Amplifon — AGM Information 2024

Mar 28, 2024

[Courtesy translation of the Articles of Association including the
amendments proposed to the EGM
ARTICLES OF ASSOCIATION of
"AMPLIFON S.p.A."
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Art. 1 = A joint stock company is incorporated under the name of "AMPLIFON
S.p.A.".
Art. 2 = The company's purpose is the sale of hearing aids, optical items,
technical and scientific instruments and devices for all applications, with
particular regard to those for use in the medical sector, as well as the
production, design on its own account, study and sale of any other electronic
and non-electronic devices, equipment, remedy or product, for curative,
health, educational and rehabilitative purposes as well as prevention and
protection in the workplace and in research laboratories and for the protection
of the individual; the production and sale of sound booths and noise-insulation
products for use in any sector; and the provision of technological support to the
national health service.
The company may promote and organize Industrial and market research,
organize refresher and educational courses, coordinate and perform scientific
research on its own account and that of third parties into the items produced,
sold and studied by the company, within the limits of Law 1815/1939, and it
may carry out publishing activities, nonetheless excluding the publication of
daily newspapers.
It may also carry out the maintenance, repair and construction and assembly of
accessory or related parts, both to secure the customer base and to facilitate

marketing and penetration of the respective markets. The company may act on its own account and in representation of others or under commission from others. The company may undertake all commercial, industrial and financial transactions and those involving movable and immovable properties which are deemed by the Board of Directors necessary or useful in order to attain the company's business purpose; it may also grant secured or unsecured endorsements, sureties and guarantees of any kind to any person for its own obligations and those of others. In any case, the company is expressly forbidden from the professional

provision of investment services to the general public, as defined under legislative decree 58/1998 ("TUF") and subsequent amendments and additions thereto, and from any kind of activity that legally requires specific

authorization unless already obtained.

Lastly, the company may invest in enterprises, entities or companies which are functionally related to achieving the business purpose, adopt the corporate group organisation deemed most appropriate, and take part in consortia and cooperative companies and enter into partnership arrangements, in compliance with current legislation and therefore explicitly excluding the

exercise of the above financial and investment activities which are prohibited

under law.

Art. 3 = The company's registered office is in Milan, Italy.

The company is entitled to open and close branches, agencies or

representative offices, including abroad, and secondary offices, in accordance

with the rules and procedures applicable on each occasion.

Art. 4 = The shareholders shall be domiciled for the purposes of their
relationship with the company at the address shown in the shareholders'
register.
Art. 5 = The company's duration is fixed until 31 December 2100 and may be
extended.
Art. 6 = The company's share capital is Euro 4,527,772.40 (four million, five
hundred and twenty-seven thousand, seven hundred and seventy-two, forty
cents), divided into 226,388,620 (two hundred and twenty-six million, three
hundred and eighty-eight thousand, six hundred and twenty) shares with a
nominal value of € 0.02 (zero point zero two) each.
The Extraordinary Shareholders' meeting held on 27 April 2006 voted:
- to grant the Board of Directors, for a period of five years from the date of the
resolution, the power, pursuant to Article 2443 of the Italian Civil Code, to
increase share capital for cash, on one or more occasions, by a maximum
amount of € 150,000.00 (one hundred fifty thousand) at par, by issuing up to
7,500,000 (seven million five hundred thousand) shares of a nominal value of
€ 0.02 (zero point zero two) each, with ordinary dividend rights, to be offered
for subscription to employees of the company and its subsidiaries, to be
identified with regard to the strategic importance of the position held within the
Group; this capital increase shall exclude rights as allowed by the last
paragraph of Article 2441 of the Italian Civil Code and Article 114-bis and
paragraph 2, Article 134 of Decree 58/98 and any amendments or additions
thereto; resolutions passed in relation to the capital increase shall state that, if
the capital increase approved in execution of the authority to increase share
capital is not subscribed within the time limits established on each occasion (in

any case not after 31 December 2020), the share capital will be increased by
the amount of the subscriptions received by those deadlines. Pursuant to the
power granted to the Board of Directors by the Extraordinary Shareholders'
Meeting held on 27 April 2006, during the meeting held on 28 October 2010
the Board of Directors resolved to increase share capital for cash, on one or
more occasions, by a maximum amount of € 150,000.00 (one hundred fifty
thousand) at par, by issuing up to 7,500,000 (seven million five hundred
thousand) shares of a nominal value of € 0.02 (zero point zero two) each, with
ordinary dividend rights, to be offered for subscription to employees of the
company and its subsidiaries, to be identified with regard to the strategic
importance of the position held within the Group; this capital increase shall
exclude rights as allowed by the last paragraph of Article 2441 of the Italian
Civil Code and Article 114-bis and paragraph 2, Article 134 of Decree 58/98
and any amendments or additions thereto. Any shares issued pursuant to this
resolution must be placed no later than 30 April 2019 in accordance with the
terms and conditions as per the "Stock Option Plan 2010-2011" approved by
the Company's Shareholders' Meeting in ordinary session.
th May, 2019 As of 8 the amount of € 142,421.68 (one hundred and forty-two
thousand, four hundred and twenty-one and sixty-eight cents) with the
correspondent issuance of number 7,121,084 (seven million and one hundred,
twenty-one thousand and eighty-four) ordinary shares with a nominal value of
€ 0.02 (zero point zero two) has been subscribed and paid-in with reference to
this capital increase.
On 16 April 2014 the Shareholders, meeting in Extraordinary Session,
resolved to grant to the Board of Directors the power, pursuant to Art. 2443 of

the Italian Civil Code, to increase the share capital without consideration, for a
period of five years from the date of the resolution, on one or more occasions,
for up to a maximum nominal amount of Euro 100,000.00, through the issue of
a maximum of 5,000,000 ordinary shares with a nominal value of Euro 0.02
each, with voting rights, to be assigned to employees of Amplifon S.p.A. and/or
its subsidiaries, pursuant to Art. 2349 of the Italian Civil Code, as part of the
Company's current and future stock-based incentive plans. These capital
increases must be made using the earnings or available reserves shown in the
last financial statements approved each time.
If the shareholders' meeting so resolves, share capital may be increased by
issuing shares with different rights to those already in circulation, and for
settlement in a form other than in cash, within the limits allowed by law and
also pursuant to Art. 2441, 4th paragraph, second part of the Italian Civil Code,
with respect to the terms, conditions and procedures provided for therein; the
Extraordinary Shareholders' Meeting may also grant the Directors the power –
pursuant to and in accordance with Art. 2443 of the Italian Civil Code. – to
proceed with a capital increase, free or otherwise, with or without option rights,
th paragraph (second part) and 5 th including in accordance with Art. 2441, 4
paragraph of the Italian Civil Code.
For a period of five years from the resolution of the extraordinary shareholders'
meeting of April 30th, 2024, the Board of Directors is granted:
(i) the power to increase the share capital in one or more occasions,
against payment or free of charge, also in divisible form, through the
issue of new shares, for a nominal value of Euro 906,000.00;
(ii) the power to issue, in one or more occasions, convertible bonds and/or

financial instruments (other than bonds) that allow, however, the
subscription of new shares for a nominal value of Euro 906,000.00, and
in any case, for amounts that do not exceed, from time to time, the
limits established by the law for bond issuances,
it being understood that the total increase for cases (i) and (ii) is always limited
to a nominal value of Euro 906,000.00.
The power provided for in the preceding paragraph may also be exercised with
limitation and/or exclusion of the option right ("diritto di opzione") in the
following cases:
a) in the case of a capital increase to be paid in by contribution in kind,
when such increase enables the Company to obtain one or more
participations, companies, business units and/or industrial activities of
interest to the Company, as part of its development and growth
strategy, which, according to the prudent assessment of the Board of
Directors, is of strategic importance for the achievement of the
companies' business purpose;
b) in the case of a capital increase to be paid in cash, when the economic
conditions and terms of the placement (including, by way of example,
any subscription commitment undertaken by third parties) result to be,
according to the prudent assessment of the Board of Directors,
beneficial to the Company; and
c) in both case under letter a) and case under letter b), where such an
offer constitutes part of a broader industrial agreement which results,
according to the prudent assessment of the Board of Directors, of
strategic importance for the Company.

The option right ("diritto di opzione") may also be limited and/or excluded in the
th paragraph, case of capital increase to be paid in cash pursuant to the 4
second part, of Art. 2441 of the Italian Civil Code, establishing a price for the
newly issued shares that corresponds to the market value of the ordinary
shares, subject to the application of a discount, if any, in line with market
practice for similar transactions. Such correspondence is confirmed in a
special report by a statutory auditor or auditing firm; in the event the Board
th resolves upon the capital increase pursuant to the second sentence of the 4
paragraph of Art. 2441 of the Italian Civil Code, the number of newly issued
shares in the context of the capital increase may not exceed the maximum
number provided for at any given time by applicable law.
In case of the exclusion or limitation of shareholders' option right ("diritto di
opzione") pursuant to Art. 2441, 4th paragraph, second part and 5th paragraph,
of the Italian Civil Code, the newly issued shares must be reserved for offer to
qualified investors and/or business, financial and/or strategic partners
identified from time to time.
In the event of the issue of shares with limitation and/or exclusion of the option
right ("diritto di opzione"), the Board of Directors' resolution on the increase
must illustrate the occurrence of one of the aforementioned cases, as well as
the criteria adopted to determine the subscription price.
Without prejudice to the provisions of Art. 2441, 4th paragraph, second part of
the Italian Civil Code, in the case of issuances pursuant to such law provision,
in all other cases, the fairness of the issue price must be assessed in advance
by a leading financial institution, also taking into account the market price trend
of the shares in the previous 6 months, and market practice in terms of

discounting the theoretical ex right price (so-called TERP).
Within the limits provided by law and by this article 6, the Board of Directors is
granted the broadest power to establish, from time to time, placement methods
(public offer and/or private placement), category (ordinary or special shares,
even without voting rights), any economic and/or administrative privileges,
issue price and related surcharge (possibly differentiated in case of
simultaneous issuance of shares of different categories) of new shares, as well
as of the shares placed at service of convertible bonds and/or securities
(including those other than bonds) which in any case allow the subscription of
new shares.
The Board of Directors is also granted powers to decide upon any request for
admission of shares and/or convertible bonds and/or financial instruments
(including those other than bonds) which in any case allow the subscription of
new shares, to one or more public regulated market(s) or multilateral trading
system(s), Italian and/or foreign.
In compliance with current limits and regulations, meaning in accordance with
the principles established by the Interministerial Committee for Savings and
Credit, the company may accept loans from shareholders and/or receive
payments from the same, with or without the obligation to repay them and
without the payment of interest, except as otherwise resolved in shareholders'
meetings.
Art. 7 = Every share is indivisible and registered.
If allowed by prevailing law, shareholders may request at their own expense to
convert their registered shares into bearer shares.
The issuance of share certificates is excluded as the Company is subject to

compulsory dematerialisation regime of issued financial instruments, in
compliance with applicable law provisions. The Company's shares are entered
into the centralised management system provided for by the TUF.
Art. 8 = The shares can be freely sold and transferred.
The right of withdrawal may be exercised only in cases where it is
unconditionally allowed by law. The right of withdrawal does not apply to
resolutions concerning the extension of the company's duration, and the
introduction, amendment or removal of restrictions on the circulation of shares.
Art. 9 = Ordinary and extraordinary shareholders' meetings, which may be
called in a place other than the company's registered office provided within
Italy, are governed by the law and this article.
th paragraph, of the Italian Civil Code, participation in Pursuant to Art. 2370, 4
the shareholders' meeting may take place by telecommunication systems,
within the limits set forth in the notice of call and in the manner permitted by the
chairman of the meeting, in accordance with the manner and within the limits
provided under applicable law and regulation. The notice of call may state that
the shareholders' meeting is to be held exclusively by telecommunication
systems, omitting the indication of the physical location of the meeting.
Shareholders' meetings are called by publishing a notice on the company's
website or in accordance with the modalities referred to in Consob regulations
within the time limit required by the law pursuant to Art. 113-ter, paragraph 3 of
Legislative Decree 58/1998TUF.
Pursuant to Art. 2369 of the Italian Civil Code, the shareholders' meeting,
whether ordinary or extraordinary, is called for in a single date, unless

otherwise provided for in the notice of call.
The same notice may set another date for a possible second calling of the
meeting, and, where allowed by law, also the date for a third callingof call must
indicate the date, the time and place of the meeting as well as the list of
matters to be discussed and further information required by current laws and
regulations.
The ordinary shareholders' meeting must be called at least once a year, within
one hundred twenty days of the end of the financial year or, when specific legal
requirements are met, within one hundred eighty days of the end of the
financial year.
The Directors shall set out the reasons for the delay in the report drawn up in
accordance with Article 2428 of the Italian Civil Code.
The extraordinary shareholders' meeting can create classes of shares carrying
different rights from the ordinary ones. More specifically, it is possible to issue
preference shares which enjoy preferential treatment in the distribution of
earnings and repayment of capital.
In addition, the companyCompany is entitled to issue bearer or registered
bonds in the manner and form allowed by these Articles of Association and by
the law.
Art. 10 = Both ordinary and extraordinary shareholders' meetings may be held
with the sole participation of the proxy agent appointed by the Company
("rappresentante designato") pursuant to Art. 135-undecies TUF, where
permitted by and in accordance with the laws and regulations in force at the
time, according to the provisions of the notice of call. Attendance rights and
exercise of voting rights during the shareholders' meeting are governed by law

and the terms indicated in the notice of call. ThoseProxies and sub-proxies
may also be granted to the proxy agent appointed by the Company pursuant to
Art. 135-novies TUF.
If the Board of Directors has established in the notice of call that participation in
the shareholders' meeting and the exercise of voting rights are not to take
place exclusively through the proxy agent, then participation and vote casting
are governed by law. In such case, those in possession of voting rights may be
represented via a written proxy submitted in accordance with the law. The
proxy may be made via e-mail, in accordance with specific regulations issued
by the Ministry of Justice, as per the terms and conditions indicated in the
notice of call. The related documents will be held in Company archives.
Art. 11 = The shareholders' meeting is presided over by the Chairman of the
Board of Directors or, if absent or unable, by another person elected by
majority vote of the meeting's participants. The Chairman is assisted by a
secretary, who need not be a shareholder and who is appointed in the same
way.
Art. 12 = The formation of shareholders' meetings and validity of their
resolutions, both in ordinary and extraordinary session, are governed by law.
Art. 13 = 1. – Pursuant to article 127-quinquies of Legislative Decree. 58/1998,
("TUF"), each share held by the same party for an uninterrupted period of no
less than twenty-four months starting from the date of registration on the list
contemplated in paragraph 2 below shall be assigned two votes. Parties
entitled to the voting right may irrevocably waive, fully or in part, the increased
votes for the shares they hold.Each share entitles the holder to one vote,
except as specified below.

2. – The fulfilment of the conditions for attribution of the increase vote is
verified by the management body – and, on its behalf, by the Chairman or
Executive Directors, also through appropriately delegated Proxies, – based on
the results of a specific list ("List") kept by the Company, in compliance with the
current laws and regulations, in line with the provisions below:
a) shareholders intending to register on the List shall provide the Company
with the certification required by Article 83-quinquies, Paragraph 3 of TUF;
b) the Company shall record the registration into the List by the 15th day of the
month following the one during which the shareholder's request – complete
with the aforementioned certification - was received;
c) the List shall include the identification details of the shareholders requesting
to be registered and the number of shares for which registration was
requested, detailing the relevant transfers and restrictions, as well as the
registration date;
d) after the registration request: (i) the intermediary shall notify the Company of
the transfer of shares with increased voting rights, also in order to comply
with the provisions of Article 85-bis of the Issuer Regulation; (ii) the holder
of the shares that have been registered into the List – or the owner of the
right in rem that confers voting rights – shall promptly notify the Company of
any termination of increased voting rights or their relevant prerequisites;
e) after twenty-four months from the date of registration into the List and if the
relevant prerequisites still apply, each share registered into the List shall
allocate two votes in all ordinary and extraordinary shareholders' meetings
whose record date (pursuant to Art. 83-sexies TUF) occurs after the expiry
of the aforementioned twenty-four month deadline;

f) the
2. – Each share held by the same party by virtue of a qualifying in rem right
(the full owner ("pieno proprietario") of a share being entitled to the attached
voting right; (ii) the bare owner ("nudo proprietario") of a share being entitled to
the attached voting right; and (iii) the usufructuary ("usufruttuario") of a share
being entitled to the attached voting right), for an uninterrupted period of 24
(twenty-four) months certified by continuous registration, for the same period,
on the special register referred to in this article, shall be awarded 2 (two) votes.
To the extent permitted by the law in force from time to time, an additional 1
(one) vote shall also be attributed at the expiration of the period of 12 (twelve)
months following the expiration of the period of 24 (twenty-four) months
mentioned above , to each share belonging (by virtue of a qualifying in rem
right) to the same person on the prescribed register , up to a total maximum of
10 (ten) votes per share (collectively: "Increased Voting Rights
Condition").It is understood that the establishment of a pledge with
preservation of the voting right in the hands of the holder of the qualifying in
rem right does not result in the loss of the Increased Voting Rights Condition.
3. – Where the Increased Voting Rights Condition is fulfilled, the right holder
shall be entitled to exercise in the manner provided for by applicable law:
(i) 2 votes per share if the Increased Voting Rights Condition is satisfied
for an uninterrupted period of 24 months;
(ii) 3 votes per share if the Increased Voting Rights Condition is satisfied
for an uninterrupted period of 36 months;
(iii) 4 votes per share if the Increased Voting Rights Condition is
satisfied for an uninterrupted period of 48 months;

(iv) 5 votes per share it the Increased Voting Rights Condition is
satisfied for an uninterrupted period of 60 months;
(v) 6 votes per share if the Increased Voting Rights Condition is satisfied
for an uninterrupted period of 72 months; and
(vi) 7 votes per share it the Increased Voting Rights Condition is
satisfied for an uninterrupted period of 84 months;
(vii) 8 votes per share it the Increased Voting Rights Condition is
satisfied for an uninterrupted period of 96 months;
(viii) 9 votes per share if the Increased Voting Rights Condition is
satisfied for an uninterrupted period of 108 months;
(ix) 10 votes per share if the Increased Voting Rights Condition is
satisfied for an uninterrupted period of at least 120 months.
4. - By way of partial derogation for the provisions of paragraph 3 above, and
in accordance with the provisions of Art. 127-quinquies, 2nd paragraph, last
sentence, TUF, those right holder who, on the date of registration with the
competent Companies Register of the resolution of the extraordinary
shareholders' meeting of the Company of [April 30™] 2024, by which this
article was amended ("Extraordinary Shareholders' Meeting Registration
Date"). have already accrued the benefit of the double vote and continue to
satisfy the Increased Voting Rights Condition, the additional period for the
accrual of the additional votes shall run from the Extraordinary Shareholders'
Meeting Registration Date. Such persons will then be entitled to exercise in the
manner provided for by the applicable requlations: 3 votes per share if the
Increased Voting Rights Condition is satisfied for an uninterrupted period of 12
months from the Extraordinary Shareholders' Meeting Registration Date: 4

votes per share if the Increased Voting Rights Condition is satisfied for an
uninterrupted period of 24 months from the Extraordinary Shareholders'
Meeting Registration Date and so on, up to a maximum of 10 votes per share if
the Increased Voting Rights Condition is satisfied for an uninterrupted period
of at least 96 months from the Extraordinary Shareholders' Meeting
Registration Date.
5. – A special register for the eligibility to benefit from the increased voting
rights is established at the Company's registered office, which shall contain at
least the information required by applicable law. The Board of Directors
appoints the person in charge of the management of such special register ,
determining by regulation the procedures for the registration, the monitoring of
the existence of the Increased Voting Rights Condition and the criteria for the
maintenance of the special register (if necessary, even only in electronic form).
The person in charge of the management of the special register may provide
information (also in electronic form in a commonly used format) on the
contents of the special register and each person registered in it shall have the
right to extract a copy, free of charge, of the relevant entries.
The special register is updated with intermediaries' notifications, pursuant to
the TUF and relevant implementation rules, as well as with any notifications
received from shareholders, in compliance with provisions of Article 85-bis,
paragraph 4-bis of Consob Resolution No. 11971 dated 14 May 1999 (Issuer
Regulation);.
by the 15th day of the calendar month following: (i) the g) the List is updated
event that determines the loss of increased voting rights or the non-vesting
of such rights within twenty-four months with subsequent cancellation from

the List; or (ii) the vesting of increased voting rights at the expiry of the
twenty-four month term from registration into the List, with subsequent
registration into a dedicated section of the List which states all identification
data for shareholders with increased voting rights, the number of shares
with increased voting rights, indicating any relevant transfers and
restrictions connected to them, as well as any waivers and the date on
which increased voting rights were granted;
h) the List's records can also be made available to shareholders in a commonly
used electronic format, upon request;
i) the
The Company shall announce, by publishing them on its website, the names of
the shareholders with shareholdings exceeding the thresholds set out in article
nd paragraph 120, 2 2 of, TUF, which have requested to be registered on the
special register, indicating their investments and the date of registration on the
special register, along with all other information required by current laws and
regulations, without prejudice to the other disclosure obligations of the holders
of relevant shareholdings.
3
6. – A person who, as an entitled party pursuant to this article, intends to
benefit from the increased voting rights has the right to request, at any time, to
be included in the special register , attaching to the request appropriate
documentation attesting to the ownership of the qualifying in rem right (or
ensuring that equivalent documentation is transmitted by the intermediary).
The person who is registered in the special register has the right to request
cancellation (in whole or in part) at any time, with the consequent automatic

loss of (in whole or in part) entitlement to the increased voting rights. The party
entitled to the increased voting right may, moreover, at any time irrevocably
waive it (in whole or in part) by written notice sent to the Company, without
prejudice to any disclosure obligations provided for under applicable law.
7. – The application for registration in the special register may be submitted to
the Company at any time, and must be accompanied, under penalty of
rd paragraph, inadmissibility, by the certification required by Art. 83-quinquies, 3
TUF and by a certificate signed by the applicant in which:
a) in the case of a natural person: the requesting party declares (i) that
he/she has full formal and substantial ownership of the voting right by
virtue of a qualifying in rem right, as well as (ii) that he/she undertakes
to notify the Company of any loss, for whatever reason, of the
qualifying in rem right and/or of the related voting right, without delay
and, in any case, within ten business days of the date of the loss;
b) in the case of a legal person or other entity, even without legal
personality: the requesting party declares (i) that it has full formal and
substantial ownership of the voting right by virtue of a qualifying in rem
right, (ii) that it is subject, where applicable, to control (direct or indirect)
by another natural person or other entity with or without legal
personality (with indication of all the identifying data of the controlling
entity) as well as (iii) to undertake to notify the Company of any loss, for
any reason whatsoever, of the qualifying in rem right and/or the related
voting right or, if applicable, of the occurred change of control, without
delay and, in any case, within ten business days of the date of the loss
or, if applicable, of the change of control.

The Company shall enter the registration into the special register by the 15th
day of the calendar month following the month in which the request was
received from the applicant, accompanied by the above-mentioned
documentation.
8. - In the event that the qualifying in rem right belongs to a legal person or
other entity without legal personality which is subject to control, the change of
control determines the cancellation of the registration in the special register
(with the consequent loss of the benefit of the increased voting rights if already
accrued). If, however, the change of control occurs (i) as a result of a transfer
by succession following death or (ii) as a result of a free of charge transfer by
virtue of a "family business inheritance agreement" ("patto di famiglia") or (iii)
as a result of a free of charge transfer for the constitution and/or endowment of
a trust, a parental fund for minors ("fondo patrimoniale") or family foundation
whose beneficiaries are the transferor himself/herself or his/hers heirs, the
reqistration in the special register is maintained (with the consequent
preservation of the benefit of the increased voting rights if already accrued).
9. - In the event that the qualifying in rem right is transferred by (i) succession
following death, or (ii) by virtue of a free of charge transfer by virtue of a "family
business inheritance agreement" ("patto di famiglia"), or (iii) by virtue of a free
of charge transfer for the constitution and/or endowment of a trust, a parental
fund for minors ("fondo patrimoniale") or family foundation of which the
transferor himself/herself or his/hers heirs are beneficiaries, the successors in
title shall be entitled to apply for registration with the same seniority of
registration as the natural person of the transferor (with the consequent
preservation of the benefit of the increased voting rights if already accrued),

10. – In the event that the qualifying in rem right is transferred as a result of the
merger or spin-off of an entity that is registered in the special register and is
subject to the control of a person , the successor entity has the right to request
registration with the same seniority of registration as the predecessor entity if
the merger or spin-off has not resulted in a change of control (with the
consequent preservation of the benefit of the increased voting rights if already
accrued). If the qualifying in rem right is transferred as a result of the merger or
spin-off of an entity that is registered in the special register and is not subject to
control, the successor entity has the right to apply for registration with the
same seniority of registration as the predecessor entity where the weight of the
book value of the Company's shares with respect to the net assets of the
successor entity does not exceed five per cent and is not greater than the
corresponding weight, on a homogeneous basis, with respect to the net assets
of the predecessor entity (with the consequent preservation of the benefit of
the increased voting rights if already accrued).
11. – The transfer of sharesWithout prejudice to the provisions of the two
preceding paragraphs, the transfer of the qualifying in rem right for any reason
whatsoever (whether free of charge or against payment or free of charge),
including the establishmentconstitution or disposal of partial rights of pledge,
usufruct or other encumbrances on the shares by virtue of which the voting
right is taken from shareholdersshareholder registered onin the List, or direct
or indirect sales of controlling shareholdings in companies or entities holding
shares with increased votes exceeding the threshold set out by Article 120,
paragraph 2 of Legislative Decree 58/1998, shall result in the loss of the
increased vote.

4 .- The increased voting right:
(i)-shall be maintained in case of succession pursuant to death and in case
of the merger or demerger of the holder of the shares;
(ii)-shall extend to newly issued shares in the case of a capital increase
pursuant to article 2442 of the Italian Civil Code;
(iii) -- mayspecial register is deprived of his/hers voting rights, determines the
cancellation of the registration in the special register (with the consequent loss
of the benefit of the increased voting rights if already accrued).
12. - If the Company discovers, also as a result of communications or reports
received, that a person registered in the special register is no longer (wholly or
partly) entitled to registration for any reason whatsoever under this article, it
shall promptly proceed to the consequent (total or partial) cancellation.
13. - In the event of share capital increase free of charge or by new
contributions, the entitlement to the benefit of the increased voting rights shall
also extend proportionally to the new shares issued by reason of those already
registered in the special register (with the consequent extension of the benefit
of the increased voting rights if already accrued).
The extension of the increased voting rights to newly issued shares will take
place in such a way as to allow the eligible person to maintain the same
proportion between the shares benefiting from a certain increased voting right,
the shares benefiting from a different increased voting right and the shares not
benefiting from the increased voting rights.
14. - Except as provided for in the following paragraph, in the event of a
merger or spin-off of the Company, the draft terms of merger or spin-off may
provide that the entitlement to the benefit of the increased voting rights shall

also apply to the shares assignedreceived in exchange for those toshares for
which the increased vote is attributed, in the case of merger or demerger,
where such condition is provided for in the relevant plan;
(iv) shall also be proportionately extended to the shares issued in execution of
a capital increase by means of new contributions.
5person entitled has requested registration in the special register (with the
consequent preservation of the benefit of the increased voting rights if already
accrued).
15. – Any (ameliorative or pejorative) amendment of the increasing voting
rights regulation dictated by this article or its abolition does not require the
approval of any special meeting pursuant to Art. 2376 of the Italian Civil Code,
but only the approval of the extraordinary shareholders' meeting pursuant to
law.
16. – The increased voting right shall also be calculated to determine the
quorums required for conveningQuorums to convene and passingto pass
resolutions of shareholders' meetings referring tothat refer to percentages of
the share capital quotas, but shall not affectare always determined by taking
into account any increased voting rights that are accrued. On the other hand,
the entitlement to exercise rights, other than voting rights, due as a result ofto
the possession of certain percentages of the share capital quotasshall always
be determined disregarding any increased voting rights.
17. – For the purposes of this article, the notion of control is that provided for in
the regulatory framework for listed issuers.
Art. 14 = The company shall be run by a Board of Directors, comprising
between three and eleven members, as decided by the shareholders in

shareholders' meetings.

Art. 15 = Members of the Board of Directors are appointed for a maximum
period of three years; they are reappointed and replaced in accordance with
the law and are eligible for re-election.
The members of the Board of Directors are elected on the basis of candidate
lists submitted by individual shareholders and/or groups of shareholders
owning at least 2.5% of the share capital, or any smaller amount established
by inviolable provision of law or regulation.
The members of the Board of Directors must possess the professionalism,
honourability and independence required under the law; in particular, at least
one member of the Board of Directors, or two if the Board has more than seven
members, must meet the independence criteria established for Statutory
Auditors by the law in effect at that time.
Loss of independent status will require the Director to step down, but without
prejudice to the obligation to notify the Board of Directors immediately, that
principle does not apply if independent status is still held by the minimum
number of Directors required to meet such criteria by the law in effect at that
time.
The Board of Directors is appointed based on the lists presented in
accordance with the subsequent paragraphs and in compliance with the law in
effect at the time relating to gender equality, rounding up, based on the rules
provided for by the law (as well as the regulation) in effect at the time, the
number of the least represented gender in the event application of the gender
quotas does not result in a whole number.
The lists which contain a number of candidates equal to or more than three

must be composed of both genders in accordance with the quotas established
under the law in effect (rounding up, based on the rules provided for by the law
(as well as the regulation) in effect at the time, in the event of a fractional
number).
One member of the Board of Directors is elected from the minority list obtaining
the highest number of votes which is not associated, even indirectly, with the
shareholders who have submitted or voted for the winning list.
The lists must specify which candidates qualify as independent as defined by
the law and the Articles of Association, which shareholders submitted the lists,
and the percentage of shares they cumulatively hold.
For the purposes of selecting the winning candidates, account is not taken of
lists that fail to obtain a percentage of votes equal to at least half that required
for the submission of lists.
The lists submitted, on which the candidates are numbered sequentially, must
be filed at the company's registered office at least twenty-five days before the
date set for the shareholders' meeting.
The lists will be published on the Company's website, as well as in accordance
with the methods indicated in Consob regulations pursuant to Art. 147-ter,
paragraph 1-bis of Legislative Decree. 58/1998TUF at least twenty-one days
prior to the date of the meeting. Each shareholder who submits a list or is party
to a list must submit the certificate issued by the authorized intermediary, by
the legal deadline set for the Company's publication of said lists.
Each shareholder may submit or take part in the submission of one list only.
Shareholders who are members of a single voting syndicate, as defined by Art.
122 of Legislative Decree 58 of 24 February 1998 (TUF) and its amendments,

and likewise the parent company, subsidiaries and sister companies, may
submit or take part in the submission of a single list. Participation and votes
expressed in violation of the above will not be attributed to any list.
Attached to each list shall be a description of the candidates' professional
background, information on their personal traits and professional
qualifications, and statements in which the individual candidates agree to run
and declare, under their own responsibility, the absence of causes of
ineligibility and disqualification, their fulfilment of the prerequisites required by
law or the company's Articles of Association and, if applicable, their status as
independent pursuant to current regulations.
Any lists that fail to observe the above conditions will be treated as never
submitted.
Each candidate may appear on one list only or will be disqualified.
All open directorships are filled from the list obtaining the majority of votes cast,
in the order in which candidates are listed, with the exception of one
directorship which is filled by the first candidate with independent status on the
list receiving the second highest number of votes which is not associated, even
indirectly, with the shareholders who have submitted or voted for the winning
list.
The above rules for electing the Board of Directors do not apply if at least two
lists have not been submitted or voted for, or at shareholders' meetings called
to replace Directors during their term of office.
If a single list is submitted, the procedure described above is disregarded and
the shareholders resolve, with the majority votes required by law, to fill all open
directorships (in the number previously determined by the shareholders) from

that list in the order in which the candidates are presented; at least as many
shareholders as are required by the law in effect at that time must qualify as
independent pursuant to Art. 148, paragraph 3, of Legislative Decree 58 of 24
February 1998 (TUF).
In the event that after the list voting or voting for the only list presented is
completed the composition of the Board of Directors fails to comply with the
law relating to gender balance, the last candidate elected with the greatest
number of votes, based on the order in which he/she appears on the list, will be
substituted by the first candidate of the least represented gender not elected
on the same list, based on the order in which they appear. This procedure will
be adhered to until it is assured that the composition of the Board of Directors
complies with the law in force at the time with regard to gender balance.
If no lists are submitted or if the preference list system produces fewer
candidates than the minimum number of Directors stated in the Articles of
Association, and in the event that through list voting the number of directors of
the least represented gender fails to comply with the law in force at the time,
the Board of Directors is elected or completed, respectively, by the majority
votes established by law, as long as the gender balance called for in the
current law is achieved and as long as the presence of the minimum number of
directors qualifying as independent under the law in effect at the time is
guaranteed.
If one or more Directors leaves office during the year, for any reason, the
remaining Directors shall proceed in accordance with Art. 2386 of the Italian
Civil Code. If one or more of the outgoing Directors was elected from a list that
also included candidates who were not elected, the Board of Directors shall

replace the Director(s) by appointing, in sequential order, the person(s) on the
list to which the former Director belonged who is/are still eligible and willing to
accept the position. Should an Independent Director leave office, the position
will be filled, if possible, by the first independent candidate not elected from the
list to which the outgoing Director belonged. In any case the Board will appoint
the number of independent directors needed to ensure compliance with the
law in effect at the time relating to the total number of independent directors
and gender quotas.
If the Board of Directors loses a majority of its members due to resignation or
any other cause, the entire Board shall leave office and a shareholders'
meeting shall be called without delay to fill all positions by vote.
The Board of Directors shall remain in office only for the conduct of acts of
ordinary administration until the shareholders' meeting has decided on the
new Directors and the majority of the new Directors have accepted their
appointment.
Art. 16 = If the shareholders' meeting has not already done so at the time of
appointing or reappointing the Board of Directors, the Board of Directors elects
a Chairman from among its members every time it is appointed or reappointed
and, if it deems so fit, a Vice Chairman authorized to act as the Chairman's
Deputy.
The Board of Directors may also appoint a secretary who need not be a
shareholder.
Art. 17 = Board meetings are held either at the company's registered office or
elsewhere, every time the Chairman, or his or her deputy, deems so fit, or
when either at least one Statutory Auditor or at least one of the Directors so

requests.
The Board of Directors may also meet by teleconference, as long as all
participants can be identified and are permitted to follow and participate in the
discussion in real time. In this case, the meeting is considered to have been
held in the place where the Chairman is and where the secretary must also be
located for the purposes of drawing up and signing the minutes in the minute
book.
st paragraph, of the Italian Civil Code, participation in Pursuant to Art. 2388, 1
Board meetings may take place by means of telecommunication systems,
within the limits set in the notice of call of the meeting and in the manner
permitted by the person chairing the meeting. The notice of call of the meeting
may provide that the Board meeting is to be held exclusively by means of
telecommunications systems, omitting the indication of the physical location of
the meeting. Board meetings are validly formed if attended by at least half of
the Directors, while resolutions are passed by majority vote of the Directors in
attendance; in the event of a tied vote, the Chairman shall have the casting
vote.
Art. 18 = Board meetings are called by the Chairman, or his Deputy, by letter
to be sent to the domicile of each Director and Statutory
Auditortelecommunications means (including email), at least five days in
advance of the meeting. In urgent cases meetings may be called at least one
day in advance by telegram, telex, fax or electronic mail with proof of receipt. If
the company is listed on the stock market, the Board of Directors or Executive
Committee, if appointed, may also be called by the Board of Statutory
Auditors, or by two members of the same, after giving prior notice to the

Chairman of the Board of Directors.

Art. 19 = Unless otherwise decided by the shareholders' meeting at the time of
appointing the Board of Directors, the latter is invested, within the limits
established by law, with the broadest powers for the company's ordinary and
extraordinary administration, and of decision without any restriction, including
the power to give guarantees and sureties to third parties, as allowed by
paragraph 5, Article 2 of these Articles of Association.
Without prejudice to the provisions of Articles 2420-ter and 2443 of the Italian
Civil Code, the Board of Directors shall have exclusive authority for passing
resolutions, nonetheless in accordance with Article 2436 of the Italian Civil
Code, to open and close secondary offices, to specify which one of the
directors shall be the company's representative, to reduce share capital in the
event of shareholder withdrawal, to amend the articles of association for
regulatory changes, to transfer the registered office within Italy, and to approve
mergers in the cases described in Articles 2505 and 2505-bis of the Italian Civil
Code, including as referenced with regard to demergers in Art. 2506 ter.
The Board of Directors and Board of Statutory Auditors shall receive a report at
least once every three months during directors' meetings that covers the
business general performance, its outlook and the transactions of greatest
impact on profitability, assets and liabilities and financial position, with
particular regard to transactions in which the Directors have a direct or
third-party interest and which are influenced by any party that directs and
coordinates the company. This report, which also refers to the company's
subsidiaries, may also be presented by those Directors with executive powers.
For the sake of timeliness, the report to the Board of Statutory Auditors may

also be made directly or during meetings of the Executive Committee.
Art. 20 = The Chairman of the Board of Directors, the Vice Chairman, and any
Executive Director(s) shall represent the company individually before third
parties and in a court of law and shall be entitled to sign on its behalf.
These persons, again on an individual basis, are delegated with the power to
decide regarding legal actions, including appeals and annulments, and to act
as plaintiff and defendant and appoint lawyers in civil, criminal and
administrative proceedings, with the power to abandon such proceedings,
reach settlements, and accept arbitration judgments and friendly agreements.
Art. 21 = The Board of Directors may delegate its functions and powers, within
the limits set by Article 2381 of the Italian Civil Code, to a committee consisting
of some of its members, to the Chairman or to another of its members,
including on a cumulative basis, establishing the related remuneration. The
Board of Directors is also entitled to appoint managers and attorneys for
specific deeds or categories of deed.
The Board of Directors, as well as the Executive Committee, may set up one or
more committees, with purely consultative and/or proposal-making functions,
such as for example a Remuneration Committee for Directors invested with
particular duties and for determining the policy to apply to the company's top
management, which shall consist primarily of non-executive Directors and
provide the Board with suitable recommendations, and an Internal Control
Committee, on which a suitable number of non-executive Directors sit, who act
in a consultative capacity and make recommendations particularly with regard
to reports by the Independent Auditors and persons responsible for internal
control and the choice of and work performed by the Independent Auditors.

Art. 22	= The Directors are entitled to be reimbursed for any expenses
	incurred in connection with their office.
	The shareholders' meeting may also grant them extraordinary or periodic
	indemnity and remuneration, including in relation to profits.
Art. 23	= The Board of Directors, subject to the mandatory but non-binding
	opinion of the Board of Statutory Auditors, appoints the Manager charged with
	preparing company's financial reports in accordance with Art. 154 bis of
	Legislative Decree 58 of 24 February 1998 (TUF).
	Those eligible for the position of financial reporting officer are executives with
	at least three years' executive-level experience in administration/accounting
	and/or finance and/or control at the company and/or its subsidiaries and/or
	other joint-stock corporations.
	Art. 24 = The Board of Statutory Auditors consists of three standing members
	and two alternate members, who satisfy the requirements (including those
	regarding experience, integrity and number of positions held and those defined
	by the law in effect at the time relating to gender balance) stated in laws and
regulations.
	In the event that after applying the Law the gender quotas fail to reach a whole
	number; the number of the least represented gender must be rounded up
	based on the rules provided for by the law (as well as the regulation) in effect at
the time.
	As regards to the requirement of experience, for the purposes of paragraph 3,
	Article 1 of Ministerial Decree 162 of 30 March 2000 with reference to
	paragraph 2 letters b) and c) of said article, "matters strictly associated with the
	company's activities" mean commercial law, company law, microeconomics,

public finance and statistics as well as topics relating to the field of medicine
and electronic engineering and disciplines with the same or similar purpose,
while "sectors of activity strictly associated with the sectors in which the
company operates" mean the sectors of producing, wholesaling and retailing
the instruments, equipment and products mentioned in Article 2 above.
The ordinary shareholders' meeting elects the Board of Statutory Auditors and
decides its remuneration.
Apart from the duties envisaged by current legal requirements, the Board of
Statutory Auditors is entitled to express non-binding opinions on the
information received from the Board of Directors concerning transactions
carried out by the company or its subsidiaries having a significant impact on
profitability, assets and liabilities and financial position, and on related-party
transactions.
The Statutory Auditors are domiciled at the company's registered office for
their entire term in office.
The minority shareholders are entitled to elect one standing member of the
Board of Statutory Auditors and one alternate member.
The Board of Statutory Auditors is appointed on the basis of lists submitted by
individual shareholders or groups of shareholders who together hold voting
shares representing at least 2% of the share capital with voting rights at the
ordinary shareholders' meeting, subscribed to as of the date the list is
submitted, or representing a smaller percentage established by inviolable
provision of law or regulation.
The lists must contain the names of the candidates, numbered sequentially,
who may not exceed the number of Statutory Auditors to be elected.

The lists must include candidates for Standing and Alternate Auditor of both
genders in order to ensure the gender balance called for under the law in effect
at the time. The Standing Auditors elected are the first and second candidates
on the list obtaining the highest number of votes and the candidate obtaining
the highest number of votes from among the minority lists. The alternate
auditors elected are the first alternate candidate on the list obtaining the
highest number of votes and the first alternate candidate on the minority list
obtaining the highest number of votes. No shareholder, either individually or in
conjunction with others, may submit more than one list and no shareholder, or
any other party entitled to vote, may vote for more than one list either directly or
through intermediaries. In addition, shareholders which: i) pursuant to Art. 93
of Legislative-Decree-58 of-24 February-1998 (TUF) are in a relationship of
control with one another or are controlled by the same party, even if the
controlling party is a natural person; ii) are party to a shareholders' agreement
relevant under the terms of Art. 122 of Legislative Decree 58 of 24 February
1998 (TUF); or iii) are party to a shareholders' agreement and are, as defined
by the law, parent companies, subsidiaries or sister companies of another
shareholder in the trust, may not submit, alone or in conjunction with others,
more than one list or vote for different lists. Participation and votes expressed
in violation of the above will not be attributed to any list.
The lists must be filed at the company's registered office at least twenty-five
days before the date set for the shareholders' meeting and published in
accordance with the methods provided for at law and in current regulations at
least twenty-one days prior to the date of the meeting. Each shareholder who
submits a list or is party to a list must submit the certificate issued by the

authorized intermediaries, together with the lists, by the legal deadline set for
the Company's publication of said lists, along with a declaration, under his/her
own responsibility, that there are no connections with the other lists presented,
pursuant to applicable norms and regulations.
Each list must be accompanied by a description of each candidate's career,
personal traits and professional qualifications and by declarations in which
each candidate accepts his/her candidacy and confirms, under his/her own
responsibility, that there are no reasons why he/she may be ineligible for
election or his/her election incompatible and that he/she possesses the
requirements established by law and these Articles of Association.
Notice of the lists and of their accompanying information shall be given in the
forms required by regulations in effect at the time.
Any lists that fail to observe the above conditions will be treated as never
submitted.
Each candidate may appear on one list only or will be disqualified.
The lists with three or more candidates must include candidates of both
genders so that the quota of candidates, provided for by the law in effect at the
time, belongs to the least represented gender (with rounding up, in case of
fractional number, according to the provisions of the law - including regulations
- in effect at the time).
The following persons may not be elected as Statutory Auditors and, if elected,
lose office: a) persons who do not satisfy the requirements established by the
applicable legislation and b) persons who are standing members of the Board
of Statutory Auditors at more than five companies listed on organized markets
in Italy.

The members of the Board of Statutory Auditors are elected as follows:
- from the list obtaining the highest number of votes, two regular auditors and
one alternate auditor will be taken in the order in which they are presented on
the list;
- the third standing member of the Board of Statutory Auditors, who serves as
its Chairman, and the other alternate member are elected in order of
appearance from the list with the second largest number of votes which is not
associated, even indirectly, with the shareholders who submitted or voted for
the winning list, or with shareholders who submitted or voted for the list per the
preceding paragraph.
For purposes of electing the minority auditor in accordance with the above
paragraph, in the event of a tie between lists, the prevailing list is that
submitted by shareholders owning the greatest cumulative interest or, as a
secondary measure, by the greatest number of shareholders, without
prejudice to the law in effect at the time relating to gender balance.
In the event of a tie between two or more lists, provided none of the lists is
associated, even indirectly, with the shareholders who submitted or voted for
the other, a new ballot is held between these lists on which all shareholders
present in shareholders' meeting shall vote. The candidates on the list winning
a simple majority of votes shall be elected.
In the event of death, waiver or loss of office by a member of the Board of
Statutory Auditors, the alternate member belonging to the same list as the
outgoing auditor shall take up office, without prejudice to the law in effect at the
time relating to gender balance.
In the event of replacing the Chairman of the Board of Statutory Auditors, the

chair is taken by the other standing member on the same list as the outgoing
Chairman; if, due to previous or concurrent departures from office, it is not
possible to make the replacement in accordance with the above principles, a
shareholders' meeting will be called to appoint the missing members.
If, in accordance with the preceding paragraph or with law, the shareholders'
meeting is required to appoint missing standing and/or alternate members of
the Board of Statutory Auditors, it shall act as follows: if it is a question of
replacing standing members elected on the majority list, the appointment is
made by majority vote, choosing where possible from the candidates
appearing in the list to which the member being replaced belonged, without
prejudice to the law in effect at the time relating to gender balance.
If just one list has been submitted, the shareholders' meeting casts its vote on
that list; if the list gets the relative majority, the first three candidates appearing
on it are elected as standing members of the Board of Statutory Auditors,
without prejudice to the law in effect at the time relating to gender balance,
while the fourth and fifth names are appointed as alternate members; the
Chairman of the Board of Statutory Auditors is the first candidate appearing on
the list presented; in the event of death, waiver or loss of office by a standing
member of the Board of Statutory Auditors or replacement of its Chairman,
their place is taken respectively by the alternate member and standing
member next appearing on the list.
In the event that the above mentioned procedures do not guarantee that the
number of standing auditors complies with the law in effect at the time relating
to gender balance, the necessary substitutions will be made from the list that
obtained the greatest number of votes based on the sequential order in which

the candidates were listed.

If, by the deadline for submitting lists, the company has received a single list or
only lists submitted by shareholders who are "associated" with one another
as defined in regulations issued by the Commissione Nazionale per le Società
e la Borsa (CONSOB), lists may be presented by the end of the extended
period where provided for. In this case, the minimum share ownership required
for the submission of lists for the election of statutory auditors is reduced by
half.
These circumstances and this possibility will be announced in accordance with
the law.
In the absence of lists, the Board of Statutory Auditors and its Chairman are
elected by the shareholders' meeting with the majorities stated by law.
Outgoing statutory auditors may be re-elected.
= The company's financial year ends on the 31st Art. 25 (thirty-first) of
December of every year.
Art. 26 = After allocating a portion of net profit to the legal reserve, until this
reaches one-fifth of share capital, the rest of net profit shall be distributed to the
shareholders, unless the shareholders' meeting decides otherwise.
The dividends shall be paid by authorized intermediaries in accordance with
the terms established by the shareholders' meeting, pursuant to prevailing
legal requirements. The Board of Directors may vote to distribute advances on
the dividends in the circumstances and manner established by Article 2433-bis
of the Italian Civil Code and by Article 158 of Legislative Decree 58/1998TUF.
Dividends not collected within five years of the date they become payable shall
revert to the company.

Art. 27 = In the event of winding up and liquidating the company and generally
any other matter not explicitly covered by these Articles of Association, the
related provisions of law shall apply.
Milan, 16th December 2020[●] 2024
The Executive Director
Enrico Vita