Fope — AGM Information 2019

Apr 2, 2019

NOTICE OF ORDINARY SHAREHOLDERS' MEETING OF FOPE S.P.A.

Vicenza, 2 nd April 2019

FOPE (FPE:IM), a leading Italian fine jewellery company listed on AIM Italia, has published its notice of Ordinary Shareholders' Meeting on its website www.fopegroup.com (Investor Relations section) and, in abbreviated form, in the Italian daily newspaper Il Sole 24 Ore.

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The Ordinary Shareholders' Meeting of Fope S.p.A. is scheduled to be held on 17th April 2019, at 10.30 a.m., on first call, and on 23rd April 2019, at 10.30 a.m., on second call, should it be necessary, at the company's registered office (Via G. Zampieri 31, 36100 Vicenza), to discuss and resolve on the following:

Agenda

• 1. Approval of the financial statements at 31st December 2018 together with the reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Presentation of the group consolidated financial statements at 31st December 2018 and relevant reports.
• 1. Allocation of profit for the year 2018.
• 1. Renewal of the Board of Directors, subject to determination of the number of its members; related and consequent resolutions.
• 1. Determination of the Board of Directors' fees.

Share capital

The share capital of Fope S.p.A. amounts to 5,000,200 euro and consists of 5,000,200 ordinary shares, without par value.

Allocation of profit for the year

In compliance with the applicable legal and regulatory provisions, the dividend, which may be approved by the Shareholders' Meeting, will be paid on 25th April 2019 – ex-date for coupon no. 2: 23rd April 2019. Pursuant to art. 83-terdecies of Italian Legislative Decree 58/1998, shareholders' entitlement to the dividend will be determined based on the accounting entries at the end of the record date of 24th April 2019.

Renewal of the Board of Directors

The Board of Directors was appointed on 18th July 2016 and will end its term of office with the approval of the financial statements for the year ended 31st December 2018. Pursuant to art. 18 of the By-Laws, the appointment of the Board of Directors takes place on the basis of the lists submitted by shareholders. The right to submit lists is held by shareholders who, by themselves or together with other shareholders, own at least a 5% stake in the company's share capital and are

entitled to vote at the Ordinary Shareholders' Meeting. Every shareholder, as well as the shareholders belonging to the same group (i.e. subsidiaries, parent companies and companies subject to the same control pursuant to art. 2359, para. 1, no. 1 and 2, of the Italian Civil Code), and shareholders participating in the same shareholders' agreement, cannot present, including through a third party or a trust company, more than one list nor can they vote for different lists. Candidacy and votes in violation of this restriction will not be assigned to any list. The lists are deposited at the company's offices at least 10 (ten) days before the date of the Shareholders' Meeting (and thus by 7 th April 2019) convened to pass resolutions on the appointment of the Board of Directors' members, together with the curriculum vitae of each candidate and the declarations with which they accept their candidacy and state, on their own responsibility, the non-existence of grounds for their ineligibility and incompatibility, as well as their compliance with the requirements provided for by current regulatory and statutory provisions in relation to the acceptance of positions. The lists and the documentation relating to the candidates are made available to the public at the company's registered office or on the company's website at least 7 (seven) days before the date of the Shareholders' Meeting (and thus by 10th April 2019). In order to prove ownership of the number of shares needed to present lists, only the shares appearing on the register on the date on which the lists are deposited at the company's offices will be taken into account. The related certification may be provided also subsequent to such deposit, provided that it is done within the deadline set for the publication of the lists by the company (and thus by 10th April 2019). Each candidate may appear on just one list or they will be ineligible. The candidates, at the risk of becoming ineligible, shall meet the proper person requirements provided for by art. 147-quinquies of the Consolidated Law on Finance. Each list shall indicate a number of candidates equal to the number of members to be elected, of whom at least 1 (one) shall meet the requirements of independence as set out in art. 148, para. 3, of the Consolidated Law on Finance. Each list shall indicate an independent candidate at the second place in the list. Lists for which the above provisions have not been complied with are considered as not presented.

Participation in the Shareholders' Meeting

Pursuant to the law and By-Laws, shareholders are entitled to participate in the Shareholders' Meeting provided that the company has been notified of their legitimacy, by the end of the third trading day before the date set for the Shareholders' Meeting first call (i.e. 12th April 2019), through a specific communication issued by the authorised intermediary, on the basis of its accounting records. There is no prejudice to the right to participate and vote, should the communication reach the company after the above deadline, provided that it is received by the start of the works of the Shareholders' Meeting single call. Pursuant to art. 83-sexies of the Consolidated Law on Finance, the intermediary's communication is prepared based on its accounting entries at the end of the seventh trading day prior to the date set for the Shareholders' Meeting (8th April 2019 – the record date). The credit and debit entries made in the accounts following this deadline are not relevant for the purposes of legitimating the exercise of voting rights in the Shareholders' Meeting.

Voting by proxy

Each shareholder who has the right to participate in the Shareholders' Meeting can be represented pursuant to the law, by a written proxy, in compliance with the provisions of art. 2372 of the Italian Civil Code, with the right to sign the proxy form that can be found on the company's website www.fopegroup.com – Investor Relations section. The proxy can be transmitted to the company by registered post to Fope S.p.A., Via G. Zampieri 31 – 36100 Vicenza, or by email to the certified email address fope.pec@legalmail.it. Participation in the Shareholders' Meeting is possible using telecommunication technology, on the terms and in the means provided for by the company's By-Laws.

Documentation

The documentation relating to the items on the agenda, provided for by current regulations, will be made available to the public at the company's registered office (Via G. Zampieri 31, 36100 Vicenza), and can also be accessed on the company's website www.fopegroup.com – investor relations section within the deadlines provided for by the law. This notice is published on the company's website.

The press release is available at www.fopegroup.com and

FOPE (FPE:IM) is a historic Italian jewellery company established in Vicenza in 1929 and a leader in the fine jewellery market. With Euro 31 million in revenues in 2018, 37 employees, and a strong international presence (it generates 82% of its revenues abroad), FOPE pursues a strategic growth project based on expanding and consolidating the brand in the international luxury market by leveraging 4 competitive advantages: product quality, perfect combination of Made-in-Italy craftsmanship and technology, recognisable design, and long-standing customer relationships. FOPE operates globally through a well-established and select network of over 600 stores in 50 countries (with a direct presence in the US, Arab, and UK markets through the subsidiaries FOPE USA Inc., FOPE Services DMCC, and FOPE Jewellery Limited, respectively). The business model focuses on maintaining direct business relationships with multi-brand jewellery retailers (either independent or part of groups) that specialise in luxury products such as fine jewellery and watches. FOPE does not work with intermediaries: instead, it enters into direct partnerships that ensure the loyalty and reliability of the customer/retailer as well as an outstanding after-sale service. In 2015, the Company opened its first mono-brand store in Venice's Piazza San Marco. The entire production cycle - from prototyping to the shipping of finished jewels to over 50 countries - takes place inside the headquarters in Vicenza. FOPE's investments in R&D have led to an extremely high level of standardisation and automation, with proprietary technology that allows to optimise processes and times in order to deliver products of world-class quality. FOPE's jewels range from timeless classics featuring the iconic Novecento mesh to the more recent Flex'it lines, which include the original bracelets made flexible thanks to a patented system of tiny gold springs embedded in the mesh. These exquisitely elegant collections stand out for their comfort and portability. FOPE is recognised as an Innovative SME, has obtained the voluntary TF (Traceability & Fashion) certification, and is a certified member of the Responsible Jewellery Council.

ISIN of FOPE common shares: IT0005203424 – ISIN of "Warrant FOPE 2016-2019": IT0005203432 – ISIN of "FOPE POC 4.5% 2016-2021": IT0005203671

Contacts

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Integrae SIM

Domenico Gentile, Antonio Buozzi - ufficiostampa@irtop.com T +390245473884 Via C. Cantù, 1 – 20123 Milan – Italy www.aimnews.it

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