Legal Proceedings Report • Aug 5, 2025
Legal Proceedings Report
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On August 1, 2025, the Board of Directors of Aeffe S.p.A. (the Company or Aeffe) appointed by co-optation Mr. Marco Gobbetti as a member of the Board of Directors until the next Shareholders' Meeting, also assigning him certain special responsibilities (the Mandate and, collectively, the Appointment).
Also on August 1, 2025 (the Signing Date), Aeffe, Colloportus S.r.l. (Colloportus), FQuattro S.r.l. (FQuattro and, jointly with Colloportus, the Shareholders), and Marco Gobbetti (MG and, jointly with Aeffe and the Shareholders, the Parties) signed an agreement (the Agreement), concerning, among other matters (as further specified below): (a) the Shareholders' commitment to exercise their voting rights in Aeffe's Shareholders' Meeting to pass certain resolutions needed to execute the Agreement (including penalty clauses in case of breach) (the Shareholder Agreements); and (b) MG's commitment to carry out the Appointment and any other roles he may accept within Aeffe or its group companies with diligence and the best of his professional abilities.
The Shareholder Agreements set out in the Agreement qualify as significant shareholder agreements under Article 122, paragraph 1, of Legislative Decree No. 58 of February 24, 1998 (TUF).
Aeffe is a company with liability limited by shares (S.p.A.) with registered office at Via delle Querce 51, San Giovanni in Marignano (RN), Tax Code and VAT no. 01928480407, Business Register (REA) no. RN-227228, whose shares are listed in the STAR segment of the Euronext Milan market organized and managed by Borsa Italiana S.p.A., having a fully-paid share capital of Euro 26,840,626.00 represented by 107,362,504 ordinary shares with a nominal value of Euro 0.25 each (the Aeffe Shares).
The Agreements concern 66,347,690 Aeffe Shares—i.e., the entire shareholding of the Shareholders representing 61.797% of the company's share capital.
I soggetti aderenti alle Pattuizioni Parasociali contenute nell'Accordo sono:
The share capital of Colloportus is entirely owned by Alberta Ferretti, born in Gradara (Province of Pesaro and Urbino) on May 2, 1950, tax code FRRLRT50E42E122O, while the share capital of FQuattro is entirely owned by Massimo Ferretti, born in Cattolica (Province of Rimini) on April 6, 1956, tax code FRRMSM56D06C357Q.
Alberta Ferretti and Massimo Ferretti, through Colloportus and FQuattro, jointly exercise indirect control over Aeffe pursuant to Article 93 of the TUF and Article 2359, paragraph 1, numbers 1 and 2 of the Civil Code.


Under the Agreement, the Shareholders commited to:
In the event that MG is not confirmed in the Role until the Final Expiration Date without just cause, and under the same conditions, treatments, and terms set forth in the Agreement, the Company shall be required to pay MG, by way of penalty pursuant to Article 1382 of the Italian Civil Code, a gross amount of Euro 2,000,000.00 (two million/00), jointly guaranteed by the Members in the event of non-payment by the Company.
In the event that MG is not awarded the MG Shares by the deadline of November 30, 2025 (unless MG has meanwhile voluntarily renounced the Role without just cause or the Role has been revoked with just cause by the Company), the Company shall be required to pay MG, by way of penalty pursuant to Article 1382 of the Italian Civil Code, a gross amount of Euro 2,000,000.00 (two million/00).
6. Duration of the Shareholders' Agreements
The Shareholders' Agreements became effective on the Subscription Date and shall cease to be effective upon the reappointment of MG to the Position by the Aeffe Shareholders' Meeting convened, inter alia, for the approval of the financial statements relating to the fiscal year ending on December 31, 2025.
The Shareholders' Agreements were filed today with the Rimini Companies Register.
The summary, prepared pursuant to and for the purposes of Article 129 of Consob Regulation No. 11971/1999, was also published today in the newspaper Italia Oggi.
The essential information relating to the Shareholders' Agreements is published, pursuant to Article 130 of Consob Regulation No. 11971/1999, on the Company's website at aeffe.com/it.
5th August 2025
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