Pre-Annual General Meeting Information • Apr 2, 2025
Pre-Annual General Meeting Information
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| Informazione Regolamentata n. 1218-71-2025 |
Data/Ora Inizio Diffusione 2 Aprile 2025 16:43:04 |
Euronext Milan | |
|---|---|---|---|
| Societa' | : | MONCLER | |
| Identificativo Informazione Regolamentata |
: | 203489 | |
| Utenza - Referente | : | MONCLERN03 - Bonante | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 2 Aprile 2025 16:43:04 | |
| Data/Ora Inizio Diffusione | : | 2 Aprile 2025 16:43:04 | |
| Oggetto | : | Amendment of the notice of call (track changes) - Shareholders' meeting of 16 April 2025 in person |
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| Testo del comunicato |
Vedi allegato


This notice of call amends and supplements the notice of call of the Ordinary Shareholders' Meeting published on 6 March 2025, following the decision to hold the Shareholders' Meeting at the Company's offices with the physical presence of the Shareholders, without opting to the Designated Representative pursuant to Art. 106, paragraph 4, of Decree Law no. 18/2020 converted by Law no. 27/2020 (the effects of which have been lastly extended by Decree Law no. 202/2024 converted with amendments by Law no. 15/2025), with consequent variation of the procedures and terms for the exercise of certain rights.
Please find below the text of the notice of call with the amended and integrated parts clearly marked.
All the Shareholders entitled to participate and vote are hereby invited to attend the Ordinary Shareholders' Meeting on 16 April 2025, at 10:00 a.m., with a single call, which shall be deemed to be held at the offices of Moncler S.p.A. (Moncler or the Company) in Milan (Italy), at Via Andrea Solari no. 33, to discuss and resolve upon the following

Pursuant to Art. 106, paragraph 4, of Decree Law no. 18/2020 (the Decree) converted by Law no. 27/2020 (which effects have been last extended by Decree Law no. 202/2024 converted with amendments by Law no. 15/2025), participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively through the designated representative pursuant to Art. 135undecies of Legislative Decree no. 58/1998 as subsequently amended and integrated (the Consolidated Law on Finance).
For this purpose, the Company has appointed Monte Titoli S.p.A. (Monte Titoli), having its registered office in Milan (MI – 20123), Piazza degli Affari n. 6, as designated representative (the Designated Representative), which shall be granted with a proxy in the manner and under the conditions indicated below.
The Designated Representative may also be granted with proxies or sub-proxies pursuant to Art. 135novies of the Consolidated Law on Finance, as an exception to Art. 135undecies, paragraph 4, of the Consolidated Law on Finance.
The Shareholders' Meeting will, thus, be held without the physical participation of the Shareholders.
Directors, Statutory Auditors, the Designated Representative, the Secretary of the meeting and the representatives of the External Auditor as well as other subjects entitled to attend according to the law, other than those entitled to express their vote, shall be entitled to attend the Shareholders' Meeting by telecommunication means allowing their identification. Directors, Statutory Auditors, and those entitled to attend the Shareholders' Meeting, other than those who have the right to vote, shall receive by the Company instructions for the use of means of telecommunication in order to attend the meeting.
The share capital of Moncler, subscribed and fully paid-in, is equal to Euro 54,961,190.80, divided into 274,805,954 ordinary shares, with no expressed par-value.
Each ordinary share gives the right to one vote in the ordinary and extraordinary Shareholders' Meetings of the Company. Information concerning the amount of the

share capital with specification of the number of shares it is divided into is available on the Company's website (http://www.monclergroup.com).
The right to intervene in the Shareholders' Meeting and to exercise the right to vote – which may only be exercised through the Designated Representative – is attested by a communication made to the Company by the approved intermediary, upon request of those entitled to participate to the Shareholders' Meeting, based on the accounting records as of the end of accounting day of the seventh trading day prior to the date on which the Shareholders' Meeting is convened (record date), which is 7 April 2025. Those resulting owners of shares of the Company after such date, based on the accounting records, will not be entitled to intervene and vote in the Shareholders' Meeting.
The communication of the intermediary must be received by the Company within the end of the third trading day prior to the date on which the Shareholders' Meeting is convened, and, therefore, within 11 April 2025. Nevertheless, the right to intervene and vote, in the aforementioned terms and in compliance with the terms for granting the proxies to the Designated Representative, will be granted also to those whose relevant communication is received by the Company after the aforementioned term of 11 April 2025, provided that it is received prior to the beginning of the Shareholders' Meeting works.
Intervention at the Shareholders' Meeting is governed by the relevant laws and regulations, as well as by the provisions contained in the Company's bylaws (the Bylaws) and the rules of Shareholders' Meetings, which are available on the Company's website (http://www.monclergroup.com, section "Governance/Documents and Procedures").
Pursuant to Art. 106, paragraph 4, of the Decree, participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively through the Designated Representative, which shall be granted with a proxy, without charge for the delegating party, with voting instructions, on all or some of the proposals on the Agenda of the Shareholders' Meeting, through the specific forms available, together with the accompanying instructions for its preparation and notification on the Company's website (http://www.monclergroup.com, Section "Governance/Shareholders' Meetings of 16 April 2025").
The proxy, pursuant to Art. 135undecies of the Consolidated Law on Finance, with the voting instructions, shall be received by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e., by 11:59 p.m. on 14 April 2025), along with a copy of the delegating Shareholder's valid identification document or, if the delegating Shareholder is a legal entity, that of the pro tempore legal representative or other authorized person, along with adequate documentation certifying their qualification and powers to the Designated Representative, with the following alternative options:

The proxy and voting instructions may be revoked by the aforesaid deadline (i.e., by 14 April 2025). The proxy shall not be effective for those proposals for which voting instructions have not been given. The shares of the Company for which, even if partial, the proxy has been granted, are counted for the purposes of the quorum required for the Shareholders' Meeting.
Those who do not intend to avail themselves of the participation mechanism provided by Art. 135undecies of the Consolidated Law on Finance, may, alternatively, grant the same Designated Representative with a proxy or sub-proxy pursuant to Art. 135novies of the Consolidated Law on Finance, as an exception to Art. 135undecies, paragraph 4, of the Consolidated Law on Finance, which shall necessarily contain voting instructions on all or some of the proposals on the agenda, by using the appropriate proxy/sub-proxy form, available on the Company's website (http://www.monclergroup.com, Section "Governance/Shareholders' Meetings of 16 April 2025").
To grant and notify proxies or sub-proxies, also through electronic means, the procedures indicated in the proxy form must be followed. The proxy shall be received by 6:00 pm on the day before the Shareholders' Meeting (and in any case by the beginning of the meeting). The proxy and voting instructions may always be revoked within the above time limit.
Without the communication from the authorized intermediary certifying the entitlement to attend the Shareholders' Meeting, the proxy shall be considered ineffective.
Any clarification concerning the granting of the proxy to the Designated Representative (particularly with respect to the filling in of the proxy, the voting instructions and their transmission) may be requested to Monte Titoli by e-mail at [email protected] or at the following phone numbers (+39) 02.33635810 (on business days from 9am to 5pm).
It will not be possible to participate in the Shareholders' Meeting by electronic means nor to vote by correspondence.
Pursuant to Art. 135novies of Legislative Decree n. 58/1998 and consequent amendments (the Consolidated Law on Finance), the holder of the voting right - subject to the incompatibilities and limitations provided for by the regulations in force - may be represented at the Shareholders' Meeting by means of a written proxy, or by a digital document signed in electronic form pursuant to Legislative Decree No. 82/2005, in accordance with the provisions of laws in force, with the right to sign the proxy form available in printable version on the Company's website (http://www.monclergroup.com, section "Governance/Shareholders' Meeting"). If the forms cannot be made available in electronic form for technical reasons, they will be transmitted upon simple request to +39 02 42203500.
Voting proxies may be notified to the Company, accompanied by a copy of the delegating shareholder's identification document, by registered letter or certified email to the following addresses: Moncler S.p.A., Via Andrea Solari, no. 33, 20144 Milan, e-mail [email protected], at the Corporate Affairs Secretary's attention.
Any prior notification of the proxy does not exempt the proxy holder, when accrediting to the Shareholders' Meeting, from the obligation to certify under his/her own responsibility the compliance of the notified proxy to the original and the identity of the delegating shareholder, by exhibiting a copy of the valid identification document of the delegating shareholder or, if the delegating shareholder is a legal entity, of the pro tempore legal representative or another authorized person, together with the appropriate documentation certifying their qualification and powers.
The proxy holder shall keep the original proxy and keep records for one year, from the conclusion of the Shareholders' Meeting works, of any voting instructions received.

It will not be possible to vote in the Shareholders' Meeting by electronic means nor by correspondence.
Pursuant to Art. 10.2 of the Bylaws, the Company does not avail itself of the possibility provided by law to appoint a designated representative to whom the Shareholders may grant proxy with voting instructions on all or some of the proposals on the agenda of the Shareholders' Meeting.
Pursuant to Art. 126bis, paragraph 1, first period, of the Consolidated Law on Finance, Shareholders that, even jointly, represent at least one-fortieth of the share capital can request to integrate the list of the items to be discussed, by indicating the additional items they propose, or submit proposals for resolutions regarding the items already in the agenda.
Only those Shareholders in favour of whom a communication by an authorized intermediary was made and received by the Company pursuant to the applicable laws will have the right to request integrations to the agenda or to submit new proposals for resolutions.
The requests of addition must be submitted in writing to, and received by, the Company within ten days of the publication of this notice (i.e., within 16 March 2025) and must be sent by means of registered mail or certified e-mail to the following addresses: Moncler S.p.A., Via Andrea Solari no. 33, 20144 Milan, e-mail [email protected] at the Corporate Affairs Secretary's attention. By the same deadline and in the same ways, the proposing Shareholders have to submit a report to the Board of Directors which sets forth the reasons for the proposed resolutions on the new matters that they are proposing for discussion or the reasons for the additional resolutions submitted on items already in the agenda.
Information regarding the agenda's integrations or the submission of proposals for additional resolutions on the items that have already been included in the agenda shall be provided in the same form required for the publication of this notice of call, at least fifteen days prior to the date on which the Shareholders' Meeting is convened. Together with the publication of the information regarding the integration of the agenda or the presentation of proposals, the report provided by the requesting Shareholders, together with any evaluations of the Board of Directors, will be made available to the public, in the same form as the documents regarding the Shareholders' Meeting.
No integration to the agenda is permitted for the items upon which the Shareholders' Meeting resolves, pursuant to applicable laws, upon proposal by the Directors or based on a report prepared by the Board of Directors other than the ones referred to under Art. 125ter, paragraph 1, of the Consolidated Law on Finance.
In addition to the above, taking into account that the attendance to the Shareholders' Meeting is allowed exclusively through the Designated Representative, those entitled to participate to the Shareholders' Meeting who intend to submit proposals for resolutions on the matters on the agenda, are kindly invited to submit them beforehand, by 1 April 2025 (fifteenth day before the Shareholders Meeting), with the same manners set out in the previous paragraph. Such proposals will be made available to the public on the website of the Company by 3 April 2025, in order to allow those entitled to vote in an informed manner also taking into account such new proposals and to allow the Designated Representative to collect voting instructions also on such proposals, if any. The requiring person shall provide suitable documentation proving the legitimacy to

intervene in the Shareholders' Meeting and the granting of the proxy to the Designated Representative for the participation to the same Meeting.
In accordance with Art. 127ter of the Consolidated Law on Finance, anyone with voting rights may submit questions on matters on the agenda also prior to the Shareholders' Meeting, and, in any case, within five trading days prior to the date of the Shareholders' Meeting (therefore within 9 April 2025).
the record date (i.e., within 7 April 2025), to which the Company, having verified their relevance to the matters on the agenda and the legitimacy of the party submitting them, shall provide a response at least three days prior to the Shareholders' Meeting (i.e., within 13 April 2025), through publication on the Company's website (http://www.monclergroup.com, Section "Governance /Shareholders' Meeting").
Such questions – accompanied by the related notice, issued by the legally-authorised intermediary, attesting the Shareholder's entitlement to exercise the right – must be sent via registered letter or certified email to the following addresses: Moncler S.p.A., Via Andrea Solari no. 33, 20144 Milan (Italy), e-mail [email protected], at the Corporate Affairs Secretary's attention.
The Company, having verified the relevance of such questions to the matters on the agenda and the legitimacy of the party submitting them, shall provide a response at the latest during the Shareholders' Meeting. The Company may give a single response to questions regarding the same matters.
A response made available in hard copy for each shareholder with voting rights at the beginning of the Meeting shall be considered as given during the Shareholders' Meeting. A response shall not be due, not even during the Shareholders' Meeting, to questions submitted before it, if the requested information is already made available by the Company in the format "Questions and Answers" on the Company's website (http://www.monclergroup.com, Section "Governance/Shareholders' Meeting"), or if the response has already been published in the same Section.
Pursuant to Art. 123ter, paragraph 6, of the Consolidated Law on Finance, the Shareholders' Meeting is called to resolve in favour or contrary to:

for the components that cannot be objectively quantified in the financial year of reference; and (iv) how the Company has taken account of the vote expressed the previous year on the second Section of the report. Such resolution is not binding.
The Shareholders' Meeting shall appoint a Board of Directors composed of a number of directors between - pursuant to the wording of Art. 13, paragraph 1, of the Bylaws in force as of the date of this notice of call - no less than 9 and no more than 15 members and shall determine their number thereof, subject to the aforesaid limits provided in Art. 13, paragraph 1, of the Bylaws, prior to their appointment.
Please note that on 13 February20 March 2025, the Board of Directors resolved to convene an Extraordinary Shareholders' Meeting of 20 March 2025 whose agenda includesapproved, among other things, the amendment of Art. 13, paragraph 1, of the Bylaws and, thus, providing that the minimum number of Directors shall not be less than 7 while the maximum number of members remains unchanged. Should this amendment to the Bylaws be approved by the Extraordinary Shareholders' Meeting, the appointment of the Board of Directors by the Ordinary Shareholders' Meeting of 16 April 2025 shall be made in accordance with what provided by the new Art. 13, paragraph 1, of the Bylaws and,; therefore, the number of Directors to be appointed shall be between a minimum of 7 and a maximum of 15.
For further information please Please refer to the documentation made available to Shareholders for the Extraordinary Shareholders' Meeting available at www.monclergroup.com in the Section dedicated to the Shareholders' Meeting of 20 March 2025 under "Governance/Shareholders' Meeting".
Pursuant to applicable laws and regulations, as well as pursuant to Art. 13 of the Bylaws, the appointment of the Board of Directors by the Shareholders' Meeting shall take place with the presentation of lists of candidates, pursuant to the procedure described in Art. 13 of the Bylaws, which is available on the Company's website (www.monclergroup.com Section "Governance/Documents and Procedures").
Pursuant to Art. 13 of the Bylaws, Directors are appointed by the Shareholders' meeting, in accordance with the pro tempore regulations concerning gender balance, on the basis of lists of candidates submitted by the Shareholders pursuant to the legal and regulatory provisions in force from time to time, according to which no more than 15 candidates who fulfil the requirements provided for by the legal and regulatory provisions in effect from time to time are to be listed with an assigned sequence number.
Shareholders entitled to submit lists are also invited to review the Board of Directors' and the Board of Statutory Auditors' Diversity Policy and the Guidelines provided by the Board of Directors on the size and composition of the Board of Directors - containing also an indication of the quantitative and qualitative criteria identified to assess the significance of relationships, including economic ones, capable of compromising the independence of the members of the Board of Directors, as well as the maximum number of offices considered compatible with an effective performance of the role of Director of Moncler -, which are available on the Company's website (http://www.monclergroup.com, under Section "Governance/Shareholders' Meeting").
Only Shareholders holding, individually or jointly with other Shareholders, at least 1% of the Company's share capital are entitled to submit lists, as established by the Consob Resolution no. 123 issued on 28 January 2025.
Each Shareholder may submit or participate to the submission of only one list and each candidate may be presented only in one list, otherwise ineligibility will occur.

Pursuant to Art. 13.3 of the Bylaws, the majority of the Directors must qualify as independent under the legal or regulatory provisions and the provisions of the Corporate Governance Code for listed companies approved by the Corporate Governance Committee. Each list must indicate which candidates possess the requisite of independence.
Lists with a number of candidates equal to or higher than three must include candidates of both genders, so that at least two fifths (rounded up) of the candidates belong to the least represented gender.
The lists of candidates must be filed within Saturday 22 March 2025 by the Shareholder or by the Shareholders:
The ownership of the minimum capital share necessary in order to submit the lists, in the percentage referred to above, is ascertained on the basis of the shares resulting registered in the Shareholder's name at the date on which the lists are filed with the Company. The relevant evidence of ownership may be also provided after the filing of the lists, but in any case, within the term provided by the Company for the publishing of the lists (i.e., within 26 March 2025), by means of a communication issued by an authorized intermediary pursuant to the regulations in force.
By the terms set forth as above, the following documents must also be filed together with each list: (i) statements with 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 requisites prescribed by the laws and regulations in force for the respective positions; (ii) curriculum vitae relating to each candidate's personal and professional characteristics, indicating the candidate's potential suitability to be classified as independent according to the definitions provided by the legal and regulatory provisions in force and by the Corporate Governance Code for listed companies approved by the Corporate Governance Committee; (iii) information regarding the identity of the Shareholders presenting the lists, with the indication of the aggregate share capital owned, certified by adequate documentation provided by an authorized intermediary pursuant to applicable law. Shareholders are invited to attach a list of directorships and control positions held by the candidates in other companies, also for the purposes of compliance with the limits on the accumulation of positions and any possible resolutions to be taken pursuant to Art. 2390 of the Italian Civil Code.
Lists which do not meet the above requirements shall be treated as not submitted.
It is hereby reminded that Shareholders submitting a "minority list" should follow the recommendations provided by Consob with the Communication no. DEM/9017893 of 26 February 2009.
The manner in which candidates are elected is governed by Art. 13, paragraph 3, of the Bylaws to which reference is made. In this regard, it should be noted that the Extraordinary Shareholders' Meeting of 20 March 2025 will be askedapproved to amend this Article and, in particular, the provision governing the procedures for the election of the Board of Directors with specific reference to the appointment of directors taken from the minority list, providing, in particular, that (i) in the event of a Board of Directors comprising between 7 and 12 members, 1 director will be drawn from the minority list while (ii) in the event of a Board of Directors composed of a number of

members greater than 12, not only 1, but 2 directors will be drawn from the minority list, if the minority list contains the first two places of candidates of different gender (it being understood that if the minority list contains only one candidate or several candidates all of the same gender or several candidates, even of different gender, without however complying with the above requirement, 1 director shall be drawn from the minority list).
In this regard, please refer to the Directors' report available on the website www.monclergroup.com in the Section dedicated to this Extraordinary Shareholders' Meeting present in "Governance/Shareholders' Meeting".
For further information on the appointment of the Board of Directors, please refer to the illustrative report drawn up by the Board of Directors in accordance with Art. 125ter of the Consolidated Law on Finance made available to the public by the terms and means set by law.
The reports of the Directors including the full text of the proposed resolutions and the further documents regarding the Shareholders' Meeting set forth by the applicable laws will be madeare available to the public within the terms provided for by the applicable laws, at the Company's registered offices in Via Stendhal 47, 20144 Milan (Italy) and on the Company's website (http://www.monclergroup.com, Section "Governance/Shareholders' Meeting"), as well as at the mechanism for the central storage of regulated information "eMarket STORAGE".
The Bylaws and the rules of Shareholders' Meeting are available on the Company's website (http://www.monclergroup.com, Section "Governance/Documents and Procedures").
This notice of call, as amended and integrated, is published in full today, according to Art. 125bis of the Consolidated Law on Finance and Art. 8.3 of the Bylaws, on the Company's website (http://www.monclergroup.com, Section "Governance/Shareholders' Meeting") and at the mechanism for the central storage of regulated information "eMarket STORAGE", and will be published as well as, as an abstract, on the newspaper "Milano Finanza" on 3 April 2025.
Milan, 6 March2 April 2025
For the Board of Directors
The Chairman, Remo Ruffini
| Fine Comunicato n.1218-71-2025 | Numero di Pagine: 11 |
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