Safilo Group — AGM Information 2018

Apr 3, 2018

REPORT OF THE DIRECTORS FOR THE ORDINARY AND EXTRAORDINARY

SHAREHOLDERS' MEETING

OF

SAFILO GROUP S.p.A.

CALLED ON APRIL 24, 2018, IN SINGLE CALL

ITEM NO. 1 ON THE AGENDA – EXTRAORDINARY SESSION (Report drafted pursuant to Article 125-ter of the T.U.F. and Article 72 of the Issuers' Regulation)

Dear Shareholders,

With this report we would like to illustrate item No. 1 - extraordinary session - on the agenda of the Ordinary and Extraordinary Shareholders' Meeting of the Company, called at the registered office of the Company on April 24, 2018, at 10:00 am, in single call.

1. Proposal for the integration of the resolution of the capital increase, with exclusion of the option right pursuant to Article 2441, 4th paragraph, second part, of the Italian Civil Code, at the service of a stock option plan (Stock Option Plan 2017-2020) approved by the extraordinary Shareholders' Meeting on April 26, 2017, with the inclusion of a minimum issuance price; consequent amendments to Article 5 of the Articles of Association; related and consequent resolutions

Dear Shareholders,

We hereby remind you that the Shareholders' Meeting held on April 26, 2017 resolved to approve a capital increase in cash and in more tranches, up to a maximum number of 2,500,000 ordinary shares with par value of Euro 5 (five) each, having the same characteristics of the existing shares, with exclusion of the option right pursuant to Article 2441, 4 paragraph, second part, of the Italian Civil Code, at the service of a stock option plan, enjoying regular benefits, at a certain exercise price equal to the volume weighted average of the official price of the Safilo Group S.p.A. ordinary shares registered on the Italian Stock Exchange organized and managed by Borsa Italiana S.p.A. (Mercato Telematico Azionario) for the preceding month leading up to the day on which the Board of Directors resolves the granting of options under the Plan (i.e. the period starting from the day preceding the Board of Directors' meeting which resolves the granting of Options under the Plan and ending on the same day of the previous calendar month, it being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average).

To this regard, the Board of Directors believes it appropriate to propose to the upcoming Shareholders' Meeting, ordinary session, to approve certain amendments to the conditions of the Stock Option Plan 2017-2020 (for any related information, reference is made to the Illustrative Report of the Board of Directors published within the legal terms provided for by the applicable law).

With particular reference to the exercise price of the option, the Board of Directors intends to propose that the latter – without prejudice to the fact that the exercise price shall be equal to the volume weighted average of the official price of the shares of SAFILO GROUPS S.p.A. registered on the Italian Stock Exchange organized and managed by Borsa Italiana S.p.A. (Mercato Telematico Azionario) for the preceding month leading up to the day on which the Board of Directors resolves the granting of options under the Plan (therefore the period starting from the day preceding the Board of Directors' meeting which resolves the granting of Options under the Plan and ending on the same day of the previous calendar month, it being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average) – shall not in any case be less than Euro 5 per share.

It is therefore necessary to integrate the resolution of the capital increase at the service of a stock option plan as approved by the extraordinary Shareholders' Meeting on April 26, 2017, in order to expressly include a minimum issuance price equal to Euro 5 per share (i.e. equal to the nominal value of the SAFILO Group's ordinary shares), and therefore in compliance with a limit already provided for by the Italian legal system (as, under the provisions of the Civil Code, it is not possible to issue shares below nominal value).

Amendments made to Company's Articles of Association

As a consequence of the above-mentioned integration to the Capital Increase's resolution, Article 5 of the Company's Articles of Association shall be amended accordingly. The proposed wording to be inserted into the Article 5 is hereinafter attached.

Current Text	Amended Text
Share capital amounts to Euro 313,299,825.00	Share capital amounts to Euro 313,299,825.00
(three hundred	(three hundred
thirteen million two hundred	thirteen million two hundred
ninety-nine	ninety-nine
thousand	thousand
eight	eight
hundred	hundred
twenty	twenty
five/00) divided into no. 62,659,965 (sixty-two	five/00) divided into no. 62,659,965 (sixty-two
million six hundred fifty-nine thousand nine	million six hundred fifty-nine thousand nine
hundred sixty-five) ordinary	hundred sixty-five) ordinary
shares of a par value	shares of a par value
of Euro 5.00 (five/00) each.	of Euro 5.00 (five/00) each.
Option rights may be excluded, in respect of the	Option rights may be excluded, in respect of the
capital	capital
increase, up to the limit of ten per cent of	increase, up to the limit of ten per cent of
existing capital, on	existing capital, on
the condition that the issue	the condition that the issue
price corresponds to the market	price corresponds to the market
value and this is	value and this is
confirmed in a report by the Company's	confirmed in a report by the Company's
auditors,	auditors,
pursuant to article 2441, paragraph 4, point 2, of	pursuant to article 2441, paragraph 4, point 2, of
the	the
Italian Civil Code.	Italian Civil Code.
By virtue of what has been specified, the	By virtue of what has been specified, the
extraordinary meeting	extraordinary meeting
of November 5, 2010	of November 5, 2010
resolved to increase the share capital by a	resolved to increase the share capital by a
maximum nominal value of Euro 8,500,00.,00 by	maximum nominal value of Euro 8,500,000.00 by
issuing new	issuing new
ordinary shares for an amount up to	ordinary shares for an amount up to
a maximum of no n. 1,700,000,	a maximum of no n. 1,700,000,
par value Euro	par value Euro
5,00 (five/00) each, to be offered for	5,00 (five/00) each, to be offered for
subscription	subscription
to directors and/or employees of the Company	to directors and/or employees of the Company
and itssubsidiaries.	and its subsidiaries.
By virtue of what has been specified above, the	By virtue of what has been specified above, the
extraordinary	extraordinary
meeting	meeting
of	of
April	April
15th,	15th,
2014	2014
resolved to increase the share	resolved to increase the share
capital by a	capital by a
maximum nominal value of Euro 7,500,000.00	maximum nominal value of Euro 7,500,000.00
(seven	(seven
million five hundred thousand/00) by	million five hundred thousand/00) by
issuing new ordinary shares	issuing new ordinary shares
for an amount up to	for an amount up to
a maximum of no. 1,500,000 (one million five	a maximum of no. 1,500,000 (one million five
hundred thousand/00) of a par value Euro 5,00	hundred thousand/00) of a par value Euro 5,00
(five/00) each, to	(five/00) each, to
be offered for subscription to	be offered for subscription to
directors and/or employees of the	directors and/or employees of the
Company and	Company and
its subsidiaries.	its subsidiaries.
The extraordinary general meeting of July 10th,	The extraordinary general meeting of July 10th,
2014 has resolved	2014 has resolved
to increase the capital in cash,	to increase the capital in cash,
payable and in divisible form,	payable and in divisible form,
with the exclusion	with the exclusion
of the pre-emption right pursuant to article 2441,	of the pre-emption right pursuant to article2441,

paragraph 5, of the Italian Civil Code, for a maximum amount of Euro 150,000,000 (one hundred and fifty million), inclusive of any possible share premium, to be issued in one or more times by means of issue of ordinary shares of the Company with a nominal value of Euro 5,00 (five/00) each, having the same characteristics of the outstanding ordinary shares, exclusively and irrevocably reserved to the conversion of the equity linked bond, of an amount equal to Euro 150,000,000 (one hundred and fifty million), with due date May 22nd, 2019, reserved to qualified investors, named "Safilo Group Euro 150 million, 1.25 per cent Guaranteed Equity-Linked bonds due 2019", it being understood that the last possible due date for the underwriting of the newly issued ordinary shares is on June 30th, 2019, and that, in the event that on that date the capital increase is not completely underwritten, the capital in any case shall be considered increased by an amount equal to the collected underwritings and since the underwritings, expressly authorizing the directors to issue new shares every time the shares are underwritten.

On April 26, 2017 the extraordinary general meeting resolved to increase the share capital, in cash and in more tranches, by a maximum nominal value of Euro 12,500,000.00 (twelve million five hundred thousand/00) attributable to the entire share capital by issuing new ordinary shares for an amount up to a maximum of no. 2,500,000 (two million five hundred thousand) of a par value Euro 5,00 (five/00) each, having the same characteristics as those already issued, with regular enjoyment, with the exclusion of the option right pursuant to article 2441, paragraph 4, second part of the Italian Civil Code, to be offered for subscription to the beneficiaries of the 2017-2020 Stock Option Plan, at a certain exercise price, equal to the volume weighted average of the official price of the Safilo Group's shares registered on the Italian Stock Exchange organized and managed by Borsa Italiana S.p.A. (Mercato Telematico Azionario) for the preceding month leading up to granting of options (therefore the period starting from the day preceding the Board of Directors' meeting which resolves the granting of options under the Plan and ending on the same day of the previous calendar month, it being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average).

paragraph 5, of the Italian Civil Code, for a maximum amount of Euro 150,000,000 (one hundred and fifty million), inclusive of any possible share premium, to be issued in one or more times by means of issue of ordinary shares of the Company with a nominal value of Euro 5,00 (five/00) each, having the same characteristics of the outstanding ordinary shares, exclusively

and irrevocably reserved to the conversion of the equity linked bond, of an amount equal to Euro 150,000,000 (one hundred and fifty million), with due date May 22nd, 2019, reserved to qualified investors, named "Safilo Group Euro 150 million, 1.25 per cent Guaranteed Equity-Linked bonds due 2019", it being understood that the last possible due date for the underwriting of the newly issued ordinary shares is on June 30th, 2019, and that, in the event that on that date the capital increase is not completely underwritten, the capital in any case shall be considered increased by an amount equal to the collected underwritings and since the underwritings, expressly authorizing the directors to issue new shares every time the shares are underwritten.

On April 26, 2017 the extraordinary general meeting resolved to increase the share capital, in cash and in more tranches, by a maximum nominal value of Euro 12,500,000.00 (twelve million five hundred thousand/00) attributable to the entire share capital by issuing new ordinary shares for an amount up to a maximum of no. 2,500,000 (two million five hundred thousand) of a par value Euro 5,00 (five/00) each, having the same characteristics as those already issued, with regular enjoyment, with the exclusion of the option right pursuant to article 2441, paragraph 4, second part of the Italian Civil Code, to be offered for subscription to the beneficiaries of the 2017-2020 Stock Option Plan, at a certain exercise price, equal to the volume weighted average of the official price of the Safilo Group's shares registered on the Italian Stock Exchange organized and managed by Borsa Italiana S.p.A. (Mercato Telematico Azionario) for the preceding month leading up to granting of options (therefore the period starting from the day preceding the Board of Directors' meeting which resolves the granting of options under the Plan and ending on the same day of the previous calendar month, it being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average).

On April 24, 2018 the extraordinary general meeting resolved to integrate the resolution of

capital increase of April 26, 2017, including that
the issuance price of the new ordinary shares,
equal up to a maximum of no. 2,500,000 (two
million five hundred thousand) to be offered for
subscription to the beneficiaries of the 2017-
2020 Stock Option Plan, it being understood that
such exercise price will be equal to the volume
weighted average of the official price of the
Safilo Group's shares registered on the Italian
Stock Exchange organized and managed by
Borsa Italiana S.p.A. (Mercato Telematico
Azionario) for the preceding month leading up to
granting of options (therefore the period
starting from the day preceding the Board of
Directors' meeting which resolves the granting
of options under the Plan and ending on the
same day of the previous calendar month, it
being understood that, during the aforesaid
period, only trading days will be taken into
account to determine the weighted average),
shall not in any case be lower than the nominal
value of the shares and, therefore, shall not be
less than Euro 5 (five/00)per share.

It is hereby specified that the amendments to the Articles of Association do not imply the right of withdrawal pursuant to Article 2437 of the Italian Civil Code.

For the reasons described above, the Board of Directors submits the following resolution for your approval:

proposed resolution

"The Extraordinary Shareholders' Meeting of Safilo Group S.p.A.,

• taking into account the related illustrative report of the Board of Directors;
• taking into account the approval by the Ordinary Shareholder's Meeting of the Company held on April 24, 2018 of certain amendments to the conditions of the stock option plan named "Stock Option Plan of Safilo Group S.p.A. 2017-2020";

resolves

• 1) to integrate the resolution of capital increase with exclusion of the option right pursuant to Article 2441, 4 paragraph, second part, of the Italian Civil Code, at the service of the stock option plan 2017-2020, as approved by the Extraordinary Shareholders' Meeting on April 26, 2017, with the inclusion of a minimum issuance price of Euro 5.00 (five/00) per shares, equal to the nominal value of the ordinary shares of Safilo Group S.p.A.;
• 2) to amend accordingly the text of Article 5 of the Company's Articles of Association and adding a new chapter with the following text:

"Share capital amounts to Euro 313,299,825.00 (three hundred thirteen million two hundred ninety-nine thousand eight hundred twenty-five/00) divided into no. 62,659,965 (sixty-two million six hundred fifty-nine thousand nine hundred sixty-five) ordinary shares of a par value of Euro 5.00 (five/00) each. Option rights may be excluded, in respect of the capital increase, up to the limit of ten per cent of existing capital, on the condition that the issue price corresponds to the market value and this is confirmed in a report by the Company's auditors, pursuant to Article 2441, paragraph 4, point 2, of the Italian Civil Code.

By virtue of what has been specified, the extraordinary meeting of November 5, 2010 resolved to increase the share capital by a maximum nominal value of Euro 8,500,000.00 by issuing new ordinary shares for an amount up to a maximum of no n.1,700,000, par value Euro 5,00 (five/00) each, to be offered for subscription to directors and/or employees of the Company and its subsidiaries.

By virtue of what has been specified above, the extraordinary meeting of April 15th, 2014 resolved to increase the share capital by a maximum nominal value of Euro 7,500,000.00 (seven million five hundred thousand/00) by issuing new ordinary shares for an amount up to a maximum of no. 1,500,000 (one million five hundred thousand/00) of a par value Euro 5,00 (five/00) each, to be offered for subscription to directors and/or employees of the Company and its subsidiaries.

The extraordinary general meeting of July 10th, 2014 has resolved to increase the capital in cash, payable and in divisible form, with the exclusion of the pre-emption right pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for a maximum amount of Euro 150,000,000 (one hundred and fifty million), inclusive of any possible share premium, to be issued in one or more times by means of issue of ordinary shares of the Company with a nominal value of Euro 5,00 (five/00) each, having the same characteristics of the outstanding ordinary shares, exclusively and irrevocably reserved to the conversion of the equity linked bond, of an amount equal to Euro 150,000,000 (one hundred and fifty million), with due date May 22nd, 2019, reserved to qualified investors, named "Safilo Group Euro 150 million, 1.25 per cent Guaranteed Equity-Linked bonds due 2019", it being understood that the last possible due date for the underwriting of the newly issued ordinary shares is on June 30th, 2019, and that, in the event that on that date the capital increase is not completely underwritten, the capital in any case shall be considered increased by an amount equal to the collected underwritings and since the underwritings, expressly authorizing the directors to issue new shares every time the shares are underwritten.

On April 26, 2017 the extraordinary meeting resolved to increase the share capital, in cash and in more tranches, by a maximum nominal value of Euro 12,500,000.00 (twelve million five hundred thousand/00) attributable to the entire share capital by issuing new ordinary shares for an amount up to a maximum of no. 2,500,000 (two million five hundred thousand) of a par value Euro 5,00 (five/00) each, having the same characteristics as those already issued, with regular enjoyment, with the exclusion of the option right pursuant to Article 2441, paragraph 4, second part of the Italian Civil Code, to be offered for subscription to the beneficiaries of the 2017-2020 Stock Option Plan, at a certain exercise price, equal to the volume weighted average of the official price of the Safilo Group's shares registered on the Italian Stock Exchange organized and managed by Borsa Italiana S.p.A. (Mercato Telematico Azionario) for the preceding month leading up to granting of options (therefore the period starting from the day preceding the Board of Directors' meeting which resolves the granting of options under the Plan and ending on the same day of the previous calendar month, it being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average).

On April 24, 2018 the extraordinary general meeting resolved to integrate the resolution of capital increase of April 26, 2017, including that the issuance price of the new ordinary shares, equal up to a maximum of no. 2,500,000 (two million five hundred thousand) to be offered for subscription to the beneficiaries of the 2017-2020 Stock Option Plan, it being understood that such exercise price will be equal to the volume weighted average of the official price of the Safilo Group's shares registered on the Italian Stock Exchange organized and managed by Borsa Italiana S.p.A. (Mercato Telematico Azionario) for the preceding month leading up to granting of options (therefore the period starting from the day preceding the Board of Directors' meeting which resolves the granting of options under the Plan and ending on the same day of the previous calendar month, it being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average) and shall not in any case be lower than the nominal value of the shares and, therefore, shall not be less than Euro 5 (five/00)per share.";

5) to grant the Chairman with the any power necessary to implement the above resolutions as well as to take care of the required and/or appropriate formalities needed, with the power to make any non-substantial amendments, adjustments that might be appropriate or required by the competent Authority."

***

Padua, April 3, 2018

for the Board of Directors Eugenio Razelli Chairman