Moncler

AGM Information • Mar 11, 2022

MONCLER S.p.A.

ITEM N. 4 ON THE AGENDA – Appointment of the Board of Directors

• 4.1 Determination of the number of members of the Board of Directors
• 4.2 Determination of the duration of the appointment of the Board of Directors
• 4.3 Appointment of the members of the Board of Directors
• 4.4 Appointment of the Chairman
• 4.5 Appointment of the Vice Chairman
• 4.6 Determination of the remuneration of the members of the Board of Directors

published under Section "Governance/Shareholders' Meeting" of the Company' website www.monclergroup.com.

Each Shareholder may submit, or participate to the submission of, only one slate and each candidate may be presented only in one slate, otherwise the candidate will be considered ineligible. Only Shareholders holding, individually or jointly with other Shareholders, at least 0.5% of the Company's share capital are entitled to submit slates, as established by the Consob resolution no. 60 issued on January 28, 2022.

The slates of candidates must be filed by the Shareholder or by the Shareholders at the registered office of the Company at least 25 calendar days prior to the date on which the Shareholders' Meeting is convened (i.e., within March 27, 2022, postponed to Monday March 28, 2022, as it falls on a non-working day), by means of: delivery by hand at the legal office at the Corporate Affairs Secretary, in Via Stendhal, no. 47, 20144 - Milan (Italy), during the ordinary business hours, or (ii) by certified electronic mail to the address moncler@legalmail.it.

It is hereby reminded that the ownership of the minimum capital share necessary in order to present slates, in the percentage referred to above, is ascertained on the basis of the shares registered in the Shareholder's name at the date on which the slates are filed with Company. The relative evidence of ownership may be provided also after the filing of the slates, but in any case within the term provided by the Company for the publishing of the slates, by means of a communication issued by an intermediary authorized pursuant to the regulations in force.

Together with each slate, within the terms provided by the laws and regulations in force from time to time, the following must be submitted: i) statements by which the individual candidates accept their candidacies and declare, under their own responsibility, that no cause of ineligibility or incompatibility exists and that they possess the requirements provided by the laws and regulations in force for the respective positions; ii) résumés relating to each candidate's personal and professional qualities, indicating the candidate's potential suitability to qualify as independent, according to the definitions provided by the legal and regulatory provisions in force and the Code of Conduct for listed companies; iii)information regarding the identity of the Shareholders presenting the slates, with the indication of the aggregate share capital owned, certified by adequate documentation provided by an intermediary authorized pursuant to applicable law. The slates that do not meet the above requirements shall not be considered. The appointed directors must inform the Board of Directors without delay of any loss of the independence requirements, as well as of supervening instances of ineligibility or incompatibility.

It is hereby reminded that those submitting a "minority slate" should follow the recommendations provided by Consob with the Communication no. DEM/9017893 issued on February 26, 2009.

The slates will be made available to the public by the Company at least 21 days prior to the date on which the Shareholders' Meeting is convened (i.e. within Thursday March 31, 2022), with the methods provided by the laws in force.

Each person entitled to vote may vote for only one slate. When the voting ends, the candidates from the two slates which received the greatest number of votes shall be elected on the basis of the following criteria:

• $\alpha$ ) directors equal in number to the total number of members to be elected, less 1 (one), shall be drawn from the slate which received a majority of the votes cast, in the sequential order in which they are listed on that slate;
• $b)$ the remaining director will be taken from the second slate that obtained the highest number of votes at the Shareholders' Meeting ("minority slate") that is not linked in any way, even indirectly, to those who submitted or voted for the slate which came first in number of votes.

In the event of a tie vote for slates, a new vote shall be taken by the entire Shareholders' Meeting and the candidates who obtain the simple majority of the votes shall be elected. If, when the voting ends, a sufficient number of directors possessing the requirements of independence provided under the legal and requlatory framework in force has not been elected, the candidate not possessing such requirements, elected last in sequential order from the slate which received the greatest number of votes, shall be excluded and replaced by the subsequent candidate possessing the independence requirements drawn from the same slate of the excluded candidate. Such procedure, if necessary, shall be repeated until the number of independent directors to be elected is reached. If the candidates elected pursuant to the procedures indicated above do not ensure a composition of the Board of Directors that conforms with the gender balance regulations in force from time to time, the candidate of the better represented gender elected last in sequential order from the slate which received the greatest number of votes shall be replaced by the first candidate of the less well represented gender not elected in sequential order.

This replacement procedure will take place until the composition of the Board of Directors is ensured in compliance with the regulations currently in force regarding gender balance. Finally, if this procedure does not ensure the above result, the replacement will be carried out through the resolution of the Shareholders' Meeting to be passed by a relative majority, following the presentation of candidates belonging to the less represented gender.

If only one slate is submitted, the directors will be taken from the submitted slate, provided that it has been approved by a simple majority of votes and, if the number of directors so elected does not correspond to that of the members of the board determined by the shareholders' meeting, or if no slate is submitted or if the slate submitted does not allow the appointment of independent directors in compliance with the laws and regulations in force, the shareholders' meeting will resolve in accordance with the majorities required by law; all this, without prejudice to compliance with the regulations currently in force concerning the gender balance.

Should one or more directors leave office during the financial year, the procedure provided for in art. 2386 of the Italian Civil Code shall apply. If one or more of the directors who ceased to hold office were taken from a slate that also included nonelected candidates, the replacement shall be made by appointing, in progressive order, persons taken from the slate to which the director who ceased to hold office belonged and who are still eligible and willing to accept the office or, in the absence of such candidates on the slate or in the case of their unavailability, by appointing another candidate indicated by the directors taken from the slate to which the director who ceased to hold office belonged. In any case, the replacement of the directors who have ceased to hold office shall ensure the presence of the necessary number of directors meeting the independence requirements provided by law and compliance with the regulations currently in force concerning gender balance.

In addition, pursuant to the By-laws, the Shareholders' Meeting shall elect a Chairman and a Vice Chairman, who shall replace the Chairman in the event of absence or impediment, from among the directors drawn from the slate that obtained the highest number of votes. If the Shareholders' Meeting does not appoint the Chairman (and/or Vice Chairman) due to the absence of proposals from the Shareholders, the appointment will be made by the Board of Directors in accordance with the provisions of the Italian Civil Code.

Finally, the By-laws provide that the members of the Board of Directors are entitled to a remuneration to be determined by the Shareholders' Meeting, which may establish the remuneration as a total amount for all the Directors, including those holding particular offices. In any event, the Directors shall be entitled to the reimbursement of expenses incurred in the performance of their duties.

The Shareholders Meeting of 16 April 2019 resolved to attribute to the Board of Directors an annual total gross compensation of Euro 530,000.00, subsequently recalculated by the Shareholders' Meeting of 22 April 2021 in Euro 555,000 (following the integration of the Board by the appointment of a new Director) of which Euro 20,000.00 per year for all Directors other than the Non-executive Directors; an equal fixed gross compensation for all Non-executive Directors of Euro 40,000.00 per year; an additional fixed gross compensation of Euro 15,000.00 per year for the attendance to each of the internal Committees of the Board. The compensation was not inclusive of the emolument for special roles.

The outgoing Board of Directors refrains from making specific proposals on the subject and invites the Shareholders' Meeting to determine the remuneration payable to the members of the Board of Directors on the basis of the proposals presented by the Shareholders.

The Board of Directors recommends that the Shareholders present such proposals in advance of the date of the Shareholders' Meeting, in line with the recommendations of the Corporate Governance Code for listed companies.

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Dear Shareholders,

In light of the above, in connection with item 4 of the agenda of the Ordinary Shareholders' Meeting, the Board of Directors invites the Shareholders to resolve on the basis of the resolutions that will be proposed and of the slates, on:

1) Determination of the number of members of the Board of Directors.

2) Determination of the duration of the appointment of the Board of Directors.

• 3) Appointment of the members of the Board of Directors.
• 4) Appointment of the Chairman.
• 5) Appointment of the Vice Chairman.
• 6) Determination of the remuneration of the members of the Board of Directors.

Milan, 11 March 2022 For the Board of Directors

The Chairman, Remo Ruffini