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Safilo Group AGM Information 2023

Apr 27, 2023

4328_iss_2023-04-27_54a52331-9bf0-41f9-a87f-94a6b5be97ed.pdf

AGM Information

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THE SHAREHOLDERS' MEETING OF SAFILO GROUP S.P.A. HAS APPROVED THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2022

Approval of the new Stock Option Plan 2023- 2025 Appointment of the Board of Statutory Auditors Appointment of the new audit firm

Padua, April 27, 2023 – The Shareholders' Meeting of Safilo Group S.p.A., held today in single call, has approved the Company's 2022 financial statements and the Board of Directors' report and, furthermore, has taken note of the consolidated financial statements.

The Ordinary Shareholders' Meeting has also:

  • 1) approved the first section of the Report on the remuneration policy and on the remuneration paid, relating to the Company's policy on the remuneration of the members of the Board of Directors, managers with strategic responsibilities and the Board of Statutory Auditors for the 2023 financial year and the procedures used for the adoption and implementation of this policy, and favourably resolved upon the second section of the Report on the remuneration policy and on the remuneration paid, relating to the items that make up the remuneration of the members of the Board of Directors, managers with strategic responsibilities and the Board of Statutory Auditors, as well as the remuneration paid to them for any reason during the 2022 financial year;
  • 2) approved the use of profits and capital reserves to integrally cover the losses carried forward from the previous financial years;
  • 3) approved a new Stock Option Plan 2023-2025 of Safilo Group S.p.A. and Safilo S.p.A., proposed by the Board of Directors held on March 9, 2023, which provides for the assignment of a maximum of 22,000,000 options valid for the assignment of a maximum number of 22,000,000 ordinary shares of the Company in favour of executive directors who are also employees and other employees of Safilo Group S.p.A. and/or other companies within the Group, who hold an important role or who play a significant role in the achievement of the medium-long term goals of the Group.

It should also be noted that the ordinary shareholders' meeting of the subsidiary Safilo S.p.A., held today, unanimously resolved to authorize the purchase and disposal of ordinary shares of the parent company Safilo Group S.p.A., inter alia to service the abovementioned Stock Option Plan 2023-2025, for a maximum number of 16,000,000 shares equal to approximately 3.9% of the shares currently issued by Safilo Group S.p.A.. The authorisation for the purchase of the parent company's shares is granted for the maximum duration allowed by law, provided for by article 2359-bis, paragraph 2 and by article 2357, paragraph 2, of the Italian Civil Code for a period of eighteen months, starting from the approval of the resolution. The transactions of purchase of the parent company's shares shall carried out on regulated markets, in compliance with current legislation and, in particular, with Article 132 of the TUF - with reference to the principle of equal treatment of shareholders – with Article 144-bis and Article 144-bis.1 of the Issuers' Regulation, with the EU and national regulations on market abuse applicable from time to time, and in compliance with the conditions set forth in the market practices permitted under Article 13 MAR and in compliance with Article 5 MAR, as well as with the applicable provisions of Delegated Regulation (EU) No. 1052 of 8 March 2016. The shareholders' meeting of Safilo S.p.A. also gave the mandate to the Sole Director to identify, for the purpose of the purchase, the amount of shares to be purchased prior to the commencement of each purchase programme as well as the unit price, which may not, in any case, be 10% lower in minimum and 10% higher in maximum with respect to the official price recorded by Safilo Group's share on the Euronext Milan market organised and managed by Borsa Italiana S.p.A. on the trading day prior to that on which the purchase transaction will be carried out;

4) appointed the new Board of Statutory Auditors, which is composed of Maria Francesca Talamonti, appointed from the minority list presented by the institutional investors Algebris UCITS Funds plc - Algebris Core Italy Fund; Amundi Asset Management SGR S.p.A., fund manager of: Amundi Valore Italia Pir, Amundi Accumulazione Italia Pir 2023, Amundi Sviluppo Italia; Eurizon Capital SGR S.p.A., fund manager of: Eurizon Azioni Pmi Italia, Eurizon Pir Italia Azioni, Eurizon Progetto Italia 20, Eurizon Pir Italia 30, Eurizon Progetto Italia 70, Eurizon Progetto Italia 40; Fideuram Asset Management Ireland gestore del fondo Fonditalia Equity Italy; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.P.A., fund manager of: Piano Azioni Italia, Piano Bilanciato Italia 50, Piano Bilanciato Italia 30; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity; Mediolanum Gestione Fondi Sgr S.P.A., fund manager of: Mediolanum Flessibile Futuro Italia e Mediolanum Flessibile Sviluppo Italia, and accordingly appointed as Chairman of the Board of Statutory Auditors, Bettina Solimando and Roberto Padova as Standing Statutory Auditors from the majority list presented by the shareholder Multibrands Italy B.V., Nathalie Brazzelli and Marco Prandin as Alternative Statutory Auditors, respectively from the majority and the minority list presented by BDL Capital Management in compliance with the rules in effect from time to time pertaining to gender balance. The Board of Statutory Auditors will hold office until the approval of the financial statements at 31.12.2025.

The Company thanks Carmen Pezzuto and Marzia B. Reginato for their contributions during the service respectively as Standing Statutory Auditor and Alternative Statutory Auditor of the outgoing Board of Statutory Auditors;

5) appointed, following a reasoned proposal of the Board of Statutory Auditors, Pricewaterhousecoopers S.p.A. as the new statutory auditor of the Company, for the financial years from 2023 to 2031.

In the extraordinary session, the Shareholders' meeting approved the proposal of issuance in cash of up to a maximum number of 11,000,000 ordinary shares without any indication of par value, with exclusion of the preemption right pursuant to Article 2441, Paragraph 8, of the Italian Civil Code, at the service of the abovementioned Stock Option Plan 2023-2025.

All the documentation relating to the Shareholders' meeting is available on the company's internet website at the section Governance/ Shareholders' meeting, https://www.safilogroup.com/en/governance/shareholders-meeting.

About Safilo Group

Established in 1934 in Italy's Veneto region, Safilo Group is one of the eyewear industry's key players in the design, manufacturing and distribution of prescription frames, sunglasses, outdoor eyewear, goggles and helmets. The Group designs and manufactures its collections by blending stylistic, technical and industrial innovation with quality and skillful craftsmanship. With an extensive global presence, Safilo's business model enables it to monitor its entire production and distribution chain. From research and development in five prestigious design studios, located in Padua, Milan, New York, Hong Kong and Portland, to its company-owned production facilities and network of qualified manufacturing partners, Safilo Group ensures that every product offers the perfect fit and meets the highest quality standards. Reaching approximately 100,000 selected points of sale worldwide with an extensive wholly owned network of subsidiaries in 40 countries and more than 50 partners in 70 countries, Safilo's well-established traditional wholesale distribution model, which encompasses eyecare retailers, chains, department stores, specialized retailers, boutiques, duty free shops and sporting goods stores, is complemented by Direct-to-Consumer and Internet pure player sales platforms, in line with the Group's development strategies.

Safilo Group's portfolio encompasses home brands: Carrera, Polaroid, Smith, Blenders, Privé Revaux and Seventh Street. Licensed brands include: Banana Republic, BOSS, Carolina Herrera, Chiara Ferragni, Dsquared2, Eyewear by David Beckham, Fossil, havaianas, HUGO, Isabel Marant, Jimmy Choo, Juicy Couture, kate spade new york, Levi's, Liz Claiborne, Love Moschino, Marc Jacobs, Missoni, M Missoni, Moschino, Pierre Cardin, PORTS, rag&bone, Tommy Hilfiger, Tommy Jeans and Under Armour.

The parent company, Safilo Group S.p.A., is listed on the Euronext Milan organized and managed by Borsa Italiana (ISIN code IT0004604762, Bloomberg SFL.IM, Reuters SFLG.MI). In 2022, Safilo Group recorded net revenues for Euro 1,076.7 million.

Contacts:

Safilo Group Investor Relations Barbara Ferrante Ph. +39 049 6985766 https://www.safilogroup.com/en/investors

Safilo Group Press Office Elena Todisco [email protected] Mob. +39 339 1919562 Barabino&Partners S.p.A. Pietro Cavallera [email protected] Ph. +39 02 72023535 Mob. +39 338 9350534