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Moncler

AGM Information Apr 24, 2024

4110_egm_2024-04-24_4b0413e3-ea7d-48ea-a400-d31b2308420e.pdf

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Informazione
Regolamentata n.
1218-29-2024
Data/Ora Inizio Diffusione
24 Aprile 2024 11:49:47
Euronext Milan
Societa' : MONCLER
:
Identificativo Informazione
Regolamentata
189533
Utenza - Referente : MONCLERN03 - Bonante
Tipologia : 1.1
Data/Ora Ricezione : 24 Aprile 2024 11:49:47
Data/Ora Inizio Diffusione : 24 Aprile 2024 11:49:47
Oggetto : Ordinary Shareholders' Meeting
Testo
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comunicato

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THE ORDINARY SHAREHOLDERS' MEETING OF MONCLER S.P.A. APPROVED THE FINANCIAL STATEMENTS FOR FY 2023 AND A DIVIDEND DISTRIBUTION OF EUR 1.15 PER SHARE

The Shareholders' Meeting also:

  • Voted in favour of the second section of the Remuneration Report relating to remuneration paid in 2023;
  • Approved the authorization to purchase and dispose of treasury shares;
  • Approved the new 2024 Performance Shares Plan.

Milan, 24 April 2024 – The Ordinary Shareholders' meeting of Moncler S.p.A. ("Moncler" or the "Company") was held today, in a single call, led by the Company's Chairman Remo Ruffini.

***

Financial Statements

The Ordinary Shareholders' Meeting approved the Financial Statements for the year ending 31 December 2023 and approved the distribution of a gross dividend of EUR 1.15 per share, for a total amount of EUR 310.7 million, without prejudice to the current number of shares entitled to payment to be determined on 21 May 2024. The coupon date will be 20 May 2024, with payment on 22 May 2024.

As already announced, in 2023, Moncler Group reached consolidated revenues equal to EUR 2,984.2 million up 17% at constant exchange rates compared to 2022. These results include Moncler brand revenues equal to EUR 2,573.2 million and Stone Island brand revenues equal to EUR 411.1 million. Group net income was EUR 611.9 million in 2023.

Report on the Policy regarding Remuneration and Fees Paid

The Ordinary Shareholders' Meeting expressed a favourable opinion on the second section of the Report on the Policy regarding Remuneration and Fees Paid prepared by the Board of Directors pursuant to Art. 123-ter of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance") regarding the compensation paid in 2023.

The Report on the policy regarding remuneration and fees paid is available on the Company's website at www.monclergroup.com, in "Governance/Remuneration".

Authorisation to purchase and dispose of treasury shares

The Ordinary General Meeting of Shareholders revoked, for the unexecuted portion, the authorisation to purchase and dispose of the Company's ordinary shares granted by a resolution of the Shareholders' Meeting on 18 April 2023 and, at the same time, approved a new authorisation to purchase the Company's ordinary shares in accordance with the terms and conditions set out in the resolution proposal

approved by the Board of Directors on 28 February 2024 and described in the report available on the Company's website www.monclergroup.com, Section "Governance/Shareholders' Meeting".

The purpose of the authorisation to purchase and dispose of treasury shares is to enable the Company to purchase and dispose of its ordinary shares for the purposes permitted by law, which include: (i) support of liquidity and market efficiency; (ii) preservation for subsequent uses, including: consideration in extraordinary transactions, including exchange or sale of equity investments to be achieved by means of exchange, contribution or other act of disposition and/or use, with other parties, including use to service bonds convertible into shares of the Company or bonds with warrants; and (iii) use to service compensation plans based on financial instruments pursuant to Art. 114-bis of the Consolidated Law on Finance in favour of directors, employees or collaborators of the Company and/or its subsidiaries, as well as the free assignment of shares to Shareholders.

The authorisation provides for the purchase, also in several tranches, of ordinary shares without indication of nominal value, up to a maximum amount that, taking into account the ordinary shares held from time to time in the portfolio by the Company and its subsidiaries, does not exceed 10% of the Company's share capital, it being understood that, within this overall maximum limit, purchases pursuant to Art. 144-bis, paragraph 1, letter c) of the Issuers' Regulations may be made up to a maximum number not exceeding 5% of the share capital.

It is envisaged that the purchase price of each share shall not be lower than the official stock market price of the Moncler share on the day prior to the day on which the purchase transaction will be carried out, decreased by 20%, and not higher than the official stock market price on the day prior to the day on which the purchase transaction will be carried out, increased by 10%, in compliance in any case with the terms and conditions established by Delegated Regulation (EU) No. 1052 of 8 March 2016 and by the accepted market practices from time to time, approved by the National Commission for Companies and the Stock Exchange, where applicable.

With reference to transactions involving the disposal of treasury shares, it is envisaged that they will be carried out in any manner deemed appropriate in the interest of the Company, in compliance with the laws and regulations in force at the time and in pursuit of the purposes set forth in the proposed resolution, including sales on regulated markets, in blocks and by means of an exchange or securities loan or free assignment.

The authorisation to purchase treasury shares is for 18 months from today's date. Authorisation for the disposal and/or use of treasury shares held in portfolio or that may be purchased is without time limits, due, inter alia, to the opportunity to allow the Board of Directors to avail itself of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

It should also be noted that, as of today, Moncler holds a total of n. 4,222,251 treasury shares in its portfolio, equal to 1.5% of the share capital.

2024 Performance Shares Plan

The Ordinary Shareholders' Meeting approved, pursuant to Art. 114-bis of the Consolidated Law on Finance, the adoption of a stock grant plan called "2024 Performance Shares Plan" reserved to Executive Directors, Managers with Strategic Responsibilities, employees, collaborators and consultants of Moncler and its subsidiaries.

The information document relating to the Plan pursuant to Art. 84-bis and Annex 3 of CONSOB Regulation no. 11971/1999 is available on the Company's website at www.monclergroup.com, Section "Governance/Shareholders' Meeting".

The summary report of the voting and the minutes of today's Shareholders' Meeting will be made available as per the procedures and terms set out in current legislation.

***

FOR ADDITIONAL INFORMATION:

INVESTORS

Elena Mariani Strategic Planning and Investor Relations Director Tel. +39 02 42203560 [email protected]

Gaia Piccoli Strategic Planning and Investor Relations Manager [email protected]

Francesca Mari Strategic Planning and Investor Relations Analyst [email protected]

MEDIA

Claudio Monteverde Corporate Communication Director Tel. +39 348 2905202 [email protected]

About Moncler

With its brands Moncler and Stone Island, the latter acquired in March 2021, Moncler Group represents the expression of a new concept of luxury. True to its philosophy "Beyond Fashion, Beyond Luxury", the Group strategy is centered on experience, a strong sense of purpose and belonging to a community while taking inspiration from the worlds of art, culture, music, and sports. Alongside supporting the individual brands sharing corporate services and knowledge, Moncler Group aims to maintain its brands' strong independent identities based on authenticity, constant quest for uniqueness, and formidable ties with their consumer's communities. Operating in all key international markets, the Group distributes its brands' collections in more than 70 countries through directly operated physical and digital stores as well as selected multi-brand doors, department stores and e-tailers.

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