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Safilo Group AGM Information 2018

Apr 3, 2018

4328_rns_2018-04-03_85eb9f84-ae2a-415a-81f6-48be38cd0983.pdf

AGM Information

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Multibrands Italy B.V. Weena 696 3012 CN - Rotterdam The Netherlands

Delivered by

certified e-mail to [email protected]

SAFILO GROUP S.p.A.

  • Legal and Corporate Department -Settima Strada no. 15 35129 Padua

DIGITA

To the kind attention of the Board of Directors

March 30, 2018

Re: Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

Dear Sirs.

in view of the SAFILO GROUP S.p.A. Shareholders' Meeting - Ordinary Session - to be held at its registered office in Padua, Settima Strada n. 15, on the day of April 24th, 2018 at 10:00 a.m., in single call, to discuss and deliberate over "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office; related and consequent resolutions", the undersigned Gerben van de Rozenberg, acting as legal representative of Multibrands Italy B.V. (hereinafter, "Multibrands Italy"), with registered office in Weena 696, Rotterdam (The Netherlands), owner of no. 26,073,783 ordinary shares in SAFILO GROUP S.p.A., representing 41.612% of the share capital thereof, in compliance with Article 14 of the Company's Articles of Association presents and submits the following list of candidates for the appointment of the new Board of Directors, with the following sequential numbers:

  1. Eugenio Razelli, born in Genoa on June 18th, 1950, Italian citizen, resident

  2. Angelo Trocchia, born in Formia (LT), on $27th$ April 1963, Italian citizen, resident

Melchert F. Groot, born in The Hague (Netherlands) on October 22nd, 1959, Dutch citizen, $3.$ resident.

  1. Jeffrey A. Cole, born in Cleveland, Ohio (USA), on May 20th, 1941, U.S. citizen, resident $\mathsf{L}$ who

satisfies the independence requirements set forth pursuant to the joint application of articles 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Financial Act and the application of Article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. as adopted by SAFILO GROUP S.p.A.;

  1. Robert Polet, born in Kuala Lumpur (Malaysia) on July 25th, 1955, Dutch citizen, resident

  2. Ines Mazzilli, born in Milan on May 5th, 1962, Italian citizen, resident

who satisfies the independence requirements set forth pursuant to the joint application of articles 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Financial Act and the application of Article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. as adopted by SAFILO GROUP S.p.A.:

    1. Cinzia Morelli-Verhoog, born in Premosello, on 28th January 1960, Italian citizen, resident who satisfies the independence requirements set forth pursuant to the joint application of articles 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Financial Act and the application of Article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. as adopted by SAFILO GROUP S.p.A.:
    1. Catherine Gérardin -Vautrin, born in Versailles (France) on 18th November 1959, French citizen. resident

who satisfies the independence requirements set forth pursuant to the joint application of articles 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Financial Act and the application of Article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. as adopted by SAFILO GROUP S.p.A.;

  1. Gerben van de Rozenberg, born in Enschede (Netherlands) on July 5th, 1976, Dutch citizen, resident in

In accordance with article 14 of the Company's Articles of Association, this list is filed today at the registered office of SAFILO GROUP S.p.A. accompanied by the following documents:

certification issued by the legally registered intermediary attesting the ownership by $\mathbf{A}$

Multibrands Italy of no. 26,073,783 shares equal to 41.612% of the share capital of SAFILO GROUP S.p.A.;

  • statement of each candidate accepting the candidature as member of the Board of Directors of $B)$ SAFILO GROUP S.p.A. and attesting, under his own responsibility, that there is no cause for ineligibility, decadence or incompatibility provided for by the law, as well as the meeting of the requirements of honour and professionalism as envisaged by the regulations in force for the appointment as member of the Board of Directors of a listed Company, therein including the statements of Mr. Jeffrey A. Cole, Mrs. Ines Mazzilli, Mrs. Cinzia Morelli-Verhoog and Mrs. Catherine Gérardin-Vautrin on satisfaction of the independence requirements set forth pursuant to the joint application of articles 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Financial Act and the application of Article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. as adopted by SAFILO GROUP S.p.A..
  • $C$ curricula containing the personal and professional characteristics of each candidate, and the number of offices held in other companies.

Yours faithfully,

Gerben van de Rozenberg (on behalf of Multibrands Italy B.V.)

Attachment A)

Certification issued by the legally registered intermediary attesting the ownership by Multibrands Italy of no. 26,073,783 shares equal to 41.612% of the share capital of SAFILO GROUP S.p.A.

SAFILO GROUP S.p.A. PROG. N.
Sede in Plave di Cadore, Piazza Tiziano 8
DATE OF REQUEST 28/03/2018
DATE OF TRANSMISSION 28/03/2018 Client Code: N. 900001
MULTIBRANDS ITALY BV
WEENA 696
3012 CN ROTTERDAM EE
CODE No DESCRIPTION OF THE FINANCIAL INSTRUMENTS QUANTITY
IT000460476200 Az. Ordinarie raggruppate 26.073.783
DATE OF REFERENCE EFFECTIVENESS EXERCISABLE RIGHT
28/03/2018 30/03/2018 DEP
THIS CERTIFICATION IS ISSUED FOR THE EXERCISE OF THE FOLLOWING RIGHT:
"Presentations of list for the Appointment of the Board of Director"
SAFILO GROUP S.p.A.
Germany

$\label{eq:2} \frac{1}{2}\left(\frac{1}{2}\sum_{i=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}^{n} \frac{1}{2}\sum_{j=1}$

$\frac{1}{\sqrt{2}}$

$\ddot{\cdot}$

$\Delta$

$\frac{1}{\sqrt{2}}$

$\frac{1}{2}$

$\frac{1}{2}$

$\sim 100$

$\sim$

Attachment B)

Statements of each candidate accepting the candidature and attesting, under his/her own responsibility, that there is no cause for ineligibility, decadence or incompatibility provided for by the law, as well as the possession of the requirements of honour and professionalism as envisaged by the regulations in force for the appointment as member of the Board of Directors of a listed Company, therein including the statements of Mr. Jeffrey A. Cole, Mrs. Ines Mazzilli, Mrs. Cinzia Morelli-Verhoog and Mrs. Catherine Gérardin-Vautrin on satisfaction of the independence requirements set forth pursuant to the joint application of articles 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Financial Act and the application of Article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. as adopted by SAFILO GROUP S.p.A..

$B/1$ Statement of Mr. Eugenio Razelli

$B/2$ Statement of Mr. Angelo Trocchia

$B/3$ Statement of Mr. Melchert F. Groot

  • $B/4$ Statement of Mr. Jeffrey A. Cole
  • $B/5$ Statement of Mr. Robert Polet
  • $B/6$ Statement of Mrs. Ines Mazzilli
  • $B/7$ Statement of Mrs. Cinzia Morelli-Verhoog

$B/8$ Statement of Mrs. Catherine Gérardin-Vautrin

$B/9$ Statement of Mr. Gerben van de Rozenberg

Eugenio Razelli

$T_{\Omega}$ SAFILO GROUP S.p.A.

Settima Strada n. 15 35129 Padua

To the kind attention of the Board of Directors

PADOVA, 26 MARZO, 2018

Re: Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

Dear Sirs.

I, the undersigned, Eugenio Razelli, born in Genoa on June 18th, 1950, Italian citizen, resident

taking note that:

40

  • the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office; related and consequent resolutions" (the "Shareholders' Meeting");
  • the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and
  • in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. Lof the List;

declare

    1. to accept the nomination as member of the Board of Directors of the Company proposed by the shareholder Multibrands Italy B.V. by means of the List:
  • $2.$ to accept the office as director of the Company, in the event of my appointment as director of the Company by the Shareholders' Meeting, with effect as of same appointment:
  • to accept the office as Chairman of the Board of Directors of the Company in the event the List 3.

receives the majority of the votes at the Ordinary Shareholders' Meeting, pursuant to Article 14 of the Articles of Association.

Under my responsibility for the following statements. I, the undersigned, also,

attest

  • that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law; I,
  • to meet the requirements of integrity and professionalism required by the law for the acceptance of $2.$ the position as member of the Board of Directors of a listed company;
  • not to hold any interest on an unlimited liability basis in any company carrying out competing $32$ activity vis-à-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-à-vis the Company.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

Eugenio Razelli لإلى المعربي

Angelo Trocchia

To: SAFILO GROUP S.p.A.

Settima Strada n. 15 35129 Padua

To the kind attention of the Board of Directors

28th March, 2018

Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list Re: for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

Dear Sirs.

$1.1$

I, the undersigned, Angelo Trocchia, born in Formia (LT), on 27/04/1963, Italian citizen, resident

taking note that:

the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office; related and consequent resolutions" (the "Shareholders' Meeting");

the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and

in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. $2$ of the List;

declare

  • to accept the nomination as member of the Board of Directors of the Company proposed by the shareholder Multibrands Italy B.V. by means of the List:
  • to accept the office as director of the Company, in the event of my appointment as director of the $2.$ Company by the Shareholders' Meeting, with effect as of same appointment.

Under my responsibility for the following statements, I, the undersigned, also,

attest

  • $1.$ that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law;
  • $2.$ to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;
    1. not to hold any interest on an unlimited liability basis in any company carrying out competing activity vis-a-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-à-vis the Company.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

Angelo Trocchia

Melchert F. Groot

To: SAFILO GROUP S.p.A.

Settima Strada n. 15 35129 Padua

To the kind attention of the Board of Directors

$25 - 3$ 2018

Re: Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session: Presentation of a list for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

Dear Sirs,

I, the undersigned, Melchert F. Groot, born in The Hague (Netherlands) on October 22nd, 1959, Dutch citizen, resident king note that:

the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office; related and consequent resolutions" (the "Shareholders' Meeting");

the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and

in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. 3 of the List;

declare

  • $\mathbf{1}$ . to accept the nomination as member of the Board of Directors of the Company proposed by the shareholder Multibrands Italy B.V. by means of the List:
  • $2.$ to accept the office as director of the Company, in the event of my appointment as director of the

Company by the Shareholders' Meeting, with effect as of same appointment.

Under my responsibility for the following statements, I, the undersigned, also,

attest

  • that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law; $\mathbf{I}$
  • to meet the requirements of integrity and professionalism required by the law for the acceptance of $\overline{2}$ . the position as member of the Board of Directors of a listed company;
  • not to hold any interest on an unlimited liability basis in any company carrying out competing activity vis-à-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-à-vis the Company.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

$3.$

Melchert F. Groot

Jeffrey A. Cole

To: SAFILO GROUP S.p.A.

Settima Strada n. 15 35129 Padua

To the kind attention of the Board of Directors

March 27 $2018$

Dear Sirs,

Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list Re: for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

1, the undersigned, Jeffrey A. Cole, born in Cleveland, Ohio (USA), on May 20th, 1941. U.S. citizen, resident taking note that: $\hat{\boldsymbol{\omega}}$

the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua. Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office, related and consequent resolutions" (the "Shareholders' Meeting");

the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and

in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. 4 of the List:

declare

1.

to accept the nomination as member of the Board of Directors of the Company proposed by the shareholder Multibrands Italy B.V, by means of the List;

to accept the office as director of the Company, in the event of my appointment as director of the $2.$ Company by the Ordinary Shareholders5 Meeting, with effect as of same appointment,

Under my responsibility for the following statements, I, the undersigned, also,

attest

  • L. that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law;
  • $2.$ to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;
  • not to hold any interest on an unlimited liability basis in any company carrying out competing 3. activity vis-a-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-à-vis the Company; and

state

to meet the requirements to be qualified as an Independent Director in accordance with the provisions of articles 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree 24 February 1998 no. 58 and in accordance with article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. and adopted by the Company.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

Jeffrey A. Cole Jeffray Cole

Robert Polet

To: SAFILO GROUP S.p.A.

Settima Strada n. 15 35129 Padua

To the kind attention of the Board of Directors

Tarch

Dear Sirs.

Re: Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

I, the undersigned, Robert Polet, born in Kuala Lumpur (Malaysia) on July 25th, 1955, Dutch citizen, resident/ laking note that:

  • the Shareholders' Meeting of SAFILO GROUF S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members, determination of their remunerations for the entire term of their office; related and consequent resolutions" (the "Shareholders' Weeting");
  • the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and
  • in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. S of the List:

declare

  • to accept the nomination as member of the Board of Directors of the Company proposed by the $\mathbf{l}$ . shareholder Multibrands Italy B.V. by means of the List;
  • to accept the office as director of the Company, in the event of my appointment as director of the $\mathbf{2}$ Company by the Shareholders' Meeting, with effect as of some appointment.

Under my responsibility for the following statements, I, the undersigned, also,

attest

that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law; L.

  • $21$ to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;
  • $\overline{3}$ . not to hold any interest on an unlimited liability basis in any company carrying out competing activity vis-à-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-a-vis the Company.

Curriculum vitue is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof.

ert Polet Roj Forcacint.

Ines Mazzilli

To: SAFILO CROUP S.p.A.

Settima Strada no. 15 35129 Padua

To the kind attention of the Board of Directors

-5 OЗ 2018

Dear Sirs.

Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list Re: for the appointment of the Board of Directors pursuant to orticle 14 of the Company's Articles of Association

i, the undersigned, Ines Marrilli, bom in Milan on May 50, 1962, Italian citizen, gesident,

taking nute that:

  • the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Struda no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in onler to discuss and resolve upon the "Appointment of the Bourd of Directors, with the previous determination of the number of members; determination of their remunerations for the emire term of their office, related and consequent resolutions" (the "Shareholders' Meeting"):
  • lhe shareholder Multibrands Haly B.V. Intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resulved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and
  • in relation to the above, the shareholder Multibrands Haly B.V. intends to eandidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. 6 of the List

declare

  • 3.
  • to accopt the nomination as member of the Board of Diractors of the Company proposed by the ahareholder Multibrands Italy B.V. by monts of the List;
  • to accept the office as director of the Company, in the event of my appointment as director of the $\ddot{4}$ Company by the Shareholders' Meeting, with effect as of same appointment.

Under my responsibility for the following statements, I, the undersigned, also,

nttust

that there are no reasons for incligibility, forfeiture and incompatibility provided for by the law;

to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;

nut to hold any interest on an unlimited liability basis in any company carrying out competing activity vis-à-vis the Company, nor to conduct, for my own account or on heimif of third parties, any computing activity to those carried out by the Company nor to have boan appointed director or general manager of companies carrying out competing activities vis-a-vis the Company; and

state

to meet the requirements to be qualified as an Independent Director in accordance with the provisions of articles 147-ter, paragraph 4, and 143, paragraph 3, of Legislative Decree 24 February 1998 no. 53 and in accordance with article 3 of the Corporate Governance Code Issued by Borsa Italians S.p.A. and adopted by the Company.

ł

Carriculum vitae is berein attached providing also for a list of the offices held in other companies.

I underlake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

Ulisset and

$1-$

$\mathbf{1}$

з.,

Oreswoonee

Cinzia Morelli-Verhoog

SAFILO GROUP S.p.A.

Settima Strada no. 15 35129 Padua

To the kind attention of the Board of Directors

Nyleenk, 25/03 2018

Dear Sirs,

$T_0$

Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list Re: for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

I, the undersigned, Cinzia Morelli-Verhoog, born in Premosello on January 28, 1960, Italian citizen, resident taking note that:

the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office; related and consequent resolutions" (the "Shareholders' Meeting");

the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and

in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. 7 of the List:

declare

ļ.

to accept the nomination as member of the Board of Directors of the Company proposed by the shareholder Multibrands Italy B.V. by means of the List;

$\overline{2}$ . to accept the office as director of the Company, in the event of my appointment as director of the Company by the Shareholders' Meeting, with effect as of same appointment.

Under my responsibility for the following statements, I, the undersigned, also,

attest

  • that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law; 1.
  • $2.$ to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;
  • not to hold any interest on an unlimited liability basis in any company carrying out competing $3.$ activity vis-a-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-à-vis the Company; and

state

to meet the requirements to be qualified as an Independent Director in accordance with the provisions of articles 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree 24 February 1998 no. 58 and in accordance with article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. and adopted by the Company.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

Cinzia Morelli-Verhoog

Ciuniopulli-Jenttref-

Catherine Gérardin-Vautrin

To: SAFILO GROUP S.p.A.

Settima Strada no. 15 35129 Padua

To the kind attention of the Board of Directors

Milano, March 29, 2018

Dear Sirs.

Re: Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

I, the undersigned, Catherine Gérardin-Vautrin, born in Versailles (France) on 18 November 1959, French citizen, resident) taking note that:

  • the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office; related and consequent resolutions" (the "Shareholders' Meeting"):
  • the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and
  • in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. 8 of the List:

declare

  • $1.$ to accept the nomination as member of the Board of Directors of the Company proposed by the shareholder Multibrands Italy B.V. by means of the List;
  • to accept the office as director of the Company, in the event of my appointment as director of the $2.$ Company by the Shareholders' Meeting, with effect as of same appointment.

Under my responsibility for the following statements, I, the undersigned, also,

attest

  • that there are no reasons for ineligibility, forteiture and incompatibility provided for by the law; $\mathbf{l}$
  • $\overline{2}$ to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;
  • not to hold any interest on an unlimited liability basis in any company carrying out competing $31$ activity vis-à-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-a-vis the Company; and

state

to meet the requirements to be qualitied as an independent Director in accordance with the provisions of articles 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree 24 February 1998 no. 58 and in accordance with article 3 of the Corporate Governance Code issued by Borsa Italiana S.p.A. and adopted by the Company.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I underlake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

Catherine Gérardin-Vantrin

Gerben van de Rozenberg

To: SAFILO GROUP S.p.A.

Settima Strada no. 15 35129 Padua

To the kind attention of the Board of Directors

larch 26 2018

Dear Sirs.

Shareholders' Meeting of SAFILO GROUP S.p.A. - Ordinary Session; Presentation of a list Re: for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

I, the undersigned, Gerben van de Rozenberg, born in Enschede (Netherlands) on July 5th, 1976, Dutch citizen. taking note that:

the Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called at the registered office of the Company located in Padua, Settima Strada no. 15, on April 24th, 2018 at 10:00 a.m., in single call, in order to discuss and resolve upon the "Appointment of the Board of Directors, with the previous determination of the number of members; determination of their remunerations for the entire term of their office; related and-consequent resolutions" (the "Sharcholders' Meeting"):

  • the shareholder Multibrands Italy B.V. intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and
  • in relation to the above, the shareholder Multibrands Italy B.V. intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. 9 of the List:

declare

  • to accept the nomination as member of the Board of Directors of the Company proposed by the 1. shareholder Multibrands Italy B.V. by means of the List;
  • to accept the office as director of the Company, in the event of my appointment as director of the $2,$ Company by the Shareholders' Meeting, with effect as of same appointment.

Under my responsibility for the following statements, I, the undersigned, also,

attest

  • $1.$ that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law;
  • $\ddot{2}$ to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;
  • $3.$ not to hold any interest on an unlimited liability basis in any company carrying out competing activity vis-à-vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-à-vis the Company.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements.

In witness whereof

Gerben van de Rozenberg

Attachment C)

Curricula containing the personal and professional characteristics of each candidate, and the number of offices held in other companies.

  • C/1 Curriculum vitae of Mr. Eugenio Razelli
  • $C/2$ Curriculum vitae of Mr. Angelo Trocchia
  • $C/3$ Curriculum vitae of Mr. Melchert F. Groot
  • $C/4$ Curriculum vitae of Mr. Jeffrey A. Cole
  • Curriculum vitae of Mr. Robert Polet $C/5$
  • C/6 Curriculum vitae of Mrs. Ines Mazzilli
  • $C/7$ Curriculum vitae of Mrs. Cinzia Morelli-Verhoog
  • $C/8$ Curriculum vitae of Mrs. Catherine Gérardin-Vautrin
  • $C/9$ Curriculum vitae of Mr. Gerben van de Rozenberg

EUGENIO RAZELLI Chairman (non-executive)

Eugenio Razelli (born in Genova on June 18, 1950), is President of the Board of Directors of SAFILO GROUP S.p.A. since April 26, 2017. He was previously a Director of the Board of Directors of SAFILO GROUP S.p.A. (since March 29, 2010).

He graduated in Electrical Engineering from Genova University. He began his career in Fiat Auto and Zanussi, and became CEO of Gilardini Industriale in 1983. Subsequently, he held positions of growing responsibility with Comind (General Manager of Stars and Politecna) and Magneti Marelli. In particular, in the Components Sector of the Fiat Group he held the positions of General Manager of the Electronic Components Division, of Executive Vice President Manufacturing of the Electromechanical Components Group and, later on, of General Manager of this same Group. In 1991 he was appointed President of the Engine Control Systems.

He moved to Pirelli Cavi in 1993 as Vice President Manufacturing, and was later appointed President & CEO of Pirelli Cable North America.

Upon his return to Italy in 1997 he continued to work at Pirelli Cavi first serving as Senior Executive Vice President, Telecom Division and then as Senior Executive Vice President, Energy Division.

From 2001 to 2003 he held the position of President & CEO of Flamm, a leading company in the market of batteries.

From May 2003 to March 2005 he was Senior Vice President for Business Development of Fiat S.p.A. in charge of Mergers and Acquisitions, Innovation and ICT strategies.

From April 2005 to June 2015 he was President and Chief Executive Officer of Magneti Marelli.

Today he is industrial Advisor of Fondo Strategico Italiano and Capvis as well as member of the BoD of OMR (Officine Meccaniche Rezzatesi).

From 2005 to 2011 he was President of the Italian Association of the Automotive Industry (ANFIA) that has been representing since 1912 the whole automotive sector in Italy; and from 2006 to 2011 Member of the Board of CONFINDUSTRIA (General Confederation of the Italian Industry).

Since 2009 he has been Vice President of OICA (International Organization of Motor Vehicle Manufacturers) and from 2009 to 2011 President of FEDERVEICOLI, the Federation of the Italian Motor Vehicles and Components Associations of the transport sector, established after an agreement among ANCMA (National Association for the Bicycle, Motorcycle and Accessory Industry), ANFIA and UNACOMA (Italian Farm Machinery Manufacturers Association).

26 marzo, 2018 / Juelle

ANGELO TROCCHIA

Angelo Trocchia, born in Formia (Latina) on April 27, 1973, served as Chairman and Chief Executive Officer of Unilever Italia, of which he lead the business, today amongst the 5 most important in Europe.

After an MBA at the STOA'/MIT in Naples and a PHD in aeronautical engineering at the University La Sapienza in Rome, Angelo Trocchia began in 1991 an international career in Unilever, where he held various roles of increasing responsibility in supply chain and sales.

Until February 2013 he was the Chief Executive Officer of the Unilever Business in Israel, where he delivered two important acquisitions in the Ice Cream and Salty Snack Fields, as well as a significant growth in the Personal Care business. He also played a key role in leading the local company towards a brand new organizational set-up.

Previous roles in Unilever include the General Management of the Frozen Foods business, which he led until its acquisition by the Findus Group, managing the whole transition process.

Before that, he served as General Manager of the Unilever Ice Cream business in the Czech Republic and he also led the Italian Ice Cream business, which accounts for more than 40% of the total Italian business turnover.

He speaks Italian (mother tongue) and English (fluent).

fugit let

ふいく $\lambda$ $\sim$ $\sim$ $\mu$

MEL GROOT Director (non-executive)

Mel Groot (born in The Hague, Netherlands, on October 22, 1959), was the Chairman of the Board of Directors of SAFILO GROUP S.p.A. from March 29, 2010 to October 5, 2011, when he handed over his position, remaining as a non-executive member of the Board of Directors.

In 1984 he graduated in Civil Engineering from the Technical University of Delft, and subsequently gained a Master's in Business Administration from Columbia University in New York.

After his first work experience with Philips, in 1989 he joined HAL Holding N.V. where he is the Chairman of the Executive Board since October 2014.

Presently he is also Vice-chairman of the Supervisory Board of GrandVision N.V. (non-executive), Vice-chairman of Supervisory Board of Royal Vopak N.V. (non-executive) and member of the Supervisory Board of Anthony Veder N.V. (non-executive).

In the past, Mel Groot held important roles in different companies of the HAL Group among these, he was CEO of Pearle Europe B.V. (2001-2003) and GrandVision S.A. (2005-2006), Supervisory Board member of Pearle Europe B.V. (1996 - 2010), Chairman of Supervisory Board of GrandVision S.A. (2004 - 2010) and Chairman of the Supervisory Board of Audionova B.V. (2011-2014).

JEFFREY A. COLE Director (independent)

Jeffrey A. Cole (born in Cleveland, Ohio, USA, on May 20, 1941), Director of the Board of Directors of SAFILO GROUP S.p.A. since March 29, 2010.

He graduated from Harvard College and Harvard Business School.

Jeffrey A. Cole was Chairman and CEO, from 1983 to 2003, of Cole National Corporation, a leading optical retailer in North America and a leading provider of managed vision care service, as well as owning the gift store chain "Things Remembered", with sales, including franchisees, of over \$1billion. Major brands included Pearle Vision, Sears Optical, Target Optical, Cole Managed Vision Care and Things Remembered. Cole National also owned a minority interest in optical retailer, Pearle Europe B.V., now GrandVision B.V..

Jeffrey A. Cole built the strategic platform of Cole National through acquisitions and internal growth including the start-up of Pearle Europe B.V. in late 1996 in partnership with HAL INVESTMENTS of Rotterdam, the Netherlands. Cole National was acquired in October 2004 by Luxottica, an eyewear company based in Milan, Italv.

Jeffrey A. Cole has served as a Supervisory Board Member, since 1996, at GrandVision B.V. and its predecessor, a leading international optical retailer with over 7,000 locations in 45 countries. Since 2014 he has been a board member of Hilco, a US based manufacturer and distributor of eyewear accessories.

Jeffrey A. Cole is a trustee of the Cole Eye Institute of the Cleveland Clinic one of the top ranked eye research and treatment centers in the USA.

Jeffrey A. Cole has been the founder and principal shareholder of numerous companies in the USA and has served on the Board of Directors at various times of 10 publicly traded companies in the USA.

ROBERT POLET Director (non-executive)

Robert Polet (born in Kuala Lumpur, Malaysia, on July 25, 1955), is a Director of the Board of Directors of SAFILO GROUP S.p.A. since April 26, 2017. He was previously Chairman of the Board of Directors of SAFILO GROUP S.p.A. (from October 5, 2011 to April 26, 2017).

He was, from 2004 to 2011, Chairman and Chief Executive Officer of the Management Board of the Gucci Group contributing to the successful consolidation and growth of the Group and its brands. He previously spent 26 years in the Unilever Group where he was President of Unilever's Worldwide Ice Cream and Frozen Foods division, a \$7.8 billion business consisting of over 40 operating companies. Prior to that position, Mr. Polet worked in a variety of executive roles within Unilever, including Chairman of Unilever Malaysia, Chairman of Van den Bergh's and Executive Vice President of Unilever's European Home and Personal Care division.

Mr. Polet is also a non-executive Director of Philip Morris International Inc., William Grant & Sons, Arica Holding B.V. and non-executive Chairman of Rituals B.V..

INES MAZZILLI Director (independent)

ines Mazzilli (born in Milan on May 5, 1962), Director of the Board of Directors of SAFILO GROUP S.p.A. since April 27, 2015.

She graduated in Business Administration, major in Finance, from Bocconi University in Milian and she attended a Management Course at the INSEAD University in France.

lnes has 30s years of experience in a variety of senior finance monagement positions.

Since June 2016, Ines is member of the Advisory Council and Senior Advisor (external) for GENPACT.

She previously spent 23 years in HEINEKEN, in 1993, Ines Joined the Italian Operating Company as Planning & Control Manager and she was finance Director 2001-2005. In 2006-2010, Ince has been Senior Finance Director

of the Western Europe Rugion. In 2010-2015, Incs has been Senior Finance Director of the Global Business Services, responsible for Business Partnering to Global Business Services, REINEKEN Global Shared Services in Kraków, Global Process and Control

Improvement and Global Finance Business Process Management. In 2015-2016, Ines has been Senior Director Global Finance Processes & Internal Control, rosponsible for HEINEKEN Global Shared Services, Global Process and Centrol Improvement and Global Finance Business Process Management.

Prior to joining HGINEKEN, Incs spont the early part of her carear, from 1987 to 1993, in sonior finance jobs in Elizabeth Arden, being part of Eli Lilly first, and Unitever after.

loes storted her career in banking.

ines is active in a verlety of roundtables with multinationals and since June 2014, member of the Advisory Board of Corso di Lourea Magistrale in Economia e Legislazione d'Impresa, University of Payle, Italy,

maslinnaier.

CINZIA MORELLI VERHOOG

Cinzia Morelli Verhoog, born in Premosello (Italy) on January 28, 1960, is the founder of The Marketing Capability Academy, a Dutch company advising companies on how to increase the effectiveness of their marketing strategies and return on investments.

She graduated in modern languages from the State University of Milan.

From 2004 to 2016 she held various positions in Heineken NV including: International Portfolio Manager, Regional Marketing Manager Europe, Global Commercial Strategy Director, Senior Director Global Marketing Capabilities and finally Senior Director Global Marketing Development.

In the past, Cinzia Morelli Verhoog worked for Reckitt & Colman and ReckittBenckiser (London), IDV Diageo (Turin), Capgemini (Frankfurt, Milan London), Benckiser Italiana S.p.A. (Milan) and Richardson Vicks/Procter & Gamble (Milan and Rome).

She speaks Italian (mother tongue), English, French and Dutch.

CATHERINE GERARDIN-VAUTRIN

Catherine Gérardin-Vautrin, born on November 18, 1959 in Versailles (France), is a recognized manager in the fashion world and is currently a non-executive member of the Board of Directors of Autogrill, Campari and Yoox Net-a-Porter Group.

She holds a master's degree in English and French Law (Sorbonne/Paris - King's College/London) and is a graduate of HEC business school in France.

From February 2017 to September 2018 she has been CEO of Paule Ka, a Parisian fashion house of women's ready to wear, leading a rejuvenation of the brand's heritage as well as strengthening and developing its international business base.

She was previously Chief Executive Officer of Cerruti where from 2011 to 2014 she implemented a significant repositioning of the brand, in particular in overhauling its image and design.

Prior to this she was Chief Executive Officer of Emilio Pucci, a long-established brand that had become a niche, where she was responsible for its relaunch and international expansion. Catherine Gérardin-Vautrin started her career at Louis Vuitton Malletier, where she was successively head of global store image and then Director of men's and women's ready-towear.

She speaks French (mother tongue), English (fluent), and Italian (fluent).

GERBEN VAN DE ROZENBERG

Gerben van de Rozenberg (born in Enschede, the Netherlands, on July 5th, 1976), director of HAL Investments B.V. (Rotterdam, the Netherlands).

He holds a Master of Science (MSc) in Econometrics and Operational Research and a Master of Laws (LLM) in Dutch Law, both from the University of Groningen.

From 2002 to 2007 he was associate of HAL Investments B.V. and in 2008 he became investment manager. From 2009 to 2014 he was based in São Paulo (Brazil), where he was responsible for the M&A activities of HAL Investments B.V. in Latin America. Since 2016, he is director of HAL Investments B.V. (Rotterdam, the Netherlands).

In the past, Gerben van de Rozenberg has been member of the Board (non-executive) of Grupo Óptico Lux S.A. de C.V. (Mexico), Sunglass Island (Mexico), Reliance-Vision Express Pvt. Ltd. (India) and member of the Supervisory Board (non-executive) of AudioNova B.V (Netherlands). Presently, he is a member of the Board (non-executive) of HAL Real Estate Inc (US).

He speaks Dutch (Native), English (Fluent), Portuguese (Business), German (Basic), French (Basic) and Japanese (Basic).

POWER OF ATTORNEY

I, the underwritten Gerben van de Rozenberg, and

I, the underwritten Ruben Kers,

Whereas

  • (A) The undersigned are acting in their capacity of director A and director B respectively of HAL Investments 2 B.V. ("HAL"), a company incorporated and duly existing under the laws of the Netherlands, having its registered office at Weena 696, 3012 CN Rotterdam, the Netherlands, registered with the Register of Commerce and Companies in Rotterdam, the Netherlands, under nr. 24418449:
  • (B) In accordance with the articles of association of HAL, the undersigned Gerben van de Rozenberg and Ruben Kers, acting together, are authorised to represent HAL;
  • (C) HAL is the sole director of Multibrands Italy B.V. ("Multibrands"), a company incorporated and duly existing under the laws of the Netherlands, having its registered office at Weena 696, 3012 CN Rotterdam, the Netherlands, registered with the Register of Commerce and Companies in Rotterdam, the Netherlands, under nr 24481543;
  • (D) In accordance with the articles of association of Multibrands, HAL acting alone is authorised to represent Multibrands:

By this power of attorney dated March 29th, 2018, Multibrands, holder of no. 26,073,783 ordinary shares of the share capital of Safilo Group S.p.A., having its registered office at Settima Strada no. 15, Padua, hereby grants power of attorney to:

Mr. Gerben van de Rozenberg, born in Enschede, the Netherlands on July 5th, 1976;

To sign on behalf of Multibrands a letter for the presentation of the list for the appointment of the Board of Directors of Safilo Group S.p.A. at the shareholders' meeting of Safilo Group S.p.A. to be held in Padua, at Settima Strada n. 15, on April 24th, 2018, in single call.

We hereby ratify and confirm all the actions which the attorney shall lawfully take or cause to be taken by virtue hereof.

Signed at Rotterdam on March 29th, 2018

Mr. Gerben van de Rozenberg Director A Date: March 29th, 2018

Mr. Ruben Kers

Director B Date: March 29th, 2018

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