Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Amplifon Proxy Solicitation & Information Statement 2025

Mar 14, 2025

4030_def-14a_2025-03-14_430802e8-dd86-4cc5-bc2d-7fdaa249aa22.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

PROXY FORM (1)

The undersigned
Corporate/Trading Name ________
Date of birth (only phyisical person) __Place of birth ___Prov. birth_
Tax code_______ Telephone _________
Address of residence/Registered office ____________
Entitled to vote with ________ordinary shares of Amplifon S.p.A. in the capacity of(2)

Direct holder of the shares

Legal representative of ____

Attorney with sub-delegating powers

Secured creditor

Beneficial owner
usufructuary
custodian
manager

Other (specify) __________

By virtue of:

(i) Copy of the accreditation certification issued by the bank or intermediary

(ii) Copy of the ID card or equivalent document

Hereby grants a Proxy on

Aholding S.r.l., with registered offices in Ivrea (Torino), via Monte Navale n. 9, to act as a representative for all

shares for which there are voting rights in the Ordinary Shareholders' Meeting of:

Amplifon S.p.A. convened at the Company's registered office in Milan, 131/133 Via Ripamonti,

on 23 April 2025 at 10:30 a.m., on single call

conferring the necessary powers for exercising the voting right in the name and behalf of the proxy granter in

accordance with the instructions issued.

Aholding S.r.l. hereby declares that it has no personal interest with respect to the proposed resolutions put to the vote. However, considering the possible contractual relationships that exist with some of the substitutes and the Company and, in any event, for all legal purposes, it is expressly declared that, should any unknow circumstances arise, or in the event of amendment or supplementing of the proposals submitted to the Shareholders' Meeting, neither Aholding S.r.l. nor its substitutes shall cast a vote different form that indicated in the instructions.

Signature of the Shareholder ___________________________________________________

Date and place in which the proxy was signed_____________________________________

(2) Specify the capacity of the signatory of the proxy and attach, in the case of a legal entity, documentation proving the signatory powers. (3)Should the proxy be granted by a legal entity, include the relevant stamp.

(1)Any party authorised to attend the Shareholders' Meeting shall be represented by means of a written proxy or sub-proxy in according with the relevant legal previsions, with the option of using, for the purpose, this proxy available on the Company website, under Section Governance. The proxy, together with any annexes, shall be sent to the Company, at Via Ripamonti no. 131/133, 20124 Milan, or by certified email to [email protected] or, alternatively, to Aholding S.r.l. by certified email: [email protected], no lather by the beginning of the meeting. Within the above-mentioned term, the proxy and the voting instructions may be revoked at any time using the procedures specified in the proxy form.

VOTING INSTRUCTIONS

(Section containing information for the Proxy - Tick the chosen box)

The undersigned, Mr/MS (enter name of proxy granter)
(enter name of Body/Company) or alternatively, if a legal entity
… (see above)
expressly authorises the Proxy to vote in accordance with the following voting instructions at the Ordinary Shareholders' Meeting of Amplifon S.p.A.
ISIN code: IT0004056880 - code: IT0005090649 - code: XXTIV0000024 - code: XXITV0000016,
convened:
at the Company's registered office in Milan, 131/133 Via Ripamonti

on 23 April 2025 at 10:30 a.m., on single call.

1. Financial Statements as at 31 December 2024
1.1 Approval of the Financial Statements as at 31 December 2024; reports prepared by the Board of
Directors, the Board of Statutory Auditors and the Independent Auditors. Consolidated Financial Statements as
at 31 December 2024 and Report on Operations in accordance with Commission Delegated Regulation (EU)
2019/815 and subsequent amendments. Consolidated Sustainability Statement as at 31 December 2024.
FAVOUR AGAINST ABSTAIN
1. Financial Statements as at 31 December 2024
1.2 Allocation of the earnings for the year.
FAVOUR AGAINST ABSTAIN
2. Appointment of the Board of Directors, after determining the number of members:
2.1 Determination of the numbers of members.
FAVOUR AGAINST ABSTAIN
2. Appointment of the Board of Directors, after determining the number of members:
2.2 Appointment of the Board of Directors.
FAVOUR AGAINST ABSTAIN
List nr. ………
3. Directors' remuneration for FY 2025. FAVOUR AGAINST ABSTAIN
4. Remuneration Report 2025 pursuant to art. 123-ter Legislative Decree 58/98 ("TUF") and art. 84-quater
Issuers' Regulations
4.1 Binding resolution on the first section pursuant to art. 123-ter, par. 3-bis and 3-ter of the TUF.
FAVOUR AGAINST ABSTAIN
4. Remuneration Report 2025 pursuant to art. 123-ter Legislative Decree 58/98 ("TUF") and art. 84-quater
Issuers' Regulations
4.2 Non-binding resolution on the second section pursuant to art. 123-ter, par. 6 of the TUF.
FAVOUR AGAINST ABSTAIN
5. Approval of a plan for the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter
of the Italian Civil Code, following revocation of the current plan for the part not performed. Related and
consequent resolutions.
FAVOUR AGAINST ABSTAIN
6. Updating of Shareholders' Meetings Regulations. Related and consequent resolutions FAVOUR AGAINST ABSTAIN

Place and Date Signature

The following documents

  • a) The Proxy
  • b) Voting Instructions
  • c) Copy of the ID card or equivalent document of the proxy granter
  • d) If the sub-delegating proxy is a legal person, a copy of an identity document, currently valid, of the pro tempore legal representative, or of another person with appropriate powers, together with appropriate documentation attesting to their qualification and powers (copy of a Chamber of Commerce certificate or similar)
  • e) Copy of the accreditation certification issued by the bank or intermediary

________________ __________________

Shall be sent to the Company by post at Via Ripamonti no 131/133, 20124 Milan, or by certified email to [email protected] or, alternatively, to Aholding S.r.l. by certified email [email protected], no lather by the beginning of the meeting.

N.B. For any clarifications regarding the conferral of the proxy (and, in particular, completing and sending the proxy form and voting instructions), shareholders authorised to attend Shareholders' Meeting may contact the Designated Representative, at the addressed indicated above and/or at the number 0125 1865910 (in working days and hours).

INFORMATION ON THE PROCESSING OF PERSONAL DATA

Pursuant to Regulation (EU) 2016/679 (the "Regulation")

Owner of the processing of Personal Data

Aholding s.r.l. S.r.l., with registered office in Ivrea, Via Montenavale, 9 (hereinafter, "Aholding" or the "Owner"), Designated Representative of the issuer pursuant to art. 135-undecies.1 of Legislative Decree 58/98 (TUF), as owner of the "Processing" (as defined in art. 4 of the Regulation) of Personal Data (as defined below) provides this "Information on the Processing of Personal Data" in compliance with the provisions of the applicable legislation on the matter (art. 13 of the Regulation and subsequent related national legislation).

Object and methods of processing

The personal details of the shareholder and any representative thereof (the "Delegator") as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the shareholding (collectively the "Personal Data") are communicated, also with IT or electronic tools, by the Delegator to Aholding through this form, used for the assignment of representation at the meeting and the expression of the vote on behalf of the Delegator, in accordance with the instructions given by the same. The Data Controller processes the Personal Data of the Delegator, reported in this delegation form, in a lawful and correct manner and in such a way as to ensure its confidentiality and security. Processing - which includes collection and any other operation contemplated in the definition of "processing" in the art. 4 of the Regulation - is carried out using manual, IT and/or telematic tools, with organizational methods and with logic strictly related to the purposes indicated below.

Purpose and legal basis of the Processing

The purpose of the Processing by the Data Controller is to allow representation at the meeting and the correct expression of votes by the Designated Representative on behalf of the Delegator, in compliance with the provisions of the aforementioned art. 135-undecies.1 of the TUF.

The legal basis of the Processing is represented by obligations:

• contractual: i.e. to fulfill the obligations deriving from the relationship between the Designated Representative and the Delegator;

• legal: i.e. fulfilling legal obligations to which the Designated Representative is subject towards the issuer and the supervisory authorities.

The provision of Personal Data and the Processing of the same is necessary for the purposes indicated above and failure to provide it therefore makes it impossible to establish and manage the aforementioned shareholder representation relationship.

Recipients, storage and transfer of Personal Data

The Personal Data will be made accessible for the purposes mentioned above, before, during and after the issuer's shareholders' meeting, to the employees and collaborators of the Data Controller who are in charge of the Processing, as well as to the issuer itself.

The Personal Data of the Delegator will be processed within the European Union and will be stored, including on servers located within the European Union, for a period of at least 1 year, in accordance with current legislation. They will be communicated by Aholding to the issuer for the legal obligations connected to the drafting of the meeting minutes and the updating of the shareholders' register and will possibly be communicated to third parties only in compliance with requests from the Supervisory Authorities and the judiciary.

Rights of the Delegator

The Delegator has the right to know, at any time, what his/her Personal Data is and how it is processed; you also have the right to have them updated, integrated, rectified and also have the right to have them deleted, limited or oppose their Processing but, in these cases, it may be impossible to execute your instructions regarding participation in the meeting. It should also be considered that, following the meeting, the Personal Data and voting instructions of the Delegator must be kept by the Designated Representative for 1 year at the disposal of the Authorities.

To exercise the aforementioned rights, the Delegator can contact Aholding S.r.l., at the following numbers +390125 1865910

______________ ___________________

Place and Date Signature