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Moncler AGM Information 2026

May 19, 2026

4110_rns_2026-05-19_94d26abe-cf4b-4879-b432-b1baeeff1d08.pdf

AGM Information

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English courtesy translation

Moncler S.p.A.
Ordinary Shareholders’ Meeting
21 April 2026
at 10:00 a.m.
single call
Milan, Viale Ortles No. 38

At 10:05 a.m., pursuant to Article 11.1 of the by-laws, in his capacity as Chairman of the Board of Directors, Remo Ruffini assumes the chairmanship of the Shareholders’ Meeting of Moncler S.p.A. (“Moncler” or the “Company”) called to discuss and resolve upon the following:

Agenda

  1. Separate Financial Statements as at 31 December 2025 and proposal for allocation of the profit for the year:
    1.1 Approval of the Separate Financial Statements as at 31 December 2025, accompanied by the Report of the Board of Directors on operations, the Report of the Board of Statutory Auditors and the Report of the Independent Auditors. Presentation of the Consolidated Financial Statements as at 31 December 2025, including the consolidated sustainability reporting pursuant to Legislative Decree No. 125/2024. Related and consequent resolutions;
    1.2 Allocation of the profit for the year. Related and consequent resolutions.
  2. Report on Moncler’s remuneration policy and compensation paid, prepared pursuant to Article 123-ter of Legislative Decree No. 58/1998 and Article 84-quater of Consob Regulation No. 11971/1999:

English courtesy translation

2.1 Binding resolution on the first Section regarding the remuneration policy prepared pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998. Related and consequent resolutions;

2.2 Non-binding resolution on the second Section regarding compensation paid prepared pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998. Related and consequent resolutions.

  1. Authorization to purchase and dispose of treasury shares pursuant to and for the purposes of Articles 2357 and 2357-ter of the Italian Civil Code, Article 132 of Legislative Decree No. 58/1998 and Article 144-bis of Consob Regulation No. 11971/1999, subject to revocation, for the unexecuted portion, of the authorization resolution adopted by the Ordinary Shareholders’ Meeting on 16 April 2025. Related and consequent resolutions.

  2. Appointment of the Board of Statutory Auditors for the three-year period 2026-2028:

4.1 Appointment of three Standing Statutory Auditors and two Alternate Statutory Auditors;

4.2 Appointment of the Chairman of the Board of Statutory Auditors;

4.3 Determination of the annual remuneration of the Standing members of the Board of Statutory Auditors.

  1. Appointment of a Director pursuant to Article 2386 of the Italian Civil Code and Article 13.4 of the By-laws. Related and consequent resolutions.

  2. Incentive plan based on Moncler ordinary shares entitled “2026 Performance Shares Plan”, prepared pursuant to Article 114-bis of Legislative Decree No. 58/1998 and Article 84-bis of Consob Regulation No. 11971/1999. Related and consequent resolutions.


English courtesy translation

  1. Incentive plan based on Moncler ordinary shares entitled "2026 Restricted Shares Plan", prepared pursuant to Article 114-bis of Legislative Decree No. 58/1998 and Article 84-bis of Consob Regulation No. 11971/1999. Related and consequent resolutions.

The Chairman appoints Notary Carlo Marchetti to act as Secretary of the Meeting, who accepts.

Before starting the customary announcements, the Chairman reminds those present that a code (QR code) has been made available to shareholders through which all meeting documentation can be viewed and downloaded.

Present at the meeting are:

  • for the Board of Directors, in addition to the Chairman, the Directors Marco De Benedetti, François-Henri Bennahmias, Cesare Conti, Roberto Eggs, Bettina Fetzer, Alessandra Gritti, Diva Moriani, Sue Nabi, Geoffroy Van Raemdonck, Bartolomeo Rongone, Luciano Santel and Anna Zanardi; absent with justification are Directors Maria Sharapova and Alexandre Arnault;

  • for the Board of Statutory Auditors: the Chairman of the Board of Statutory Auditors Riccardo Losi, and the Standing Statutory Auditors Carolyn Dittmeier and Nadia Fontana.

The Chairman also recalls that, in accordance with the rules governing the meeting, managers or employees of the Company or of Group companies, representatives of the independent auditors, as well as, with the Chairman's consent, consultants, financial analysts and qualified journalists accredited for the individual Shareholders' Meeting, may attend the Meeting.

The Chairman announces that:


English courtesy translation

  • the notice of call was published in full on 11 March 2026, in compliance with Article 125-bis of Legislative Decree No. 58/1998 (the “Consolidated Finance Act”) and Article 8.3 of the By-laws, on the Company’s website and through the authorized storage mechanism “eMarket STORAGE” and, in extract form, on 12 March 2026 in the daily newspaper “Milano Finanza”; the Company received no requests for additions to the agenda nor proposals for resolutions on matters already on the agenda pursuant to Article 126-bis of the Consolidated Finance Act, save as will be specified with regard to the appointment of the Board of Statutory Auditors;
  • Moncler’s subscribed and paid-in share capital amounts to Euro 54,961,190.80, divided into 274,805,954 ordinary shares with no nominal value. Each ordinary share entitles its holder to one vote at ordinary and extraordinary shareholders’ meetings of the Company;
  • the Company’s shares are admitted to trading on Euronext Milan organized and managed by Borsa Italiana S.p.A.;
  • as of the record date (10 April 2026), the Company owns a total of 2,819,999 treasury shares, equal to 1% of the share capital;
  • no solicitations of voting proxies pursuant to Article 136 et seq. of the Consolidated Finance Act have been carried out.

The Chairman asks the shareholder reception office to provide updated attendance figures.

He announces that 2,268 persons are currently present, representing a total of 223,918,651 shares, equal to 81.482% of the share capital with voting rights.

The attendance list of persons attending in person or by proxy (indicating the shares held by each of them), and of those voting as pledges and usufructuaries, is available to the Meeting; such list, completed with the


English courtesy translation

names of those who may attend subsequently or leave before each vote, is attached to the minutes.

The Chairman therefore declares the ordinary Shareholders’ Meeting duly constituted on single call and able to discuss and resolve on the matters on the relevant agenda.

The Chairman asks the Secretary to continue with the customary announcements and with the reading of the resolutions to be adopted and the collection of votes cast.

The Secretary announces that:

  • the documentation relating to each item on the agenda has been made available in accordance with the disclosure requirements set out by the applicable regulations and is published on the Company’s website, accessible through the code (QR code) made available to you;
  • according to the Shareholders’ Register, supplemented by the notices received pursuant to Article 120 of the Consolidated Finance Act and by the other information available to the Company, the following parties directly or indirectly hold shares with voting rights in a significant measure pursuant to the applicable laws and regulations:
Declarant Direct shareholder % of ordinary share capital
Remo Ruffini Double R S.r.l. 18.227%
Remo Ruffini 0.108%
18.335%

English courtesy translation

Morgan Stanley Investment Management Inc Morgan Stanley Investment Management Inc 8.576%
Capital Research and Management Company Capital Research and Management Company 5.208%
BlackRock Inc. BlackRock (Netherlands) B.V.; BlackRock (Singapore) Limited; BlackRock Advisors (UK) Limited; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock Asset Management North Asia Limited; BlackRock Financial Management, Inc; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock 5.135%

English courtesy translation

International Limited; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Limited; BlackRock Investment Management, LLC; BlackRock Japan Co., Ltd.; APERIO GROUP LLC
Temasek Holdings (Private) Limited Venezio Investments Pte. Ltd. 4.506%
  • with regard to shareholders' agreements relevant pursuant to Article 122 of the Consolidated Finance Act, there exists an agreement that has been the subject of the prescribed disclosure requirements, the essential information of which is published on the Company's website, to which reference is made for all details;

  • voting rights may not be exercised in relation to shares for which the disclosure obligations under Articles 120 and 122, first paragraph, of the Consolidated Finance Act, concerning respectively significant shareholdings and shareholders' agreements, have not been fulfilled. With reference to the disclosure obligations pursuant to Article 120 mentioned above, shares in relation to which the voting right is held by virtue of a proxy are also considered shareholdings, provided that such voting right may be exercised at the holder's discretion in the absence of specific instructions from the principal;


English courtesy translation

  • shareholders lacking entitlement to vote, including pursuant to Article 120 of the Consolidated Finance Act or any other applicable provision, are invited to declare this, and such declaration shall apply to all resolutions;
  • an audio recording system is operating in the room for the sole purpose of facilitating the drafting of the minutes;
  • personal data collected at the time of admission to the Meeting and by means of the audio recording system are processed by the Company, both in electronic and paper form, exclusively for the purpose of ensuring the proper conduct of the meeting proceedings and the correct taking of the minutes, as well as for carrying out the mandatory corporate and meeting formalities, as specified in the information notice delivered to all attendees.

Since the documentation relating to the items on the agenda has been made public as noted above and is available to all attendees, the Chairman proposes to omit its reading, limiting this to the proposed resolutions, as provided for by Article 5 of the Meeting Regulations. No one objects.

The Chairman announces that questions were submitted prior to the Meeting pursuant to Article 127-ter of the Consolidated Finance Act and that the related written replies are available to attendees for consultation at the Meeting and are attached to the minutes.

The Chairman illustrates the voting procedures.

Voting will take place by open ballot through the use of a special device called a televoter, which was delivered at registration. The televoter displays the identification data of each participant and the votes attributable to him or her at this Meeting, both personally and/or by proxy; it is for strictly personal use and will be activated at the start of the voting


English courtesy translation

operations. The opening, as well as the closing, of the voting operations will be announced by the Chair.

When voting opens, each voter shall cast his or her vote by pressing one of the buttons on the televoter marked respectively “FOR”, “AGAINST”, or “ABSTAIN”.

With regard to the vote on the members of the Board of Statutory Auditors by means of the list voting system, referred to under item 4 on the Meeting agenda, it will be possible to press LIST 1 to vote for the first list (submitted by shareholder Double R S.r.l.), LIST 2 to vote for the second list (submitted by a group of asset management companies and international and national institutional investors), AGAINST to indicate opposition to both lists, or ABSTAIN if one wishes to abstain.

Once the vote has been selected, it must be confirmed by pressing the “ok” button. Until that button is pressed, the voter may change the vote cast. Once the “ok” button has been pressed, the vote may no longer be changed and will remain visible on the televoter display until the relevant voting operation is completed. Those who do not cast any vote shall be considered “non-voters”. Those who do not wish to contribute to the formation of the calculation basis for the majority are invited to leave the room before the start of the vote, reporting their exit to the staff and also handing in the televoter.

The televoter delivered must also be used to enter and leave the room during the meeting proceedings. Your kind cooperation is therefore requested so that the names of those who have left before each vote may be recorded in the attendance list attached to the minutes.

The voting methods described above apply to all participants, except for entitled persons wishing to cast split votes with respect to the shares


English courtesy translation

represented, who may vote with the assistance of the dedicated assisted-voting station.

For further information, in the event of technical problems concerning the functioning of the televoter, or in order to verify their vote, participants may contact the staff at the dedicated station.

The Chairman notes that the voting procedure for the resolutions on the agenda will be electronic, whereas other votes will be taken by show of hands or by roll call.

In the latter case, those voting against and/or abstaining must state their name, the name of any principal, and the number of shares represented personally and/or by proxy. Voters may verify their vote at the dedicated station.


The Chairman moves on to the discussion of the first item on the agenda.

The Chairman announces the number of hours worked by the independent auditors for the audit of the separate financial statements and the consolidated financial statements as at 31 December 2025 and the fees invoiced to date:

  • for the statutory audit of the separate financial statements, including the verification of the proper keeping of the corporate accounts and the correct recording of management events in the accounting records and the checks relating to the report on operations, as well as the accounting statements prepared for consolidation purposes, fees of Euro 69,920 (plus VAT and expenses) for 1,066 hours worked;

  • for the statutory audit of the group consolidated financial statements, fees of Euro 115,295 (plus VAT and expenses) for 1,325 hours worked;


English courtesy translation

  • for the limited audit review of the condensed half-year consolidated financial statements, fees of Euro 90,905 (plus VAT and expenses) for 1,150 hours worked.

Chief Executive Officer Luciano Santel illustrates the financial data and the consolidated sustainability reporting by commenting on the slides attached to these minutes; at the end, the proposed resolutions contained in the Report of the Board of Directors relating to this item on the agenda and transcribed below are read out.

The Chairman declares the discussion open and invites shareholders wishing to speak to state their name at the microphone. He invites speakers to limit the length of their interventions so as to allow all interested persons to speak.

As no one asks to speak, the Chairman declares the discussion closed. He asks the shareholder reception office to provide updated attendance figures.

He announces that attendance is unchanged and, at 10:30 a.m., puts to the vote the proposed resolutions contained in the Report of the Board of Directors relating to the first item on the agenda of the Meeting, which have been read out and are transcribed below.

"Dear Shareholders, in light of the foregoing, the Board of Directors proposes that you adopt the following resolutions:

First proposed resolution

"The Ordinary Shareholders' Meeting of Moncler S.p.A.,

  • having heard and approved the presentation by the Board of Directors,

  • having examined the explanatory report of the Board of Directors,


English courtesy translation

  • having examined the draft separate financial statements of Moncler S.p.A. as at 31 December 2025, showing a profit for the year of Euro 438,166,298, and the Report of the Board of Directors on operations,

  • having taken note of the Report of the Board of Statutory Auditors, the Report of the Independent Auditors and the Report of the independent auditing firm on the limited examination of the consolidated sustainability reporting pursuant to Article 14-bis of Legislative Decree No. 39/2010,

  • having examined the Company's Consolidated Financial Statements as at 31 December 2025 and the consolidated sustainability reporting pursuant to Legislative Decree No. 125/2024,

RESOLVES

  1. to approve the Separate Financial Statements of Moncler S.p.A. as at 31 December 2025, together with the Report of the Board of Directors on operations relating to those financial statements, which show a profit for the year of Euro 438,166,298;

  2. to take note of the Consolidated Financial Statements as at 31 December 2025, which show a net profit of Euro 626,668 thousand and a Group profit of Euro 626,670, and of the consolidated sustainability reporting pursuant to Legislative Decree No. 125/2024;

  3. to grant the Chairman of the Board of Directors, Remo Ruffini – also through special attorneys – the authority to carry out all


English courtesy translation

activities inherent in, consequent upon or connected with the implementation of the above resolution.”

Second proposed resolution

“The Ordinary Shareholders’ Meeting of Moncler S.p.A.,

  • having heard and approved the presentation by the Board of Directors,
  • having examined the explanatory report of the Board of Directors,
  • having taken note of the Report of the Board of Statutory Auditors and the Report of the Independent Auditors,

RESOLVES

  1. to allocate the net profit for the 2025 financial year, amounting to Euro 438,166,298, as follows:

  2. Euro 380,237,620 to be distributed as dividends to shareholders;

  3. Euro 57,928,678 to retained earnings reserve;

  4. to distribute a dividend of Euro 1.40 per share, gross of any withholding taxes required by law, with ex-dividend date on 18 May 2026, payment date on 20 May 2026 and dividend record date, pursuant to Article 83-terdecies of Legislative Decree No. 58/1998, on 19 May 2026, for a total amount, taking into account the shares issued as at 31 December 2025 and net of the treasury shares directly held by the Company, equal to Euro 380,237,620, deriving from the profit for the year;

  5. to transfer an amount of Euro 22,532 from the exchange gains reserve to the retained earnings reserve;


English courtesy translation

  1. to grant the Chairman of the Board of Directors, Remo Ruffini – also through special attorneys – the authority to carry out all activities inherent in, consequent upon or connected with the implementation of the above resolution.”

With regard to the first proposed resolution under the first item on the agenda: the Meeting approves by majority vote.

Votes in favour: 223,386,209 shares

Votes against: 80 shares

Abstentions: 504,511 shares

Non-voters: 27,851 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result.

With regard to the second proposed resolution under the first item on the agenda: the Meeting approves by majority vote.

Votes in favour: 223,812,660 shares

Votes against: 13,041 shares

Abstentions: 65,100 shares

Non-voters: 27,850 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result.


The Chairman moves on to the discussion of the second item on the agenda.

The Chairman recalls that the Meeting is called upon to resolve on the first and second Sections of the Report on remuneration policy and compensation paid, which has been made public in accordance with the prescribed disclosure requirements.


English courtesy translation

Pursuant to Article 123-ter, paragraph 3-ter, of the Consolidated Finance Act, the Shareholders’ Meeting resolution on the first Section is binding; pursuant to the aforementioned Article 123-ter, paragraph 6, of the Consolidated Finance Act, the Shareholders’ Meeting shall instead vote in favour of or against the second Section, by way of a non-binding resolution.

The Chairman reads out the proposed resolutions contained in the Report of the Board of Directors relating to this item on the agenda and transcribed below.

He declares the discussion open and invites shareholders wishing to speak to state their name at the microphone. He invites speakers to limit the length of their interventions so as to allow all interested persons to speak. As no one asks to speak, the Chairman declares the discussion closed.

He asks the shareholder reception office to provide updated attendance figures.

He announces that attendance is unchanged and, at 10:35 a.m., puts to the vote the proposed resolutions contained in the Report of the Board of Directors relating to the second item on the agenda of the Meeting, which have been read out and are transcribed below.

Dear Shareholders,

In light of the foregoing, the Board of Directors proposes that you adopt the following resolutions:

On item 2.1 – first Section of the Remuneration Report: “The Ordinary Shareholders’ Meeting of Moncler S.p.A.:

  • having regard to Articles 123-ter of Legislative Decree No. 58/1998 and 84-quater of Consob Regulation No. 11971/1999;
  • having taken note of the Report on remuneration policy and compensation paid prepared by the Board of Directors;

English courtesy translation

RESOLVES

to approve the first Section of the Report on remuneration policy and compensation paid, as described pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998.”

On item 2.2 – second Section of the Remuneration Report: “The Ordinary Shareholders’ Meeting of Moncler S.p.A.:

  • having regard to Articles 123-ter of Legislative Decree No. 58/1998 and 84-quater of Consob Regulation No. 11971/1999;
  • having taken note of the Report on remuneration policy and compensation paid prepared by the Board of Directors;

RESOLVES

to express a favourable opinion on the second Section of the Report on remuneration policy and compensation paid, as described pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998.”

With regard to the first proposed resolution under the second item on the agenda: the Meeting approves by majority vote.

Votes in favour: 153,568,785 shares

Votes against: 70,256,916 shares

Abstentions: 65,100 shares

Non-voters: 27,850 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result.

With regard to the second proposed resolution under the second item on the agenda: the Meeting approves by majority vote.

Votes in favour: 207,993,190 shares

Votes against: 15,406,566 shares

Abstentions: 491,045 shares

Non-voters: 27,850 shares.


English courtesy translation

All as per the details that will be attached to the minutes.

The Chairman announces the result.


The Chairman moves on to the discussion of the third item on the agenda.

The Chairman reads out the proposed resolution contained in the Report of the Board of Directors relating to this item on the agenda and transcribed below.

He declares the discussion open and invites shareholders wishing to speak to state their name at the microphone. He invites speakers to limit the length of their interventions so as to allow all interested persons to speak. As no one asks to speak, the Chairman declares the discussion closed.

He asks the shareholder reception office to provide updated attendance figures.

He announces that attendance is unchanged and, at 10:40 a.m., puts to the vote the proposed resolution contained in the Report of the Board of Directors relating to the third item on the agenda of the Meeting, which has been read out and is transcribed below.

"The Shareholders' Meeting of Moncler S.p.A.:

  • having examined and discussed the explanatory report prepared by the Board of Directors;
  • having taken note that, as of the date of the above report, the Company held 3,207,654 treasury shares purchased pursuant to previous authorizations granted by the Shareholders' Meeting and that no company controlled by the Company holds shares in Moncler S.p.A.;

English courtesy translation

  • having seen the financial statements for the year ended 31 December 2025, approved by today's Meeting;
  • having taken note of the total amount of available reserves resulting from Moncler S.p.A.'s separate financial statements as at 31 December 2025, equal to Euro 1,337,190,759;
  • having taken note of the proposed resolutions submitted;

RESOLVES

  1. to revoke the previous authorization resolution for the purchase and disposal of treasury shares adopted by the Ordinary Shareholders' Meeting of 16 April 2025, for the unexecuted portion, with effect from the date of this resolution;
  2. to authorize, pursuant to and for the purposes of Article 2357 et seq. of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998, the purchase of the Company's ordinary treasury shares with no nominal value, on one or more occasions, also on a revolving basis, for a period not exceeding 18 months from the date of this resolution, in compliance with the following terms and conditions:

i. the purchases may be made:
- to support market liquidity and efficiency;
- for retention and subsequent use, including as consideration in extraordinary transactions, including exchanges or disposals of interests with other parties, to be carried out by means of swap, contribution or other act of disposal and/or use with other parties, including to service convertible bonds into Company shares or bonds with warrants; and


English courtesy translation

  • for use in servicing compensation plans based on financial instruments pursuant to Article 114-bis of Legislative Decree No. 58/1998 in favour of directors, employees or collaborators of the Company and/or its subsidiaries, as well as for the free allocation of shares to shareholders;

ii. the purchases shall be carried out in compliance with the provisions of law and, in particular, Article 132 of Legislative Decree No. 58/1998 and Article 144-bis of Consob Regulation No. 11971/1999, and also, where applicable, in compliance with Delegated Regulation (EU) No. 1052 of 8 March 2016 and the market practices referred to in Article 13 of Regulation (EU) No. 596 of 16 April 2014 approved by Consob;

iii. the purchase price of each share shall not be lower than the official market price of Moncler shares on the day preceding the purchase transaction, less 20%, nor higher than the official market price of the day preceding the purchase transaction, plus 10%, without prejudice to the application of the conditions and terms set out in Article 5 of Regulation (EU) No. 596 of 16 April 2014 and Article 3 of Delegated Regulation (EU) No. 1052 of 8 March 2016;

iv. the maximum number of shares purchased may not have an aggregate nominal value exceeding 10% of the Company's share capital, including any shares held by Moncler and its subsidiaries, it being understood that, within such overall maximum limit, purchases pursuant to Article 144-bis, paragraph 1, letter c) of the Issuers'


English courtesy translation

Regulation may be carried out up to a maximum number not overall exceeding 5% of the share capital;

  1. to authorize the Board of Directors, pursuant to Article 2357-ter of the Italian Civil Code, to dispose of, in whole and/or in part, without time limits, the treasury shares purchased even before having completed the purchases, determining the price and methods of disposal and making any accounting entries necessary or appropriate, in compliance with the legal and regulatory provisions and the accounting principles applicable from time to time;

  2. to grant the Board of Directors, and through it its Chairman, the broadest powers necessary or appropriate to carry out the purchases of treasury shares, as well as to complete the acts of sale, disposal and/or use of all or part of the treasury shares purchased and, in any event, to implement the foregoing resolutions, also through its attorneys, including by approving and implementing any executive provision of the relevant purchase programs, including buy-back programs pursuant to and for the purposes of the Delegated Regulation, and complying with any requests made by the competent Authorities.”

The Meeting approves by majority vote.

Votes in favour: 222,247,725 shares

Votes against: 1,567,860 shares

Abstentions: 75,216 shares

Non-voters: 27,850 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result.



English courtesy translation

The Chairman moves on to the discussion of the fourth item on the agenda.

The Chairman recalls that the term of office of the Board of Statutory Auditors expires upon approval of the financial statements as at 31 December 2025.

Shareholders are therefore called upon to resolve on the appointment of the Board of Statutory Auditors for the three-year period 2026-2028 in accordance with the terms and provisions of Article 24 of the By-laws. In particular, they are called upon to:

  • appoint three Standing Statutory Auditors and two Alternate Statutory Auditors,
  • appoint the Chairman of the Board of Statutory Auditors, and
  • determine the annual remuneration of the Standing members of the Board of Statutory Auditors.

The new Board of Statutory Auditors shall remain in office for three financial years, and therefore until the Shareholders’ Meeting approving the financial statements for the year ending 31 December 2028.

The Chairman recalls that:

  • with regard to item 4.1, two lists were submitted within the legal time limits and accompanied by the documentation required by the applicable regulations:

List 1 submitted by Double R S.r.l., composed of the following candidates:

Standing Statutory Auditors: Carolyn Dittmeier, Nadia Fontana, Antonio Ricci

Alternate Statutory Auditors: Lorenzo Mauro Banfi, Stefania Bettoni


English courtesy translation

List 2 submitted by a group of asset management companies and international and national institutional investors composed of the following candidates:

Standing Statutory Auditors: Sonia Ferrero

Alternate Statutory Auditors: Gianluca Settepani;

  • with regard to item 4.2, pursuant to law and the By-laws, the office of Chairman shall be assumed by the statutory auditor elected from the second list that obtained the highest number of votes at the Meeting;

  • with regard to item 4.3, shareholder Double R S.r.l. proposed to determine the gross annual remuneration of the Chairman at Euro 80,000 and the gross annual remuneration of each standing statutory auditor at Euro 70,000.

The Chairman declares the discussion open and invites shareholders wishing to speak to state their name at the microphone. He invites speakers to limit the length of their interventions so as to allow all interested persons to speak.

As no one asks to speak, the Chairman declares the discussion closed.

He asks the shareholder reception office to provide updated attendance figures.

He announces that attendance is unchanged and, at 10:45 a.m., puts to the vote:

(i) Double R’s proposed resolution on item 4.1 (Lists)

The Meeting approves by majority vote.

Votes for List 1: 184,456,298 shares

Votes for List 2: 38,743,482 shares

Votes against: 80 shares

Abstentions: 715,791 shares

Non-voters: 3,000 shares.


English courtesy translation

The following would be elected:

Standing Statutory Auditors:
from list 1: Carolyn Dittmeier, Nadia Fontana,
from list 2: Sonia Ferrero

Alternate Statutory Auditors:
from list 1: Lorenzo Mauro Banfi
from list 2: Gianluca Settepani

However, with the above method the composition of the Board of Statutory Auditors, with respect to its Standing members, does not ensure compliance with the rules in force from time to time concerning gender balance; the necessary substitutions are therefore made, among the candidates for the office of Standing Statutory Auditor on the list that obtained the highest number of votes, according to the progressive order in which the candidates are listed.

The following are elected:

Standing Statutory Auditors:
from list 1: Carolyn Dittmeier, Antonio Ricci,
from list 2: Sonia Ferrero

Alternate Statutory Auditors:
from list 1: Lorenzo Mauro Banfi
from list 2: Gianluca Settepani.

Such composition complies with the provisions of law and the By-laws. Item 4.2 will not be discussed or voted on, since pursuant to law and the By-laws the office of Chairman of the Board of Statutory Auditors is assumed by Standing Statutory Auditor Sonia Ferrero, elected from the second list that obtained the highest number of votes at the Meeting.

The Chairman announces the result;


English courtesy translation

(ii) Double R’s proposed resolution on item 4.3 (remuneration of the members of the Board of Statutory Auditors)

The Meeting approves by majority vote.

Votes in favour: 223,547,494 shares

Votes against: 104,800 shares

Abstentions: 190,020 shares

Non-voters: 76,337 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result.


The Chairman moves on to the discussion of the fifth item on the agenda.

The Chairman reads out the proposed resolution contained in the Report of the Board of Directors relating to this item on the agenda and transcribed below.

He declares the discussion open and invites shareholders wishing to speak to state their name at the microphone. He invites speakers to limit the length of their interventions so as to allow all interested persons to speak. As no one asks to speak, the Chairman declares the discussion closed.

He asks the shareholder reception office to provide updated attendance figures.

He announces that attendance is unchanged and, at 10:53 a.m., puts to the vote the proposed resolution contained in the Report of the Board of Directors relating to the fifth item on the agenda of the Meeting, which has been read out and is transcribed below.

“The Shareholders’ Meeting of Moncler S.p.A.:


English courtesy translation

  • having examined the explanatory report prepared by the Board of Directors;
  • having taken note of the proposed resolution and of the candidature submitted;

RESOLVES

to appoint, pursuant to and for the purposes of Article 2386, first paragraph, of the Italian Civil Code and Article 13.4 of the By-laws, Bartolomeo Rongone (RNGBTL71E03F839O) as Director of the Company, it being provided that he shall remain in office until the expiry of the term of the other Directors currently in office and, therefore, until the date of the Shareholders’ Meeting convened to approve the financial statements for the year ending 31 December 2027.”

The Meeting approves by majority vote.

Votes in favour: 223,534,940 shares

Votes against: 290,360 shares

Abstentions: 65,500 shares

Non-voters: 27,851 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result.


The Chairman moves on to the discussion of the sixth item on the agenda.

The Chairman reads out the proposed resolution contained in the Report of the Board of Directors relating to this item on the agenda and transcribed below.


English courtesy translation

He declares the discussion open and invites shareholders wishing to speak to state their name at the microphone. He invites speakers to limit the length of their interventions so as to allow all interested persons to speak. As no one asks to speak, the Chairman declares the discussion closed. He asks the shareholder reception office to provide updated attendance figures.

He announces that attendance is unchanged and, at 10:55 a.m., puts to the vote the proposed resolution contained in the Report of the Board of Directors relating to the sixth item on the agenda of the Meeting, which has been read out and is transcribed below.

"The Ordinary Shareholders' Meeting of Moncler S.p.A.,

  • having examined the explanatory report of the Board of Directors prepared pursuant to Articles 114-bis and 125-ter of Legislative Decree No. 58 of 24 February 1998, as subsequently amended;
  • having examined the information document prepared pursuant to Article 84-bis of the regulation adopted by Consob with Resolution No. 11971 of 14 May 1999, as subsequently amended, which was made available to the public according to the methods prescribed by the applicable regulations,

RESOLVES

  1. to approve, pursuant to and for the purposes of Article 114-bis of Legislative Decree No. 58 of 24 February 1998, the adoption of the incentive plan entitled the "2026 Performance Shares Plan" having the characteristics (including conditions and implementation assumptions) indicated in the explanatory report of the Board of Directors and in the plan information document;

English courtesy translation

  1. to grant the Board of Directors, with power to sub-delegate, all powers necessary or appropriate to implement the “2026 Performance Shares Plan”, in particular, by way of example and without limitation, all powers to prepare and adopt the plan regulations, as well as amend and/or supplement them, identify the beneficiaries and determine the number of Moncler rights to be assigned to each of them, proceed with the assignments to the beneficiaries, and perform any act, fulfilment, formality or communication necessary or appropriate for the management and/or implementation of the plan itself, as well as to carry out the legislative and regulatory requirements resulting from the resolutions adopted.”

The Meeting approves by majority vote.
Votes in favour: 208,253,728 shares
Votes against: 15,145,628 shares
Abstentions: 491,445 shares
Non-voters: 27,850 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result.


The Chairman moves on to the discussion of the seventh item on the agenda.

The Chairman reads out the proposed resolution contained in the Report of the Board of Directors relating to this item on the agenda and transcribed below.


English courtesy translation

He declares the discussion open and invites shareholders wishing to speak to state their name at the microphone. He invites speakers to limit the length of their interventions so as to allow all interested persons to speak. As no one asks to speak, the Chairman declares the discussion closed. He asks the shareholder reception office to provide updated attendance figures.

He announces that attendance is unchanged and, at 10:58 a.m., puts to the vote the proposed resolution contained in the Report of the Board of Directors relating to the seventh item on the agenda of the Meeting, which has been read out and is transcribed below.

"The Ordinary Shareholders' Meeting of Moncler S.p.A.,

  • having examined the explanatory report of the Board of Directors prepared pursuant to Articles 114-bis and 125-ter of Legislative Decree No. 58 of 24 February 1998, as subsequently amended;
  • having examined the information document prepared pursuant to Article 84-bis of the regulation adopted by Consob with Resolution No. 11971 of 14 May 1999, as subsequently amended, which was made available to the public according to the methods prescribed by the applicable regulations,

RESOLVES

  1. to approve, pursuant to and for the purposes of Article 114-bis of Legislative Decree No. 58 of 24 February 1998, the adoption of the incentive plan entitled the "2026 Restricted Shares Plan" having the characteristics (including conditions and implementation assumptions) indicated in the explanatory report of the Board of Directors and in the plan information document;

English courtesy translation

  1. to grant the Board of Directors, with power to sub-delegate, all powers necessary or appropriate to implement the “2026 Restricted Shares Plan”, in particular, by way of example and without limitation, all powers to prepare and adopt the plan regulations, as well as amend and/or supplement them, proceed with the assignment to the beneficiary, and perform any act, fulfilment, formality or communication necessary or appropriate for the management and/or implementation of the Plan itself, as well as to carry out the legislative and regulatory requirements resulting from the resolutions adopted.”

The Meeting approves by majority vote.
Votes in favour: 164,231,326 shares
Votes against: 57,613,005 shares
Abstentions: 2,046,470 shares
Non-voters: 27,850 shares.

All as per the details that will be attached to the minutes.

The Chairman announces the result and, having thanked those present, declares the meeting closed at 11:00 a.m.

The Chairman
The Secretary