Ovs — AGM Information 2020

Nov 13, 2020

OVS S.p.A.

Registered Offices in Venezia - Mestre (Italy), Via Terraglio, no. 17, 30174 Share Capital Euro 227.000.000,00 fully paid-in T: +39 041-2397500 – F: +39 041-2397630 – Website: www.ovscorporate.it Registration with the Companies Register of Venice, Fiscal Code and Tax Code Number 04240010274

Economic and Administrative Repertory number 378007

NOTICE OF CALL OF THE EXTRAORDINARY SHAREHOLDERS' MEETING

All the shareholders entitled to participate and vote are called to the Extraordinary Shareholders' Meeting on 15 December 2020, at 10:00am (CET), on single call, at the Company's legal offices, in via Terraglio no. 17, 30174 Venezia-Mestre (Italy), to discuss and resolve upon the following

AGENDA

Extraordinary Part

Proposal for a share capital increase, for consideration and in divisible way, for a maximum total value of Euro 80,000,000.00, including any share premium, to be carried out by and no later than 31 July 2021, by issuing ordinary OVS S.p.A. shares , having the same characteristics as those already in circulation at the date of issue, without indication of the nominal value and with normal rights, to be offered as an option to shareholders pursuant to Article 2441, paragraphs 1, 2 and 3, of the Italian Code Civil. Consequent amendment to Article 5 of the Articles of Association. Inherent and consequent resolutions.

It should be noted that the Shareholders' Meeting date and/or place and/or participation and/or voting and/or conduct procedures, indicated in this notice of call, remain subject to compatibility with legislation in force or provisions issued by the competent Authorities due to the ongoing epidemiological emergency "COVID-19". Any changes will be promptly disclosed in the same way as for the publication of the notice of call and/or in any case through the information channels provided by the legislation in force from time to time.

TERMS OF CONDUCT OF THE SHAREHOLDERS' MEETING

In consideration of the prorogation of health emergency connected to the epidemic "COVID-19" and taking into account the regulatory provisions issued to contain the infection, the Company has decided to take advantage of the right provided for by Article 106, paragraph 4, of the Law Decree of 17 March 2020, no. 18,

containing "Measures to strengthen the National Health Service and support economically families, workers and businesses connected to the COVID-19 epidemiological emergency" (converted into Law no. 27 of 24 April 2020, the "Decree no. 18") on the conduct of shareholders' meetings of listed companies, the effectiveness of which was extended until 31 December, 2020 by Law Decree 7 October 2020 no. 125, establishing that the participation in the Shareholders' Meeting by the entitled parties can only take place through of the representative pursuant to Article 135-undecies of the Legislative Decree 24 February 1998, n. 58 ("T.U.F.") - (hereinafter also only "Designated Representative") - as identified in the following paragraph "Voting by proxy". The Designated Representative may also be granted with proxies and/or sub-proxies pursuant to article 135-novies of the T.U.F., by way of derogation of art. 135-undecies, paragraph 4, of the same decree, in the manner specified below in the paragraph "Voting by proxy". Therefore, the physical participation of individual Shareholders is precluded.

Without prejudice to the foregoing, pursuant to Article 106, paragraph 2, of the Decree no. 18 the participation of legitimate subjects in the Shareholders' Meeting (the Chairman, the Chief Executive Officer, the Chairman of the Board of Statutory Auditors, the other members of the corporate bodies, the Secretary, the Designated Representative, the Independent Auditors, the Public Notary and/or employees and/or the collaborators authorized to do so by the Chairman), in consideration of the limitations that may arise for the aforementioned health needs, may also (or exclusively) take place through telecommunication means that allow identification, with the manner communicated to them individually, in compliance with the regulatory provisions applicable for this case, without it being necessary for the Chairman, the Secretary and the Notary to be in the same place.

SHARE CAPITAL AND SHARES WITH VOTING RIGHT

The share capital of OVS S.p.A., subscribed and paid up, is equal to Euro 227,000,000.00, divided into no. 227,000,000 ordinary shares, with no nominal value. Each share gives the right to one vote in the Company Ordinary and Extraordinary Shareholders' Meetings.

At the date of this notice of call, the Company holds no. 809,226 treasury shares (equal to 0.356% of the share capital), whose voting right is suspended pursuant to Article 2357-ter, paragraph 2 of the Italian Civil Code. Therefore, as of the date of this notice, the voting rights exercisable at the Shareholders' Meeting are no. 226,190,774. However, treasury shares are included in the capital for the purpose of calculating the shares required for the constitution and resolutions of the Shareholders' Meeting.

Detailed information on the share capital and its composition is published on the website www.ovscorporate.it, Section Governance/Shareholders' Meeting 2020.

RIGHT TO INTERVENE AND VOTE

The right to intervene in the Shareholders' Meeting and to exercise the right to vote – exclusively through the Designated Representative - is assessed by a communication made by the authorised intermediary to the Company, based on the accounting records as of the end of accounting day of the seventh trading day prior to the Shareholders' Meeting date, on single call, that is 4 December 2020 (record date). Those resulting to own Company shares after such date, based on the accounting records, will not be entitled to intervene and vote in the Shareholders' Meeting. The communication by the intermediary must be received by the Company by the end of the third trading day prior to the date of the Shareholders' Meeting (i.e. within 10 December 2020). Nevertheless, the right to intervene and vote - that has to be exercised only through the Delegated Representative - will be granted also to those whose relevant communication will have be received by the Company after the aforementioned term, if received prior to the beginning of the Shareholders' Meeting works, on single call.

There are no voting procedures by correspondence or by electronic tools.

It is reminded that the communication to the Company is made by the intermediary at the request of the person who has the right. The holders of voting rights are required to issue instructions to the intermediary who keeps the related accounts, so that he can make the aforementioned communication to the Company.

VOTING BY PROXY

Pursuant to article 106, paragraph 4 of Decree no. 18 the Company availed itself of the right to provide that participation in the Shareholders' Meeting is allowed only through the Designated Representative. With reference to the Shareholders' Meeting referred to in this notice of call, OVS S.p.A. identified as the

Designated Representative pursuant to article 135-undecies of the T.U.F. Trevisan & Associati Law Firm, with office in Milan, Viale Majno no. 45, in person of Dario Trevisan or any substitutes in case of impediment, to whom a specific proxy and/or sub-proxy shall be granted, alternatively pursuant to:

• article 135-undecies of the T.U.F., through the "Proxy form to the Designated Representative", or
• article 135-novies of the T.U.F., with the right to use the "Ordinary proxy form" and/or the "Subproxy form",

in the manner described below.

Delegation pursuant to Article 135-undecies T.U.F. ("Proxy to the Designated Representative")

The Designated Representative can be granted with a written proxy pursuant to article 135-undecies of the T.U.F., without expenses for the delegating party (except for any shipping costs), with voting instructions on all or some of the proposals on the Agenda.

The proxy to the Designated Representative under Article 135-undecies of the T.U.F. has to be granted by signing the specific "Proxy form to the Designated Representative" made available in the dedicated section of the Company's website www.ovscorporate.it Section Governance/Shareholders' Meeting 2020 and received, in original, with the relevant written voting instructions, together with a copy of an identity document in force of the delegator and, in case the delegator is a legal person, a copy of an identity document of the legal representative or other person granted with appropriate powers, together with the documentation proving the corporate powers (copy of the Chamber of Commerce certificate or similar document), as well as a copy of the accreditation certificate issued by its/her/his bank or intermediary, alternatively

• (i) as to proxies with hand-written signature, by courier o registered letter with acknowledgement of receipt, to Trevisan & Associati Law Firm, Viale Majno, no. 45,20122 - Milan
• (Ref. "Proxy for Shareholders' Meeting OVS 2020")
• (ii) as to proxies with electronic certified signature or ature, by certified mail addressed to representative-designato@pec.it

no later than the end of the second open market day preceding the date set forth for the Shareholders' Meeting (i.e. no later than 11.59 pm on 11 December 2020).

The proxy and the related voting instructions given to the Designated Representative pursuant to article 135 undecies of the T.U.F. can be revoked within the aforementioned deadline (i.e. 11 December 2020), in the same way as for the conferral.

The proxy has no effect about proposals for which voting instructions have not been given.

Proxy and/or sub-proxy pursuant to article 135-novies T.U.F. ("ordinary proxy" and/or "subproxy")

Those who do not give proxies pursuant to article 135-undecies of the T.U.F. may grant the Designated Representative with proxies and/or sub-proxies pursuant to article 135-novies of the T.U.F., by way of derogation to Article 135-undecies, paragraph 4, of the T.U.F.

To this end, the "Ordinary proxy form" and / or the "Sub-proxy form", available in the specific section of the Company's website, at www.ovscorporate.it, Section Governance / Shareholders' Meeting 2020" may be used.

The proxies with the related written voting instructions, together with a copy of an identity document in force of the delegator and, in case the delegator is a legal person, a copy of an identity document of the legal representative or other person granted with the appropriate powers, together with of the documentation proving the corporate powers (copy of the Chamber of Commerce certificate or similar document), as well as a copy of the accreditation certificate issued by its/her/his bank or intermediary, have to be sent:

(i) to the Company, by mail, to the address: OVS S.p.A., Legal and Corporate Affairs Department, Via Terraglio, no. 17, 30174 Venezia - Mestre, or by certified e-mail, addressed to: corporate@pec.ovs.it, or email to the same address corporate@pec.ovs.it, receiving also ordinary e-mail or, alternatively,

(ii) to Trevisan & Associati Law Firm, by mail, tohe address: Viale Majno no. 45, 20122, Milan - Italy, or via certified e-mail, addressed to: representative-designato@pec.it or e-mail: rappresentantedesignato@trevisanlaw.it (Ref. "Proxy for Shareholders' Meeting OVS 2020")

by 12.00pm (noon) on 14 December 2020 (it being understood that the Designated Representative may accept proxies and/or sub-proxies and/or voting instructions even after the aforementioned term, if prior to the beginning of the Shareholders' Meeting works).

The proxy and/or sub-proxy and the related voting instructions on all or any of the proposals on the Agenda, conferred to the Designated Representative pursuant to Article 135-novies of the T.U.F., can be revoked within the aforementioned term (i.e., 14 December 2020), in the same way as for the conferral.

The Designated Representative is available to the Shareholders for further clarifications regarding the granting of the proxy (and, in particular, regarding the completion of the proxy form and the voting instructions and their transmission), to the addresses mentioned above and/or to the Toll-Free Number: 800 134 679.

RIGHT TO REQUEST INTEGRATION TO THE AGENDA OF THE MEETING AND TO PRESENT NEW PROPOSALS FOR RESOLUTIONS BY THE SHAREHOLDERS HOLDING AT LEAST 2.5% OF THE SHARE CAPITAL (PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1, FIRST PERIOD, T.U.F.)

Within ten days of the publication of this notice of call, Shareholders representing, even jointly, at least onefortieth of the share capital can request to integrate the list of the items to be discussed, indicating further items proposed by them or presenting proposals for resolutions regarding the items that have already been included in the Agenda.

Only those Shareholders in favour of whom specific communication by an authorized intermediary was received by the Company pursuant to the applicable laws will have the right request integrations to the Agenda or to present new proposals for resolutions.

Requests have to be made in writing and be received by the Company no later than the above-mentioned term via registered mail or certified e-mail to the following addresses: OVS S.p.A., Legal and Corporate Affairs Department, Via Terraglio, no. 17, 30174 Venezia - Mestre (Italy), e-mail corporate@pec.ovs.it. By the same term and using the same methods, Shareholders making proposals have to supply the Board of Directors with a report outlining the reasons why they are proposing new items to be discussed or the reasons why they are proposing further resolutions regarding the items already included in the Agenda.

Information on the Agenda integrations or on the presentation of further proposals for resolution on the items already included in the Agenda is provided in the same form required for the publication of this notice of call, at least fifteen days prior to the date of the Shareholders' Meeting, on single call (i.e. 30 November 2020). Together with the publication of the integration notice or of such presentation, the report by the applying Shareholders will be made available to the public, in the same form provided for the documents regarding the Shareholders' Meeting, accompanied by the Board of Directors' relevant remarks (if any).

No integrations to the Agenda are permitted for the items upon which the Shareholders' Meeting resolves upon proposal by the Board of Directors or based on a draft or report prepared by the latter pursuant to the applicable laws, except for those referred to under Article 125-ter, paragraph 1, of the T.U.F..

PRESENTATION OF PROPOSALS FOR RESOLUTION BY THOSE WHO HAVE THE RIGHT TO VOTE (PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1, PENULTIMATE PERIOD, OF THE T.U.F.)

Since participation in the Shareholders' Meeting is permitted exclusively through the Designated Representative, only for the purposes of this Shareholders' Meeting and taking into account the circumstances and extraordinary measures, those who have the right to vote may individually submit to the Company proposals for resolutions on the items on the Agenda - pursuant to Article 126-bis, paragraph 1, penultimate period, of the T.U.F. - with adequate advance and, in any case, by 30 November 2020.

The aforementioned proposals, formulated in a clear and complete way, have to be submitted in writing, indicating as reference " Proposals for resolution pursuant to Article 126-bis, paragraph 1, penultimate period, T.U.F. ", together with the information that allows the identification of the subject who submits them, as well as the information relating to the ownership of shares (by means of a specific certification of the authorised intermediary) and the related voting right, and have to be sent to the Company within the aforementioned term by registered letter or certified e-mail or ordinary e-mail, with original to follow, to the following addresses: OVS S.p.A., Legal and Corporate Affairs Department, Via Terraglio, no. 17, 30174 Venezia - Mestre, e-mail corporate@pec.ovs.it, also receiving ordinary e-mail. Any such proposals have to indicate the item on the Agenda of the Shareholders' Meeting they refer to, the text of the proposed resolution and the

personal data of the applicant. To allow all Shareholders to know the individual proposals that will be presented at the Shareholders' Meeting and to give their voting instructions to the Designated Representative on them, the Company will publish by 1 December 2020 on its website www. ovscorporate.it Governance, Section/Shareholders' Meeting 2020 such proposals, reserving the right to verify - for publication purposes their relevance with respect to the items on the Agenda, completeness, compliance with applicable legislation, as well as the legitimacy of the proposers.

RIGHT TO MAKE QUESTIONS UPON THE ITEMS ON THE AGENDA

Those who have the right to vote and in favour of whom the Company has received a specific communication made by an authorized intermediary pursuant to current legislation are entitled to make questions on the items on the Agenda even before the Shareholders' Meeting, and in any case within 7 trading days prior to the date of the Shareholders' Meeting (i.e. by 4 December 2020), by sending them by registered letter or certified email or ordinary e-mail with original to follow, to the following addresses: OVS S.p.A., Management Legal and Corporate Affairs, Via Terraglio, no. 17, 30174 Venezia - Mestre, e-mail corporate@pec.ovs.it, also receiving ordinary e-mail. In order to facilitate the organization of the answers, the questions have refer to the page number of the explanatory report on the related item on the Agenda prepared by the Board of Directors pursuant to Article 125-ter of the T.U.F. or other document made available to the Shareholders' Meeting. Only questions received within the aforementioned term, strictly pertinent to the matters on the Agenda and made by those holding the voting right on the so-called record date, will be taken into consideration. Ownership of the right to vote can also be certified after the submission of the questions provided that within the third day following the record date (i.e. by 7 December 2020).

Questions ritually presented and received before the Shareholders' Meeting will be answered at the latest within 3 trading days prior to the Shareholders' Meeting by publication on the Company's website www.ovscorporate.it, Section Governance/Shareholders' Meeting 2020. No answer will be due, if the information requested is already made available by the Company in "Question and Answer" format on the Company's website www.ovscorporate.it, Section Governance/ Shareholders' Meeting 2020, or the answer is already published in the same section. The Company may provide unitary answers to questions having the same content. Questions not related to the Agenda will not be answered.

DOCUMENTS

The illustrative report of the Directors and the further documents regarding the Shareholders' Meeting set forth by the applicable provisions of law, including proposals for resolution, will be made available to the public within the terms provided for by the law at the Company's offices at Via Terraglio, no. 17, 30174

Venezia - Mestre (Italy), and on the Company's website www.ovscorporate.it, Section Governance/Shareholders' Meeting 2020, as well as at the mechanism for the central storage of regulated information .

Company By-Laws and Shareholders' Meeting Regulation are available on the Company's website www.ovscorporate.it, Section Governance, respectively, By-Laws and Procedures and Regulations.

This notice of call is published in full today, according to Article 125-bis of the T.U.F. and Article 8.3 of the By-Laws, on the Company's website www.ovscorporate.it, Section Governance/Shareholders' Meeting 2020 and at the mechanism for the central storage of regulated information , as well as it will be published tomorrow, 14 November 2020, as an abstract, on the newspaper "IlSole24Ore".

The Company reserves the right to integrate and/or modify the above instructions in consideration of the measures that may become necessary or appropriate in relation to the COVID-19 epidemiological emergency.

Venezia-Mestre, 13 November 2020

For the Board of Directors Franco Moscetti Chairman of the Board of Directors