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Safilo Group — AGM Information 2026
May 27, 2026
4328_rns_2026-05-27_21a9c919-24f8-42a6-bec5-e9adc34ebdc6.pdf
AGM Information
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[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
Notary File No. 22,038
Folder No. 17,993
MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS'
THE COMPANY "SAFILO GROUP S.P.A."
REPUBLIC OF ITALY
On the thirtieth of April two thousand and twenty-six.
In Padua, Piazza De Gasperi No. 32.
I, the undersigned, Alessandro NAZARI, Notary in Piove di Sacco (PD), with offices in via Garibaldi No. 68 and registered with the Notary College of the District of Padua, with these minutes of the Ordinary and Extraordinary Shareholders' Meeting, which I have been asked to draft by the Chairman of the Board of Directors, Mr. RAZELLI Eugenio - OMISSIS -, in accordance with the law,
DECLARE
That the Ordinary and Extraordinary Shareholders' Meeting took place exclusively by means of video/telecommunication pursuant to the law and to the Articles of Association, on April 28 (twenty-eighth), 2026 (two thousand and twenty-six), starting from eleven a.m. - validly convened by means of the notice of call of the Ordinary and Extraordinary Shareholders' Meeting made available on March 19, 2026 on the Company's website and published as an excerpt on the newspaper "La Repubblica" on March 19, 2026 - of the Company "SAFILO GROUP S.P.A.", with its registered office in Padua (PD), Zona Industriale VII Strada No. 15, share capital, subscribed and fully paid in, of Euro 384,912,456.25 (three hundred eighty-four million nine hundred twelve thousand four hundred fifty-six/25), resolved share capital of Euro 504,943,372.53 (five hundred four million nine hundred forty-three thousand three hundred seventy-two/53), Fiscal Code and registration number with the Company Register of Padua 03032950242, REA: PD-358600, an Italian Company, established in Italy, listed on the Euronext Milan regulated market organized and managed by Borsa Italiana S.p.A. ("EXM"), in order to discuss and resolve on the following
AGENDA
ORDINARY SESSION
- Financial statements as at December 31, 2025:
1.1 approval of the Separate Financial Statements
1.2 allocation of the results for the year - Report on the remuneration policy and on the remuneration paid:
2.1 approval of Section I of the report
2.2 non-binding vote on Section II of the report - Appointment of the Board of Statutory Auditors for the 2026-2028 term:
3.1 appointment of the members of the Board of Statutory Auditors
3.2 appointment of the Chairman of the Board of Statutory Auditors
3.3 determination of the annual remuneration - Approval of the incentive plan in favor of employees named "Performance Share Plan 2026-2028"
EXTRAORDINARY SESSION
- Proposal of amendment to Article 5 of the Articles of Association currently in force
- Proposal to delegate the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, for a term of five years from the date of the relevant resolution, with the power to increase the share capital free of charge in tranches, pursuant to Article 2349 of the Italian Civil Code, by issuing not more than 5,500,000 ordinary shares, for an amount not exceeding Euro 5,115,000, at a value equal to the par value of Safilo's shares
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on the date of execution of the capital increase, to be entirely charged to the share capital, to be assigned to the employees of Safilo Group S.p.A. and of its subsidiaries, which are beneficiaries of the incentive plan concerning the ordinary shares of Safilo Group S.p.A., named "Performance Share Plan 2026-2028"; subsequent amendment to Article 5 of the Articles of Association currently in force
To this end, I, the Notary, proceed to record the proceedings of the Ordinary and Extraordinary Shareholders' Meeting of said Company, as follows:
"On April twenty-eighth, two thousand and twenty-six, at eleven a.m., exclusively by means of video/telecommunication pursuant to the law and to the Articles of Association, the Ordinary and Extraordinary Shareholders' Meeting of the Company
"SAFILO GROUP S.P.A."
with its registered office in Padua (PD), Zona Industriale VII Strada No. 15, share capital, subscribed and fully paid in, of Euro 384,912,456.25 (three hundred eighty-four million nine hundred twelve thousand four hundred fifty-six/25), resolved share capital of Euro 504,943,372.53 (five hundred four million nine hundred forty-three thousand three hundred seventy-two/53), Fiscal Code and registration number with the Company Register of Padua 03032950242, REA: PD-358600, an Italian Company, established in Italy, listed on the Euronext Milan regulated market organized and managed by Borsa Italiana S.p.A. ("EXM"), took place.
In his role as Chairman of the Board of Directors of the Company, Mr. RAZELLI Eugenio took the role of Chairman of the meeting, pursuant to Article 11 of the Articles of Association, and declared the session open at eleven a.m.
First of all, the Chairman reminded that the participation of those entitled to vote in the Shareholders' Meeting, in accordance with Article 10 of the Articles of Association, would take place (i) exclusively through the appointed representative "COMPUTERSHARE S.P.A." with registered office in Milan (MI), via Lorenzo Mascheroni No. 19 (in the person of Mrs. SANALITRO Marta participating by means of audio conference pursuant to the law) and (ii) exclusively by means of video/telecommunication.
The Chairman then moved on to provide some preliminary information before moving on to the discussion of the items on the agenda.
The Chairman informed that:
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a recording system was in place for the purpose of facilitating the subsequent drafting of the minutes;
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pursuant to the legislation in force concerning data protection, the attendees' data would be collected and processed by the Company exclusively for the accomplishment of the mandatory corporate requirements;
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for the Board of Directors, in addition to the Chairman of the Board of Directors Mr. RAZELLI Eugenio, the Director and Chief Executive Officer Mr. TROCCHIA Angelo, as well as the Directors Messrs. BUJA Katia, BRISSET Matthieu Jean-Pierre Michel, POLET Robert Bram, VAN DE ROZENBERG Gerben, GROOT Melchert Frans, MAZZILLI Ines Maria Lina and BONI Irene were present, whereas the Director MORELLI Cinzia justified her absence;
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for the Board of Statutory Auditors, the Chairman Mrs. TALAMONTI Maria Francesca, the Standing Statutory Auditor Mrs. SOLIMANDO Bettina and the Standing Statutory Auditor Mr. PADOVA Roberto were present;
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the Notary Alessandro NAZARI, who would take the minutes of the meeting, Mr. MELOTTI Michele, Chief Financial Officer of Safilo Group, and Mr. Francesco Gianni, Secretary of the Board of Directors, were also present.
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The Chairman declared that:
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the Shareholders' Meeting had been validly convened by means of the notice of call of the Ordinary and Extraordinary Shareholders' Meeting made available on March 19, 2026 on the Company's website and published as an excerpt on the newspaper "La Repubblica" on March 19, 2026;
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the legitimacy of the shareholders to attend the Shareholders' Meeting through the appointed representative, as well as compliance with the current laws and Articles of Association of the proxies presented by the appointed representative - which were filed with the Company's records - had been ascertained by the authorized personnel.
The Chairman declared that only the appointed representative was in attendance, representing as a proxy No. 238 (two hundred thirty-eight) shareholders, holding a total of No. 329,415,932 (three hundred twenty-nine million four hundred fifteen thousand nine hundred thirty-two) shares, equal to 79.238544% (seventy-nine point two three eight five four four per cent) of the share capital, as per the attendance sheet to be attached to these minutes; furthermore, for the sake of completeness, he pointed out that on April 14, 2026 No. 200,000 (two hundred thousand) options were exercised in relation to the I Tranche of the "Stock Option Plan of SAFILO GROUP S.P.A. 2023-2025", served through treasury shares of Safilo Group S.p.A. held by the subsidiary Safilo S.p.A.
The Chairman reminded that, pursuant to the applicable provisions of law and Articles of Association, the Ordinary Shareholders' Meeting convened in single call was regularly constituted with the presence of any represented part of the share capital, whereas the Extraordinary Shareholders' Meeting convened in single call was regularly constituted with the presence of at least one fifth of the share capital, and he therefore declared the Ordinary and Extraordinary Shareholders' Meeting validly convened to resolve upon the items on the following
"AGENDA
ORDINARY SESSION
- Financial statements as at December 31, 2025:
1.1 approval of the Separate Financial Statements
1.2 allocation of the results for the year - Report on the remuneration policy and on the remuneration paid:
2.1 approval of Section I of the report
2.2 non-binding vote on Section II of the report - Appointment of the Board of Statutory Auditors for the 2026-2028 term:
3.1 appointment of the members of the Board of Statutory Auditors
3.2 appointment of the Chairman of the Board of Statutory Auditors
3.3 determination of the annual remuneration - Approval of the incentive plan in favor of employees named "Performance Share Plan 2026-2028"
EXTRAORDINARY SESSION
- Proposal of amendment to Article 5 of the Articles of Association currently in force
- Proposal to delegate the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, for a term of five years from the date of the relevant resolution, with the power to increase the share capital free of charge in tranches, pursuant to Article 2349 of the Italian Civil Code, by issuing not more than 5,500,000 ordinary shares, for an amount not exceeding Euro 5,115,000, at a value equal to the par value of Safilo's shares
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
on the date of execution of the capital increase, to be entirely charged to the share capital, to be assigned to the employees of Safilo Group S.p.A. and of its subsidiaries, which are beneficiaries of the incentive plan concerning the ordinary shares of Safilo Group S.p.A., named “Performance Share Plan 2026-2028”; subsequent amendment to Article 5 of the Articles of Association currently in force.
The Chairman announced that:
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the documentation relating to the Shareholders' Meeting, including the documentation required by Article 125-ter T.U.F., namely the illustrative reports on the items on the agenda, the annual financial report and the related reports of the Independent Auditors and of the Board of Statutory Auditors, the consolidated non-financial declaration and the related report of the Auditing Company, the report on corporate governance and ownership structure and the Report on the remuneration policy and on the remuneration paid, had been published in compliance with current regulations and within the terms set forth by law; in particular, the above-mentioned documentation had been filed at the registered office, published on a specific section of the Company's website and made available at the central storage of regulated information lInfo within the terms set forth by law and regulation;
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two lists for the appointment of the members of the Board of Statutory Auditors, presented respectively by the shareholder MULTIBRANDS B.V. and by some institutional investors, had also been filed in compliance with the applicable regulations and within the terms set forth by law; the same had been filed within the terms set forth by law at the registered office, published on a specific section of the Company's website and made available at the central storage of regulated information lInfo.
The Chairman announced that the share capital recorded with the Company Register was currently resolved for Euro 504,943,372.53 (five hundred four million nine hundred forty-three thousand three hundred seventy-two/53), of which Euro 384,912,456.25 (three hundred eighty-four million nine hundred twelve thousand four hundred fifty-six/25) fully subscribed and paid in, divided into 415,726,889 (four hundred fifteen million seven hundred twenty-six thousand eight hundred eighty-nine) ordinary shares without par value.
The Chairman informed that:
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the Company does not hold treasury shares in its portfolio, specifying that, as at the date of the Shareholders' Meeting, Safilo S.p.A. holds No. 23,045,488 (twenty-three million forty-five thousand four hundred eighty-eight) shares of the Company, equal to approximately $5.54\%$ (five point five four per cent) of the shares currently issued by the Company, further specifying that such percentage takes into account the exercise relating to the I Tranche of the "Stock Option Plan of SAFILO GROUP S.P.A. 2023-2025" which took place on April 14, 2026;
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with regard to the Shareholders' Meeting, no proxy solicitation had been carried out pursuant to Article 136 and subsequent of T.U.F.;
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no request had been received by the Company for integration of the agenda, pursuant to Article 126-bis of T.U.F., nor had any questions on the items on the agenda been received before the Shareholders' Meeting pursuant to Article 127-ter of T.U.F. The Chairman declared that the Company was not aware of the existence of any shareholders' agreement.
The Chairman informed that the list containing the names of the participants in the Shareholders' Meeting through proxy to the appointed representative, containing the total number of shares
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represented and the indication of the delegating shareholders, would be attached to the minutes of the Shareholders' Meeting. The Chairman informed that, based on the Shareholders' Ledger, integrated by the communications received pursuant to Article 120 of T.U.F., as well as by other information available to the Company, the subjects who participated, directly or indirectly, in a measure exceeding 5% (five per cent) of the share capital represented by shares with voting rights, were the following:
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HAL HOLDING NV through MULTIBRANDS ITALY B.V. with 206,126,958 (two hundred six million one hundred twenty-six thousand nine hundred fifty-eight) shares, corresponding to a percentage interest equal to 49.58% (forty-nine point five eight per cent) of the ordinary share capital and to a percentage interest equal to 52.49% (fifty-two point four nine per cent) of the voting capital;
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BDL CAPITAL MANAGEMENT with a total of 62,017,088 (sixty-two million seventeen thousand eighty-eight) shares, corresponding to a total percentage interest equal to 14.92% (fourteen point nine two per cent) of the ordinary share capital and to a total percentage interest equal to 15.79% (fifteen point seven nine per cent) of the voting capital, through BDL REMPART with 30,535,985 (thirty million five hundred thirty-five thousand nine hundred eighty-five) shares, corresponding to a percentage interest equal to 7.35% (seven point three five per cent) of the ordinary share capital and to a percentage interest equal to 7.78% (seven point seven eight per cent) of the voting capital, BDL CONVICTIONS with 29,538,253 (twenty-nine million five hundred thirty-eight thousand two hundred fifty-three) shares, corresponding to a percentage interest equal to 7.11% (seven point one one per cent) of the ordinary share capital and to a percentage interest equal to 7.52% (seven point five two per cent) of the voting capital, R PORTFOGLIO BDL EUROPEAN EQUITY ALPHA with 1,609,950 (one million six hundred nine thousand nine hundred fifty) shares, corresponding to a percentage interest equal to 0.39% (zero point three nine per cent) of the ordinary share capital and to a percentage interest equal to 0.41% (zero point four one per cent) of the voting capital, BDL ENTREPRENEURS with 332,900 (three hundred thirty-two thousand nine hundred) shares, corresponding to a percentage interest equal to 0.08% (zero point zero eight per cent) of the ordinary share capital and to a percentage interest equal to 0.08% (zero point zero eight per cent) of the voting capital;
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SAFILO GROUP S.P.A. through SAFILO S.P.A. with 23,045,488 (twenty-three million forty-five thousand four hundred eighty-eight) shares, corresponding to a percentage interest equal to 5.54% (five point five four per cent) of the ordinary share capital.
The Chairman informed that, in order to address technical and organizational needs of the proceedings, some employees of the Company were also attending the Shareholders' Meeting.
The Chairman informed about the procedures for the holding of the Shareholders' Meeting: after the presentation of each of the items on the agenda, the voting phase would take place; the vote on each item on the agenda would take place by enunciation, by the appointed representative, of the voting instructions received from those entitled to vote. The names of the subjects who voted in favor, against or abstained, and the related number of shares owned and represented, would result from a document attached to the minutes of the Shareholders' Meeting.
The Chairman then moved on to the first item on the agenda - ordinary session - which he reminded those in attendance was the following:
- Financial statements as at December 31, 2025:
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
1.1 approval of the Separate Financial Statements
1.2 allocation of the results for the year
The Chairman pointed out:
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that, as provided by the applicable regulations, the draft separate financial statements were made available to the shareholders at the registered office, on the Company's website as well as at the central storage of regulated information 1Info within the deadlines set forth by law, together with the consolidated financial statements and the other required documents;
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that only the separate financial statements were submitted to the Shareholders' Meeting for its approval, pursuant to Article 2364, No. 1, of the Italian Civil Code, whereas the consolidated financial statements and the consolidated sustainability reporting pursuant to Legislative Decree No. 125 of December 30, 2024 were brought to the attention of the shareholders without however being subject to approval by the Shareholders' Meeting. The Chairman announced that, in consideration of the fact that all the documents related to the agenda had been filed at the registered office, made available at the central storage of regulated information "1Info" and published on the Company's website, the reading of the above-mentioned documents was omitted and he therefore read out the proposed resolution:
"The Shareholders' Meeting:
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having taken into account the draft Separate Financial Statements as at December 31, 2025 and the related Reports of the Directors, of the Board of Statutory Auditors and of the Auditing Company;
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having taken into account the Consolidated Financial Statements as at December 31, 2025 and the Sustainability Statement pursuant to Legislative Decree No. 125/2024 pursuant to Legislative Decree No. 125/2024;
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having taken into account the Illustrative Report of the Board of Directors;
resolves
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to approve the Separate Financial Statements as at December 31, 2025;
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to carry forward the loss generated in the year, amounting to Euro 8,963,321;
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to confer on the Chairman of the Board of Directors and the Chief Executive Officer, disjointly - also through special proxies - a mandate to carry out all the inherent activities, consequent or connected to the implementation of the resolution referred to in the previous points."
The Chairman declared open the vote on the approval of the separate financial statements as at December 31 (thirty-first) 2025 (two thousand and twenty-five).
The Chairman asked the appointed representative to communicate, based on the voting instructions received, the number of shares (i) which voted in favor of the proposal, (ii) which voted against the proposal and (iii) which abstained from voting.
The appointed representative declared No. 327,394,723 (three hundred twenty-seven million three hundred ninety-four thousand seven hundred twenty-three) votes in favor, No. 22,080 (twenty-two thousand eighty) votes against and No. 1,999,129 (one million nine hundred ninety-nine thousand one hundred twenty-nine) abstentions.
The Chairman announced that the proposal was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
The Chairman declared open the vote on the proposal on the allocation of the results for the year and asked the appointed representative to communicate, based on the voting instructions received, the number of shares (i) which voted in favor of the proposal, (ii) which voted against the proposal and (iii) which abstained from voting.
The appointed representative declared No. 329,053,392 (three hundred twenty-nine million fifty-three thousand three hundred ninety-two) votes in favor and No. 362,540 (three hundred sixty-two thousand five hundred forty) abstentions.
The Chairman announced that the proposal was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
The Chairman then moved on to the second item on the agenda - ordinary session - which he reminded those in attendance was the following:
2. Report on the remuneration policy and on the remuneration paid:
2.1 approval of Section I of the report
2.2 non-binding vote on Section II of the report
The Chairman reminded that:
- the Report on the remuneration policy and on the remuneration paid, drawn up pursuant to Article 123-ter of T.U.F. and Article 84-quater of the Issuers' Regulations, had been published in accordance with the law; the Report on the remuneration policy and on the remuneration paid is divided into two sections, which respectively illustrate:
(i) the Company's policy on the remuneration of the members of the Board of Directors, of the managers with strategic responsibilities and of the members of the Board of Statutory Auditors for the financial year 2026 and the procedures used for the adoption and implementation of such policy (the "Remuneration Policy");
(ii) each of the items that make up the remuneration of the members of the Board of Directors, of the Board of Statutory Auditors and of the managers with strategic responsibilities, as well as the remuneration paid to them for any reason during the 2025 financial year (the "Remuneration Paid");
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the Shareholders' Meeting was called to express a binding vote on the first section of the report containing the Remuneration Policy, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree No. 58 of February 24, 1998;
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the Shareholders' Meeting was also called to resolve in favor of or against the second section of the Report containing the Remuneration Paid, pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of February 24, 1998. The Shareholders' Meeting resolution on the second section was not binding, but the outcome of the vote would in any case be made available to the public pursuant to Article 125-quater, paragraph 2, of Legislative Decree 58/98.
The Chairman announced that, in consideration of the fact that the Report on the remuneration policy and on the remuneration paid had been filed at the registered office, made available at the central storage of regulated information "lInfo" and published on the Company's website, the reading of the above-mentioned document was omitted and he therefore read out the proposed resolution:
"The Shareholders' Meeting:
- having considered the contents of the first section of the Report on the Remuneration Policy and on the remuneration paid,
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relating to the Company's policy on the remuneration of the members of the Board of Directors, of the managers with strategic responsibilities and of the members of the Board of Statutory Auditors for the financial year 2026 and the procedures used for the adoption and implementation of this policy;
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having considered the contents of 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, of the Board of Statutory Auditors and of the managers with strategic responsibilities, as well as the remuneration paid to them for any reason during the 2025 financial year;
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having taken into account the Illustrative Report of the Board of Directors;
resolves
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to approve the first section of the Report on the Remuneration Policy and on the remuneration paid;
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to issue a favorable opinion (not binding) on the second section of the Report on the Remuneration Policy and on the remuneration paid.".
The Chairman declared open the vote on the first section of the Report on the remuneration policy and on the remuneration paid. The Chairman asked the appointed representative to communicate, based on the voting instructions received, the number of shares (i) which voted in favor of the proposal, (ii) which voted against the proposal and (iii) which abstained from voting.
The appointed representative declared No. 268,425,661 (two hundred sixty-eight million four hundred twenty-five thousand six hundred sixty-one) votes in favor, No. 60,627,731 (sixty million six hundred twenty-seven thousand seven hundred thirty-one) votes against and No. 362,540 (three hundred sixty-two thousand five hundred forty) abstentions.
The Chairman announced that the proposal was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
The Chairman declared open the vote on the second section of the Report on the remuneration policy and on the remuneration paid for any reason during the 2025 financial year.
The Chairman asked the appointed representative to communicate, based on the voting instructions received, the number of shares (i) which voted in favor of the proposal, (ii) which voted against the proposal and (iii) which abstained from voting.
The appointed representative declared No. 268,531,690 (two hundred sixty-eight million five hundred thirty-one thousand six hundred ninety) votes in favor, No. 60,521,702 (sixty million five hundred twenty-one thousand seven hundred two) votes against and No. 362,540 (three hundred sixty-two thousand five hundred forty) abstentions.
The Chairman announced that the proposal was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
The Chairman then moved on to the third item on the agenda - ordinary session - which he reminded those in attendance was the following:
- Appointment of the Board of Statutory Auditors for the 2026-2028 term:
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3.1 appointment of the members of the Board of Statutory Auditors
3.2 appointment of the Chairman of the Board of Statutory Auditors
3.3 determination of the annual remuneration
The Chairman reminded that, upon approval of the Financial Statements as at December 31 (thirty-first) 2025 (two thousand and twenty-five), the mandate of the Board of Statutory Auditors of the Company expired, and it was therefore necessary to proceed with the appointment of the new control body. As indicated in the notice of call of the Shareholders' Meeting and in the Board of Directors' report relating to this item on the agenda, the appointment of the Board of Statutory Auditors takes place according to the voting list mechanism, pursuant to Article 27 of the Articles of Association, published on the Company's website and to which full reference is made, in order to ensure (a) the appointment by the minority of one Standing Statutory Auditor and one Alternate Statutory Auditor, and (b) the balance between genders (masculine and feminine) within the Board of Statutory Auditors.
The Chairman pointed out that the appointment of the members of the Board of Statutory Auditors would be carried out as follows: - from the list that obtains the highest number of votes, two Standing Statutory Auditors and one Alternate Statutory Auditor shall be drawn, in the sequential order in which they appear on that list;
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the third Standing Statutory Auditor and the second Alternate Statutory Auditor shall be drawn from the second list that obtains the highest number of votes after the first, respectively electing the first and the second candidate on the list, in the sequential order in which they appear on that list;
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the Shareholders' Meeting shall appoint as Chairman of the Board of Statutory Auditors the Standing Statutory Auditor drawn from the list that obtains the highest number of votes after the first.
The Chairman announced that within the terms set forth by law, 2 (two) lists were filed, respectively:
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list No. 1 filed by the shareholder Multibrands Italy B.V., owner of a total of No. 206,126,958 (two hundred six million one hundred twenty-six thousand nine hundred fifty-eight) ordinary shares of the Company, equal to $52.49\%$ (fifty-two point four nine per cent) of the share capital entitled to vote at the Shareholders' Meeting;
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list No. 2 filed by the shareholders Amundi Asset Management SGR S.p.A. as manager of the funds: Amundi Impegno Italia - B, Amundi Sviluppo Attivo Italia; Anima Sgr S.p.A. as manager of the fund: Anima Iniziativa Italia; BancoPosta Fondi S.p.A. SGR as manager of the fund Fondo Bancoposta Rinascimento; Eurizon Capital SGR S.p.A. as manager of the funds: Eurizon Azioni Italia, Eurizon Azioni Pmi Italia, Eurizon Fund - Equity Italy Smart Volatility, Eurizon Pir Italia 30, Eurizon PIR Italia Azioni, Eurizon Progetto Italia 20, Eurizon Progetto Italia 40; Eurizon Progetto Italia 70, Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Fideuram Asset Management Ireland as manager of the fund Fonditalia Equity Italy; Interfund Sicav - Interfund Equity Italy; Legal & General Assurance (Pensions Management) Limited; Mediolanum Gestione Fondi Sgr S.P.A. as manager of the funds: Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia, Mediolanum International Funds Limited - Challenge Funds - Challenge Italian Equity, collectively owners of No. 11,686,860 (eleven million six hundred eighty-six thousand eight hundred sixty) ordinary shares of the Company,
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equal to 2.98% (two point nine eight per cent) of the share capital entitled to vote at the Shareholders' Meeting.
List No. 1, filed by Multibrands Italy B.V., is composed of the following names:
Standing Statutory Auditors
1. PEZZUTO Carmen
2. PADOVA Roberto
3. MICHIELON Marco
Alternate Statutory Auditors
1. BRAZZELLI Nathalie
2. ALBERICO Andrea
List No. 2, filed by the aforementioned institutional shareholders, is composed of the following names:
Standing Statutory Auditors
1. TALAMONTI Maria Francesca
Alternate Statutory Auditors
1. CHIANTIA Cristina
The Chairman pointed out that such institutional shareholders had expressly declared the absence of relationships of connection relevant pursuant to the legislation in force with the shareholders holding a controlling or relative majority interest, as prescribed by the legislation in force.
The Chairman reminded that, together with the lists, the following had also been filed:
- the documentation proving the ownership of the shares necessary for the presentation of the list;
- exhaustive information on the personal and professional characteristics of the candidates, together with the list of management and control positions held in other companies;
- the statements by which each candidate accepts the candidacy and attests, under his or her own responsibility, the absence of reasons for ineligibility and incompatibility, as well as the existence of the requirements of integrity and professionalism prescribed by law for the members of the Board of Statutory Auditors.
The Chairman expressed warm thanks to the outgoing Board of Statutory Auditors for the contribution made to date in favor of the Company, and announced that, in consideration of the fact that all the documents related to the agenda had been filed at the registered office, made available at the central storage of regulated information "lInfo" and published on the Company's website, the reading of the above-mentioned documents was omitted.
The Chairman put to vote list No. 1 filed by the shareholder Multibrands Italy B.V. and asked the appointed representative to communicate the names of the shareholders and the number of shares held by them which voted in favor of list No. 1.
The appointed representative declared No. 206,126,958 (two hundred six million one hundred twenty-six thousand nine hundred fifty-eight) votes in favor of list No. 1.
The Chairman put to vote list No. 2 filed by the institutional shareholders Amundi Asset Management SGR S.p.A. as manager of the funds: Amundi Impegno Italia - B, Amundi Sviluppo Attivo Italia; Anima Sgr S.p.A. as manager of the fund: Anima Iniziativa Italia; BancoPosta Fondi S.p.A. SGR as manager of the fund Fondo Bancoposta Rinascimento; Eurizon Capital SGR S.p.A. as manager of the funds: Eurizon Azioni Italia, Eurizon Azioni Pmi Italia, Eurizon Fund - Equity Italy Smart Volatility, Eurizon Pir Italia 30, Eurizon PIR Italia Azioni, Eurizon Progetto Italia 20, Eurizon Progetto Italia 40; Eurizon Progetto Italia 70, Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; Fideuram Asset Management Ireland as manager of the fund Fonditalia Equity Italy; Interfund Sicav -
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
Interfund Equity Italy; Legal & General Assurance (Pensions Management) Limited; Mediolanum Gestione Fondi Sgr S.P.A. as manager of the funds: Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia, Mediolanum International Funds Limited - Challenge Funds - Challenge Italian Equity, and asked the appointed representative to communicate the names of the shareholders and the number of shares held by them which voted in favor of list No. 2.
The appointed representative declared No. 122,939,630 (one hundred twenty-two million nine hundred thirty-nine thousand six hundred thirty) votes in favor of list No. 2.
The Chairman asked the appointed representative to communicate the names of the shareholders and the number of shares held by them which voted against all the lists.
The appointed representative declared No. 136,804 (one hundred thirty-six thousand eight hundred four) votes against.
The Chairman announced:
-
that list No. 1 filed by the shareholder Multibrands Italy B.V. obtained No. 206,126,958 (two hundred six million one hundred twenty-six thousand nine hundred fifty-eight) votes in favor, therefore a number of votes representing the majority of the votes cast, namely equal to $62.573464\%$ (sixty-two point five seven three four six four per cent) of the voting capital and to $49.582301\%$ (forty-nine point five eight two three zero one per cent) of the share capital;
-
that list No. 2 filed by some institutional shareholders obtained: No. 122,939,630 (one hundred twenty-two million nine hundred thirty-nine thousand six hundred thirty) votes in favor, namely equal to 37.320487% (thirty-seven point three two zero four eight seven per cent) of the voting capital and to 29.572210% (twenty-nine point five seven two two one zero per cent) of the share capital;
-
that No. 136,804 (one hundred thirty-six thousand eight hundred four) votes were cast against all the lists;
-
No. 212,540 (two hundred twelve thousand five hundred forty) votes were not cast in favor of any of the lists.
The Chairman therefore declared that the following Messrs. and Mmes. are elected as members of the Board of Statutory Auditors: Standing Statutory Auditors:
-
TALAMONTI Maria Francesca, - OMISSIS -enrolled in the Register of Statutory Auditors at No. 146250 pursuant to Ministerial Decree of July 3, 2007, Official Gazette No. 63 of August 10, 2007;
-
PEZZUTO Carmen, - OMISSIS -enrolled in the Register of Statutory Auditors at No. 114043 pursuant to Ministerial Decree of December 31, 1999, Official Gazette No. 14 of February 18, 2000;
-
PADOVA Roberto, - OMISSIS - enrolled in the Bar Association of Rome at No. 17007 since November 28, 1985;
Alternate Statutory Auditors:
-
BRAZZELLI Nathalie, - OMISSIS - enrolled in the Register of Statutory Auditors at No. 142594 pursuant to Ministerial Decree of February 27, 2007, Official Gazette No. 24 of March 23, 2007;
-
CHIANTIA Cristina, - OMISSIS - enrolled in the Register of Statutory Auditors at No. 131149 pursuant to Ministerial Decree of December 6, 2003, Official Gazette No. 97 of December 12, 2003;
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and that, pursuant to and for the purposes of Article 27 of the Articles of Association, the office of Chairman of the Board of Statutory Auditors belongs to TALAMONTI Maria Francesca, as Standing Statutory Auditor drawn from the list that obtained the highest number of votes after the first.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
The Chairman put to vote the proposal of the shareholder Multibrands Italy B.V. to confirm the remuneration provided for the Board of Statutory Auditors in the previous three-year term 2023-2025, and therefore Euro 57,000 (fifty-seven thousand) gross per year for the Chairman of the Board of Statutory Auditors and Euro 38,000 (thirty-eight thousand) gross per year for each Standing Statutory Auditor, in addition to the reimbursement of the expenses incurred by reason of their office. The Chairman asked the appointed representative to communicate the names of the shareholders and the number of shares held by them who were (i) in favor of the proposal, (ii) against the proposal and (iii) who abstained from voting.
The appointed representative declared No. 329,053,392 (three hundred twenty-nine million fifty-three thousand three hundred ninety-two) votes in favor, zero votes against and No. 362,540 (three hundred sixty-two thousand five hundred forty) abstentions.
The Chairman announced that the proposal of the shareholder Multibrands Italy B.V. to confirm the remuneration provided for the Board of Statutory Auditors in the previous three-year term 2023-2025, and therefore Euro 57,000 (fifty-seven thousand) gross per year for the Chairman of the Board of Statutory Auditors and Euro 38,000 (thirty-eight thousand) gross per year for each Standing Statutory Auditor, in addition to the reimbursement of the expenses incurred by reason of their office, was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
The Chairman then read out the resolution approved by the Shareholders' Meeting:
"The Shareholders' Meeting
-
having taken into account the proposals put forward by the shareholders;
-
having considered the Illustrative Report of the Board of Directors;
resolves
-
to appoint, for a period of three financial years, with expiry on the date of the Shareholders' Meeting called to approve the financial statements as at December 31, 2028, the following Messrs. and Mmes. as Standing Statutory Auditors:
-
TALAMONTI Maria Francesca, - OMISSIS -enrolled in the Register of Statutory Auditors at No. 146250 pursuant to Ministerial Decree of July 3, 2007, Official Gazette No. 63 of August 10, 2007;
-
PEZZUTO Carmen, - OMISSIS -enrolled in the Register of Statutory Auditors at No. 114043 pursuant to Ministerial Decree of December 31, 1999, Official Gazette No. 14 of February 18, 2000;
-
PADOVA Roberto, - OMISSIS -enrolled in the Bar Association of Rome at No. 17007 since November 28, 1985;
as well as the following Messrs. and Mmes. as Alternate Statutory Auditors:
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
- BRAZZELLI Nathalie, - OMISSIS - enrolled in the Register of Statutory Auditors at No. 142594 pursuant to Ministerial Decree of February 27, 2007, Official Gazette No. 24 of March 23, 2007;
- CHIANTIA Cristina, - OMISSIS - enrolled in the Register of Statutory Auditors at No. 131149 pursuant to Ministerial Decree of December 6, 2003, Official Gazette No. 97 of December 12, 2003;
- to appoint TALAMONTI Maria Francesca as Chairman of the Board of Statutory Auditors, pursuant to and for the purposes of Article 27 of the Articles of Association;
- to determine the remuneration due to the members of the Board of Statutory Auditors at Euro 57,000 (fifty-seven thousand) gross per year for the Chairman of the Board of Statutory Auditors and Euro 38,000 (thirty-eight thousand) gross per year for each Standing Statutory Auditor, in addition to the reimbursement of the expenses incurred by reason of their office.".
The Chairman then moved on to the fourth item on the agenda - ordinary session - which he reminded those in attendance was the following:
4. Approval of the incentive plan in favor of employees named "Performance Share Plan 2026-2028"
The Chairman reminded that the Shareholders' Meeting had been called to approve, pursuant to Article 114-bis of T.U.F., the adoption of a plan for the free assignment of rights to receive ordinary shares of the Company named "Performance Share Plan 2026-2028" (the "Plan"), reserved to (i) executive directors who are also employees and to (ii) other employees of the Company and of its subsidiaries pursuant to Article 93 of the Consolidated Financial Act, who will be identified by name by the Board of Directors.
The conditions, terms and methods of implementation of the Plan are better described in the Illustrative Report drawn up pursuant to Article 125-ter of T.U.F. and in the information document drawn up pursuant to Article 84-bis of the Issuers' Regulations and in compliance with Scheme 7 of Annex 3A of the Issuers' Regulations.
The Chairman announced that, in consideration of the fact that all the documents related to the agenda had been filed at the registered office, made available at the central storage of regulated information "lInfo" and published on the Company's website, the reading of the above-mentioned documents was omitted and he therefore read out the proposed resolution:
"The Shareholders' Meeting:
- taking into account the related Report of the Board of Directors;
- having examined the information document drawn up pursuant to Article 84-bis of the Issuers' Regulations;
resolves
- to provide the reasons for and approve, pursuant to and for the purposes of Article 114-bis of the TUF, the adoption of a plan for the free assignment of rights to receive ordinary shares of the Company, denominated the Performance Share Plan 2026-2028, reserved to the employees of the Company or of Safilo Group, through the assignment of no more than 5,500,000 shares of the Company, under the terms, conditions and methods of implementation described in the related information document;;
- to vest the Board of Directors, with the express right of subdelegation, with all of the most extensive powers necessary or appropriate to set up and completely and fully implement the Performance Share Plan 2026-2028 including, but not limited to, the power to:
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
i. identify the beneficiaries of the Performance Share Plan 2026-2028 and the performance objectives, and to establish the target number of Shares to be allotted to each of them in the event of full achievement of performance objectives, on the basis of which the Board of Directors will calculate, at the end of the Plan vesting period, the number of actual Shares to be allotted to each of the Beneficiaries if the level of achievement has been reached, under the terms and conditions set out in the Plan and, in any case, in compliance with the maximum number of shares to be allocated to the Plan as determined by the Shareholders' Meeting;
ii. exercise all powers and functions attributed to the Board of Directors by the Performance Share Plan 2026-2028 and make the relative resolutions, with the Board of Directors being authorized to rely, for the Performance Share Plan 2026-2028, on newly issued shares deriving from a free share capital increase pursuant to Article 2349 of the Italian Civil Code, the approval of which shall be submitted to today's Extraordinary Shareholders' Meeting;
iii. to draw up and approve the regulations of the Plan and make the amendments and/or additions deemed necessary and/or appropriate in the event of extraordinary transactions and/or legislative or regulatory changes affecting the Company and/or the Group, and/or additional events that are likely to affect the Company and/or the Group, and/or the performance objectives and/or the Plan, in order to keep unchanged, within the limits permitted by the legislation applicable from time to time, the substantial and economic contents of the Performance Share Plan 2026-2028; and
iv. to provide disclosure documentation to the market, draft and/or finalize any document deemed necessary or appropriate in relation to the Performance Shares Plan 2026-2028, pursuant to applicable statutory regulations and other regulatory provisions, as well as, in general, to implement these resolutions."
The Chairman declared open the vote.
The Chairman asked the appointed representative to communicate, based on the voting instructions received, the number of shares (i) which voted in favor of the proposal, (ii) which voted against the proposal and (iii) which abstained from voting.
The appointed representative declared No. 273,079,561 (two hundred seventy-three million seventy-nine thousand five hundred sixty-one) votes in favor, No. 55,973,831 (fifty-five million nine hundred seventy-three thousand eight hundred thirty-one) votes against and No. 362,540 (three hundred sixty-two thousand five hundred forty) abstentions.
The Chairman announced that the proposal was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
Having concluded the discussion of the items on the agenda in the ordinary session, the Chairman declared the Shareholders' Meeting in the ordinary session closed at eleven fifty a.m. and moved on to the discussion of the items on the agenda in the extraordinary session.
The Chairman recalled all the communications and clarifications given at the time of the opening of the meeting proceedings and confirmed that the meeting was still validly convened in the extraordinary session, given that only the appointed representative was in attendance, representing as a proxy No. 238 (two hundred thirty-eight) shareholders, holding No.
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329,415,932 (three hundred twenty-nine million four hundred fifteen thousand nine hundred thirty-two) shares, equal to 79.238544% (seventy-nine point two three eight five four four per cent) of the share capital, as per the attendance sheet to be attached to these minutes.
The Chairman then moved on to the first item on the agenda - extraordinary session - which he reminded those in attendance was the following:
- Proposal of amendment to Article 5 of the Articles of Association currently in force
The Chairman reminded that the Shareholders' Meeting was called to approve the proposal to amend Article 5 of the Articles of Association of Safilo Group S.p.A. ("Safilo" or the "Company") by inserting a new third paragraph (with renumbering of the following paragraphs and without prejudice to the further resolutions to be adopted by the aforementioned Shareholders' Meeting in extraordinary session), in order to provide, pursuant to the first paragraph of Article 2349 of the Italian Civil Code, for the power to allocate profits or profit reserves to the employees of the Company or of subsidiaries through the issuance of shares of the Company to be assigned to them free of charge.
The proposed amendment is aimed at providing the Company with an effective tool suitable for implementing initiatives for the loyalty and incentive of the employees of Safilo and of the subsidiaries, as allowed by the provisions of law in force.
The Chairman pointed out that, to serve the incentive and loyalty plan named "Performance Share Plan 2026-2028", approved under item 4 of the ordinary session and reserved to (i) executive directors who are also employees and to (ii) other employees of the Company and its subsidiaries pursuant to Article 93 of the Consolidated Financial Act, to be executed through the free of charge allocation of Safilo's ordinary shares, shares deriving from a capital increase pursuant to Article 2349 of the Italian Civil Code will be used, for the execution of which a specific proxy will be granted to the Board of Directors pursuant to Article 2443 of the Italian Civil Code.
The Chairman announced that, in consideration of the fact that all the documents related to the agenda had been filed at the registered office, made available at the central storage of regulated information "1Info" and published on the Company's website, the reading of the above-mentioned documents was omitted and he therefore read out the proposed resolution:
"The Shareholders' Meeting
- having taken into account the Directors' Illustrative Report of the Board of Directors
resolves
-
to amend Article 5 (five) of the Articles of Association adding (with the renumbering of the subsequent paragraphs and without prejudice to any other resolutions adopted by the extraordinary Shareholders' Meeting) the new paragraph 3 (three) with the following wording: "The employees of the Company or subsidiaries thereof may be granted, in the forms and at the conditions set forth by the applicable laws, with profits or reserves through the issuance of shares pursuant to paragraph 1 of Article 2349 of the Italian Civil Code";
-
to grant the Chairman of the Board of Directors and the Chief Executive Officer, each acting separately - also through special attorneys - the authority to carry out all activities related, resulting from, or connected with the implementation of the above resolutions.".
The Chairman declared open the vote and asked the appointed representative to communicate the names of the shareholders and
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
the number of shares held by them who were (i) in favor of the proposal, (ii) against the proposal and (iii) who abstained from voting.
The appointed representative declared No. 329,053,392 (three hundred twenty-nine million fifty-three thousand three hundred ninety-two) votes in favor, zero votes against and No. 362,540 (three hundred sixty-two thousand five hundred forty) abstentions.
The Chairman announced that the proposal was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
The Chairman then moved on to the second item on the agenda - extraordinary session - which he reminded those in attendance was the following:
- Proposal to delegate the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, for a term of five years from the date of the relevant resolution, with the power to increase the share capital free of charge in tranches, pursuant to Article 2349 of the Italian Civil Code, by issuing not more than 5,500,000 ordinary shares, for an amount not exceeding Euro 5,115,000, at a value equal to the par value of Safilo's shares on the date of execution of the capital increase, to be entirely charged to the share capital, to be assigned to the employees of Safilo Group S.p.A. and of its subsidiaries, which are beneficiaries of the 2026-2028 incentive plan concerning the ordinary shares of Safilo Group S.p.A., named "Performance Share Plan 2026-2028"; subsequent amendment of Article 5 of the Articles of Association currently in force
The Chairman reminded that the Shareholders' Meeting had approved, as the fourth item on the agenda of the ordinary session, an incentive and loyalty plan named "Performance Share Plan 2026-2028" (the "Plan") reserved to (i) executive directors who are also employees and to (ii) other employees of the Company and of its subsidiaries pursuant to Article 93 of T.U.F., to be executed through the free of charge allocation of Safilo's ordinary shares. Such Shares are expected to derive from a capital increase to be executed by using, pursuant to Article 2349 of the Italian Civil Code, profits or profit reserves.
The Chairman pointed out that, in order to ensure a sufficient supply of Shares to be assigned to the beneficiaries of the Plan in the event that the Performance Objectives are achieved, the Board of Directors intended to submit to the attention of the Shareholders' Meeting the proposal to attribute to the same, pursuant to Article 2443 of the Italian Civil Code, to grant the Board of Directors, the authority to increase the share capital free of charge, on a divisible basis and also in several tranches, , pursuant to Article 2349 of the Italian Civil Code, up to a maximum amount of Euro 5,115,000(five million one hundred fifteen thousand), through the issue of up to 5,500,000 (five million five hundred thousand)ordinary shares, with an issue value equal to the accounting parity value of Safilo shares as at the execution date, to be fully allocated to share capital, to be assigned to the employees of Safilo and of its subsidiaries who are beneficiaries of the Plan.
The Chairman announced that, in consideration of the fact that all the documents related to the agenda had been filed at the registered office, made available at the central storage of regulated information "lInfo" and published on the Company's website, the reading of the above-mentioned documents was omitted and he therefore read out the proposed resolution:
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
"The Extraordinary Shareholders' Meeting
- having acknowledged the approval, by the Ordinary Shareholders' Meeting of the Company held on 28 April 2026, of the incentive plan named "Performance Share Plan 2026-2028";
- having taken into account the Directors' Illustrative Report of the Board of Directors;
- having acknowledged the introduction into the Company's Articles of Association of the faculty to allocate profits and/or profit reserves to employees through the issuance of shares reserved to them, pursuant to Article 2349, paragraph 1, of the Italian Civil Code
resolves
1) to grant the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, for a term of five years from the date of the relevant resolution, with the power to increase the share capital free of charge in tranches, in order to implement the incentive plan named "Performance Share Plan 2026-2028" for an amount not exceeding Euro 5,115,000 by issuing not more than 5,500,000 ordinary shares with no par value, with the same features of those currently on the market, regular dividend rights, with an issuance value equal to the par value of the Safilo shares on the date of the execution of such proxy, through the allocation of a corresponding amount of profits and/or reserves as resulting from the last financial statements of the Company approved from time to time pursuant to article 2349 of the Italian Civil Code, at the terms and conditions set forth by the Performance Share Plan 2026-2028;
2) to amend Article 5 (five) of the Articles of Association: "Share capital amounts to Euro 384,912,456.25 (three hundred eighty-four million nine hundred and twelve thousand four hundred fifty-six/25) divided into no. 415,726,889 (four hundred and fifteen million seven hundred and twenty-six thousand eight hundred and eighty-nine) ordinary shares without any indication of par value.
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.
The employees of the Company or subsidiaries thereof may be granted, in the forms and at the conditions set forth by the applicable laws, with profits or reserves through the issuance of shares pursuant to paragraph 1 of Article 2349 of the Italian Civil Code.
The Directors are granted, for a term of five years from April 28, 2026, the authority to increase the share capital, in order to implement the incentive plan named the 'Performance Share Plan 2026-2028' (the "Plan"), for an amount not exceeding Euro 5,115,000 (five million one hundred and fifteen thousand), by issuing not more than 5,500,000 (five million five hundred thousand) new no-par value ordinary shares, having the same features as the outstanding shares and carrying regular dividend rights, at an issue value equal to the accounting par value of Safilo's shares on the date of execution of this delegation, through the allocation of a corresponding amount of profits and/or profit reserves as resulting from the latest financial statements of the Company from time to time approved pursuant to Article 2349 of the Italian Civil Code, all in accordance with the terms, conditions and procedures set out in the Plan. By virtue of what has been specified above, the extraordinary meeting of April 15th, 2014 resolved to increase the share
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
capital by a maximum 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) without any indication of par value, to be offered for subscription to directors and/or employees of the Company and its subsidiaries.
On April 26, 2017, the extraordinary general meeting resolved to increase the share capital, in cash and in more tranches, by a maximum 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) without any indication of par value, 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 the granting of options (therefore the period starting from the day preceding the Board of Directors' meeting which resolves the granting of options 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 28, 2020, the extraordinary shareholders' meeting resolved to issue, without capital increase, up to a maximum number of 7,765,371 (seven million seven hundred sixty-five thousand three hundred seventy-one) ordinary shares without any indication of par value, having the same characteristics as those already issued, with exclusion of the pre-emption right pursuant to Article 2441, Paragraph 8, of the Italian Civil Code, to be offered for subscription to the beneficiaries of the 2020-2022 Stock Option Plan, at an issue price, fully charged to the share premium reserve, equal to the volume weighted average (rounded down to the second decimal place) official price of the Company shares for the preceding month leading up to the day on which the Board of Directors resolves the assignment of the Options under the Plan (therefore, it means the period starting from the day preceding the Board of Directors' meeting which resolves the assignment and ending on the same day of the previous calendar month, being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average).
On July 30, 2021 the extraordinary shareholders' meeting resolved to increase the share capital, in divisible form, for consideration in compliance with the option right pursuant to Article 2441, paragraph 1, of the Italian Civil Code, up to a maximum amount of Euro 135,000,000 (one hundred and thirty-five million), including any share premium, through the issuance of ordinary shares without any indication of par value with the same characteristics as those in circulation to be subscribed by April 30, 2022 at a unit price calculated taking into account, inter alia, market conditions in general and the trend of the Company's share price and volumes, expressed on the stock exchange, as well as the Company's economic, financial and capital performance and market practice for similar transactions. Without prejudice to the above criteria, the issue price will be calculated by applying, in accordance with market practices for similar transactions, a discount to the so-called
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
Theoretical Ex-Right Price (TERP) of existing shares, calculated using current methodology.
On April 27, 2023, the extraordinary shareholders' meeting resolved to issue up to a maximum number of 11,000,000 (eleven million) ordinary shares without any indication of par value, having the same characteristics as those already issued, with exclusion of the pre-emption right pursuant to Article 2441, Paragraph 8 of the Italian Civil Code, to be offered for subscription to the beneficiaries of the "Stock Option Plan 2023-2025 of Safilo Group S.p.A. and Safilo S.p.A." (the "Plan"), at an issue price, fully charged to the share premium reserve, equal to the average weighted by volume (rounded to the second decimal place) of the daily official prices of the Company shares for the preceding month leading up to the day on which the Board of Directors determines the number of options to be assigned under the Plan (the "Options") (therefore, it means the period starting from the day preceding the Board of Directors' meeting which determines such number of Options and ending on the same day of the previous calendar month, being understood that, during the aforesaid period, only trading days shall be taken into account to determine the weighted average).
- to grant the Chairman of the Board of Directors and the Chief Executive Officer of the Company, acting severally and with the authority to sub-delegate, all powers necessary to make, from time to time, any amendments to Article 5 of the Articles of Association resulting from the resolutions, the execution and the completion of the delegated share capital increase, carrying out all formalities and disclosures required by applicable law, as well as to take any action necessary to ensure that the resolutions adopted are filed and registered with the competent Companies' Register, and to introduce into these resolutions any changes, amendments or additions that may be necessary or otherwise required by the competent authorities, and any powers necessary to fulfil the legal and regulatory obligations arising from the resolutions adopted
The Chairman declared open the vote and asked the appointed representative to communicate the names of the shareholders and the number of shares held by them who were (i) in favor of the proposal, (ii) against the proposal and (iii) who abstained from voting.
The appointed representative declared No. 272,919,821 (two hundred seventy-two million nine hundred nineteen thousand eight hundred twenty-one) votes in favor, No. 56,133,571 (fifty-six million one hundred thirty-three thousand five hundred seventy-one) votes against and No. 362,540 (three hundred sixty-two thousand five hundred forty) abstentions.
The Chairman announced that the proposal was approved by the majority.
The Chairman recalled that the list containing the names of the Shareholders who voted in favor, against or abstained from voting and the related number of shares would be attached to the Minutes as an integral part of the same.
Having concluded the discussion of the items on the agenda, the Chairman thanked all those in attendance and declared the Shareholders' Meeting closed at twelve thirteen p.m.".
The following annexes are attached to these Minutes:
- under letter "A", the situation at the constitution of the Ordinary Shareholders' Meeting;
- under letter "B", the list of attendees;
[ENGLISH TRANSLATION FOR COURTESY PURPOSES ONLY]
- under letter "C", the voting results of the first item - approval of the separate financial statements - on the agenda of the ordinary session;
- under letter "D", the voting results of the first item - allocation of the results for the year - on the agenda of the ordinary session;
- under letter "E", the voting results of the second item - Report on Remuneration Section I - on the agenda of the ordinary session;
- under letter "F", the voting results of the second item - Report on Remuneration Section II - on the agenda of the ordinary session;
- under letter "G", the voting results of the third item - appointment of the Board of Statutory Auditors - on the agenda of the ordinary session;
- under letter "H", the voting results of the third item - remuneration of the Board of Statutory Auditors - on the agenda of the ordinary session;
- under letter "I", the voting results of the fourth item - approval of the incentive plan in favor of employees - on the agenda of the ordinary session;
- under letter "L", the situation at the constitution of the Extraordinary Shareholders' Meeting;
- under letter "M", the voting results of the first item on the agenda of the extraordinary session;
- under letter "N", the voting results of the second item on the agenda of the extraordinary session;
- under letter "O", the list of attendees of the Ordinary and Extraordinary Shareholders' Meeting, with the results of all the votes;
- under letter "P", the complete text of the Articles of Association as updated to the amendment resolved upon by the Shareholders' Meeting.
Costs of this deed are borne by the Company.
This deed was written by electronic means and completed by pen by a trustee person; the same, together with its annexes attached herewith, is signed only by me, the Notary, as set forth by law at thirteen thirty.
The deed is composed of seven sheets which occupies twenty-six full pages and up here of the present.
Signed
Alessandro Nazari (seal)
SAFILO GROUP S.P.A.
Allegato a 22.038 di rep. e n° 14.993 di racc.
Assemblea Ordinaria del 28 aprile 2026
SITUAZIONE ALL'ATTO DELLA COSTITUZIONE
Sono ora rappresentate in aula numero 329.415.932 azioni ordinarie
pari al 79,238544% del capitale sociale, tutte ammesse al voto.
Sono presenti in aula numero 238 azionisti tutti
rappresentati per delega.

Azionisti in proprio: 0
Azionisti in delega: 238
Taste: 1 Azionisti, :238
SAFILO GROUP S.P.A.
Allegato 1) airatio
n° 22038 di rep. n° 17.993 di acc.
Elenco Intervenuti (Tutti ordinati cronologicamente)
Assemblea Ordinaria/Straordinaria
| Badge | Titolare | Tipo Rap. | Deleganti / Rappresentati legalmente | Ordinaria | Straordinaria |
|---|---|---|---|---|---|
| 1 | COMPUTERSHARE SPA IN QUALITA' DI RAPPRESENTANTE DESIGNATO (SUBDELEGA TREVISAN) NELLA PERSONA DI MARTA SANALITRO | 0 | 0 | ||
| 1 | D | QUAERO CAPITAL FUNDS (LUX) - ARGONAUT | 746.831 | 746.831 | |
| 2 | D | QUONIAM FUNDS SELECTION SICAV - EUROPEAN SMALL CAP | 23.950 | 23.950 | |
| 3 | D | BANCOPOSTA RINASCIMENTO | 90.000 | 90.000 | |
| 4 | D | SEI INSTITUTIONAL INTERNATIONAL TRUST INTERNATIONAL EQUITY FUND | 22.177 | 22.177 | |
| 5 | D | ACADIAN ALL COUNTRY WORLD EX US SMALL-CAP EQUITY CIT | 29.948 | 29.948 | |
| 6 | D | ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 236.204 | 236.204 | |
| 7 | D | VANGUARD INVESTMENT SERIES PUBLIC LIMITED COMPANY | 145.919 | 145.919 | |
| 8 | D | UNIVERSAL-INVESTMENT-GESELLSCHAFT MBH ON BEHALF OF STBV-NW-UNIVERSAL-FONDS | 7.272 | 7.272 | |
| 9 | D | AZIMUT CAPITAL MANAGEMENT SGR S.P.A | 80.000 | 80.000 | |
| 10 | D | FIDELITY COMMON CONTRACTUAL FUND II - FIDELITY EUROPE EX-UK EQUITY FUND (ACADIAN) | 126.062 | 126.062 | |
| 11 | D | ALLIANZGI-FONDS APNIESA SEGMENT APNIESA-GSIM-A | 165.884 | 165.884 | |
| 12 | D | BNP PARIBAS EQUITY - FOCUS ITALIA | 29.337 | 29.337 | |
| 13 | D | STRATEGIC INTERNATIONAL EQUITY FUND | 9.617 | 9.617 | |
| 14 | D | ALLIANZGI-FONDS DSPT | 183.144 | 183.144 | |
| 15 | D | THRIFT SAVINGS PLAN | 611.743 | 611.743 | |
| 16 | D | BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS | 15.795 | 15.795 | |
| 17 | D | STATE OF NEW MEXICO STATE INVESTMENT COUNCIL | 571.907 | 571.907 | |
| 18 | D | RAM (LUX) SYSTEMATIC FUNDS | 212.540 | 212.540 | |
| 19 | D | NEW YORK STATE COMMON RETIREMENT FUND | 191.585 | 191.585 | |
| 20 | D | ONEPATH GLOBAL SHARES - SMALL CAP (UNHEDGED) INDEX POOL | 2.393 | 2.393 | |
| 21 | D | AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 35.000 | 35.000 | |
| 22 | D | THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST | 302.134 | 302.134 | |
| 23 | D | G.A.-FUND-B - EURO EQUITIES | 14.280 | 14.280 | |
| 24 | D | AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 240.000 | 240.000 | |
| 25 | D | ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 128.547 | 128.547 | |
| 26 | D | UI-FONDS BAV RBI AKTIEN | 29.860 | 29.860 | |
| 27 | D | JANUS HENDERSON HORIZON FUND - PAN EUROPEAN SMALLER COMPANIES FUND | 3.757.635 | 3.757.635 | |
| 28 | D | VANGUARD INTERNATIONAL SMALL COMPANIES INDEX FUND | 71.939 | 71.939 | |
| 29 | D | SBC MASTER PENSION TRUST | 66.104 | 66.104 | |
| 30 | D | ANIMA CRESCITA ITALIA NEW | 134.385 | 134.385 | |
| 31 | D | ANIMA ELTIF ITALIA 2026 | 143.800 | 143.800 | |
| 32 | D | ANIMA PMI ITALIA | 877.549 | 877.549 | |
| 33 | D | GESTIELLE PRO ITALIA | 11.200 | 11.200 | |
| 34 | D | ANIMA SVILUPPO ITALIA 2030 | 110.000 | 110.000 | |
| 35 | D | ANIMA SVILUPPO ITALIA 2031 | 70.000 | 70.000 | |
| 36 | D | ANIMA INIZIATIVA ITALIA | 3.593.978 | 3.593.978 | |
| 37 | D | UNIVERSAL-INVESTMENT-GESELLSCHAFT MBH | 68.019 | 68.019 |

Pagina 1
SAFILO GROUP S.P.A.
Elenco Intervenuti (Tutti ordinati cronologicamente)
Assemblea Ordinaria/Straordinaria
| Badge | Titolare | Tipo Rap. | Deleganti / Rappresentati legalmente | Ordinaria | Straordinaria |
|---|---|---|---|---|---|
| 38 | D | CONNOR, CLARK & LUNN | UCITS ICAV - CC&L Q EMERGING MARKETS EQUITY UCITS FUND | 28.077 | 28.077 |
| 39 | D | TR EUROPEAN GROWTH TRUST PLC | 2.740.977 | 2.740.977 | |
| 40 | D | JPMORGAN FUNDS | 477.382 | 477.382 | |
| 41 | D | ATLAS DIVERSIFIED MASTER FUND, LTD. | 80.648 | 80.648 | |
| 42 | D | BAM MASTER (GCM) | 80.648 | 80.648 | |
| 43 | D | NVIT GS INTERNATIONAL EQUITY INSIGHTS FUND | 79.109 | 79.109 | |
| 44 | D | AMUNDI SELEZIONE ATTIVA ITALIA | 152.073 | 152.073 | |
| 45 | D | CA VITA PIR BIL | 119.532 | 119.532 | |
| 46 | D | AMUNDI MSCI GLOBAL SMALL CAP OECD EX USA | 3.170 | 3.170 | |
| 47 | D | RMM LUX BDL EUROPEAN EQUITY ALPHA | 1.154.750 | 1.154.750 | |
| 48 | D | PRI JP MORGAN EUROZONE EQUITY | 611.624 | 611.624 | |
| 49 | D | LEADERSEL PMI | 495.000 | 495.000 | |
| 50 | D | BDL REMPART | 30.535.985 | 30.535.985 | |
| 51 | D | AA SSGA ACTIONS EURO | 180.082 | 180.082 | |
| 52 | D | CPR ACTIONS EURO RESPONSABLE | 553.677 | 553.677 | |
| 53 | D | BDL CONVICTIONS | 29.993.453 | 29.993.453 | |
| 54 | D | AMUNDI INDEX EUROPE EX UK SMALL | 8.610 | 8.610 | |
| 55 | D | BDL ENTREPRENEURS | 332.900 | 332.900 | |
| 56 | D | ACADIAN NON-US ALL CAP EQUITY FUND USD HEDGED LLC | 53.514 | 53.514 | |
| 57 | D | THE CLEVELAND CLINIC FOUNDATION | 136.354 | 136.354 | |
| 58 | D | ENSIGN PEAK ADVISORS INC | 221.847 | 221.847 | |
| 59 | D | ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 187.264 | 187.264 | |
| 60 | D | OUTRAM INVESTMENTS LTD | 7.061 | 7.061 | |
| 61 | D | UPS GROUP TRUST | 26.639 | 26.639 | |
| 62 | D | DOMINION ENERGY, INC. DEFINED BENEFIT MASTER TRUST | 44.390 | 44.390 | |
| 63 | D | ACADIAN NON-US MICROCAP EQUITY FUND, LLC | 188.854 | 188.854 | |
| 64 | D | 3M CANADA COMPANY MASTER TRUST | 22.672 | 22.672 | |
| 65 | D | COUNTY EMPLOYEES' & OFFICERS' ANNUITY & BENEFIT FUND OF COOK COUN | 46 | 46 | |
| 66 | D | ACADIAN INTERNATIONAL SMALL CAP FUND | 1.432.818 | 1.432.818 | |
| 67 | D | ISHARES VII PUBLIC LIMITED COMPANY | 360.267 | 360.267 | |
| 68 | D | AZL DFA INTERNATIONAL CORE EQUITY FUND | 7.277 | 7.277 | |
| 69 | D | ADVANCED SERIES TRUST- AST GLOBAL BOND PORTFOLIO | 284.150 | 284.150 | |
| 70 | D | XTRACKERS MSCI EUROZONE HEDGED EQUITY ETF | 2.787 | 2.787 | |
| 71 | D | CCANDL Q INTERNATIONAL EQUITY FUND | 403 | 403 | |
| 72 | D | COLLEGES OF APPLIED ARTS AND TECHNOLOGY PENSIONPLAN | 211.355 | 211.355 | |
| 73 | D | VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND | 42.948 | 42.948 | |
| 74 | D | ALASKA PERMANENT FUND CORPORATION | 295 | 295 | |
| 75 | D | BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER | 4.738 | 4.738 | |
| 76 | D | VIRGINIA RETIREMENT SYSTEM | 24.285 | 24.285 | |
| 77 | D | STATE OF WISCONSIN INVESTMENT BOARD | 1 | 1 | |
| 78 | D | PENSION RESERVES INVESTMENT TRUST FUND | 14.702 | 14.702 | |
| 79 | D | FIS GROUP COLLECTIVE INVESTMENT TRUST | 23.383 | 23.383 | |
| 80 | D | COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES' RETIREMENT SYSTEM | 99.647 | 99.647 | |
| 81 | D | MAN NUMERIC INTERNATIONAL SMALL CAP | 124.669 | 124.669 | |
| 82 | D | MGTS AFH DA FUND | 227.877 | 227.877 | |
| 83 | D | STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR DE BOUWNIJVERHEID | 6.922 | 6.922 |
Pagina 2
SAFILO GROUP S.P.A.
Elenco Intervenuti (Tutti ordinati cronologicamente)
Assemblea Ordinaria/Straordinaria
| Badge | Titolare | Ordinaria | Straordinaria | |
|---|---|---|---|---|
| Tipo Rap. | Deleganti / Rappresentati legalmente | |||
| 84 | D | MARGETTS FUND MANAGEMENT LTD | 247.667 | 247.667 |
| 85 | D | AVANTIS CIBC INTERNATIONAL EQUITY ETF | 1.256 | 1.256 |
| 86 | D | AVANTIS CIBC GLOBAL SMALL CAP VALUE ETF | 1.632 | 1.632 |
| 87 | D | FLORIDA RETIREMENT SYSTEM | 508.159 | 508.159 |
| 88 | D | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 202.255 | 202.255 |
| 89 | D | MULTI UNITS FRANCE - AMUNDI FT | 708.659 | 708.659 |
| 90 | D | AMUNDI SGR SPA/AMUNDI SVILUPPO ATTIVO ITALIA | 2.381.394 | 2.381.394 |
| 91 | D | DIGITAL FUNDS STARS EUROPE | 1.331.184 | 1.331.184 |
| 92 | D | DIGITAL FUNDS STARS EUROPE EX-UK | 991.962 | 991.962 |
| 93 | D | DIGITAL FUNDS STARS EUROPE SMALLER COMPANIES | 161.650 | 161.650 |
| 94 | D | GARD UNIT TRUST | 22.080 | 22.080 |
| 95 | D | VERDIPAPIRFONDET KLP AKSJEGLOBAL SMALL CAP INDEKS | 45.739 | 45.739 |
| 96 | D | STICHTING JURIDISCH EIGENAAR ACHMEA IM LIQUID ASSET FUNDS | 229.637 | 229.637 |
| 97 | D | SPARTAN GROUP TRUST FOR EMPLOYEE BENEFIT PLANS. | 25.398 | 25.398 |
| 98 | D | 1199SEIU HEALTH CARE EMPLOYEES PENSION FUND | 247.016 | 247.016 |
| 99 | D | SACRAMENTO COUNTY EMPLOYEES RETIREMENT SYSTEM | 95.241 | 95.241 |
| 100 | D | PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 48.636 | 48.636 |
| 101 | D | SOUTHERN CALIFORNIA UNITED FOOD AND COMMERCIAL WORKERS UNIONS AND FOOD EMPLOYERS JOINT PENSION | 38.267 | 38.267 |
| 102 | D | ABS DIRECT EQUITY FUND LLC. | 17.152 | 17.152 |
| 103 | D | UNITED NATIONS JOINT STAFF PENSION FUND. | 264.539 | 264.539 |
| 104 | D | POLICEMEN'S ANNUITY AND BENEFIT FUND OF CHICAGO | 8.619 | 8.619 |
| 105 | D | NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 23.661 | 23.661 |
| 106 | D | NORTHERN TRUST INVESTMENTS COLLECTIVE FUNDS TRUST | 152.841 | 152.841 |
| 107 | D | CONSTELLATION EMPLOYEES' BENEFIT TRUST FOR UNION EMPLOYEES. | 43.460 | 43.460 |
| 108 | D | CONSTELLATION PENSION MASTER TRUST | 16.875 | 16.875 |
| 109 | D | THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST | 245.120 | 245.120 |
| 110 | D | UTAH STATE RETIREMENT SYSTEMS | 22.228 | 22.228 |
| 111 | D | EXELON CORPORATION PENSION MASTER RETIREMENT TRUST | 5.296 | 5.296 |
| 112 | D | WEST VIRGINIA INVESTMENT MANAGEMENT BOARD | 116.076 | 116.076 |
| 113 | D | U.S. STEEL RETIREMENT PLAN TRUST | 20.481 | 20.481 |
| 114 | D | CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM. | 12.468 | 12.468 |
| 115 | D | MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF CHICAGO | 18.476 | 18.476 |
| 116 | D | FORD MOTOR COMPANY OF CANADA LIMITED PENSION TRUST | 154 | 154 |
| 117 | D | STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 16.856 | 16.856 |
| 118 | D | ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND MANAGER | 531.153 | 531.153 |
| 119 | D | RPAQ 2015 FUND LP | 6.818 | 6.818 |
| 120 | D | ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC | 23.404 | 23.404 |
| 121 | D | AQR GLOBAL STOCK SELECTION OFFSHORE FUND II AQR CAPITAL MANAGEMENT LLC | 13.378 | 13.378 |
Pagina 3
SAFILO GROUP S.P.A.
Elenco Intervenuti (Tutti ordinati cronologicamente)
Assemblea Ordinaria/Straordinaria
| Badge | Titolare | Tipo Rep. | Deleganti / Rappresentati legalmente | Ordinaria | Straordinaria |
|---|---|---|---|---|---|
| 122 | D | STATE OF ALASKA RETIREMENT AND BENEFITS PLANS | |||
| DEPARTMENT OF REVENUE TREASURY DIVISION | 87.408 | 87.408 | |||
| 123 | D | ACADIAN GLOBAL EQUITY DYNAMIC EXTENSION MASTER | |||
| FUND | 13.583 | 13.583 | |||
| 124 | D | DE SHAW US BROAD MARKET CORE ALPHA EXTENSION | |||
| CUSTOM FUND II L.L.C. | 6.644 | 6.644 | |||
| 125 | D | D. E. SHAW ALL COUNTRY GLOBAL VALUE ACTIVE | |||
| PORTFOLIOS L.L.C | 882 | 882 | |||
| 126 | D | D. E. SHAW ALL COUNTRY GLOBAL ALPHA PLUS | |||
| PORTFOLIOS L.L.C. | 17.065 | 17.065 | |||
| 127 | D | DE SHAW WORLD ALPHA EXTENSION PORTFOLIOS LLC | 67.408 | 67.408 | |
| 128 | D | DE SHAW ALL COUNTRY GLOBAL ALPHA EXTENSION | |||
| PORTFOLIOS LLC | 5.151 | 5.151 | |||
| 129 | D | D.E. SHAW ALL COUNTRY GLOBAL ALPHA PLUS PORTFOLIOS | |||
| II L.L.C | 4.984 | 4.984 | |||
| 130 | D | AQR DELPHI LONG-SHORT EQUITY MASTER ACCOUNT L.P. | |||
| PORTFOLIO MARGIN ACCT | 51.317 | 51.317 | |||
| 131 | D | ACADIAN GLOBAL DEVELOPED EQUITY DYNAMIC | |||
| EXTENSION MASTER FUN | 12.488 | 12.488 | |||
| 132 | D | ACADIAN ALL-COUNTRY WORLD EX-U.S. EQUITY DYNAMIC | |||
| EXTENSION MASTER FUND | 12.495 | 12.495 | |||
| 133 | D | CPPIB MAP CAYMAN SPC-SEGREGATED PORTFOLIO H MAN | |||
| SOLUTIONS LTD | 1.977 | 1.977 | |||
| 134 | D | TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 8.739 | 8.739 | |
| 135 | D | FIDELITY CONCORD STREET TRUST: FIDELITY SAI | |||
| INTERNATIONAL S | 59.205 | 59.205 | |||
| 136 | D | JHVIT INT'L SMALL CO TRUST JOHN HANCOCK INVESTMENT | |||
| MANAGEMENT SERVICES LLC JHVIT INTERN | 8.728 | 8.728 | |||
| 137 | D | DIMENSIONAL INTERNATIONAL SMALL CAP VALUE ETF OF | |||
| DIMENSIONA | 330.758 | 330.758 | |||
| 138 | D | DIMENSIONAL INTERNATIONAL CORE EQUITY 2 ETF OF | |||
| DIMENSIONAL E | 236.208 | 236.208 | |||
| 139 | D | DIMENSIONAL INTERNATIONAL VECTOR EQUITY ETF OF | |||
| DIMENSIONAL E | 2.126 | 2.126 | |||
| 140 | D | DFA ALL COUNTRY EX US EQUITY MARKET SUBTRUST OF | |||
| DFA GROUP TRUST | 25.613 | 25.613 | |||
| 141 | D | ISHARES INTERNATIONAL SMALL-CAP EQUITY FACTOR ETF | 93.862 | 93.862 | |
| 142 | D | ISHARES MSCI EAFE SMALL-CAP ETF | 819.102 | 819.102 | |
| 143 | D | ISHARES CORE MSCI EAFE ETF | 1.455.923 | 1.455.923 | |
| 144 | D | ISHARES MSCI EUROPE SMALL-CAP ETF | 24.348 | 24.348 | |
| 145 | D | DFA INTERNATIONAL SMALL CAP VALUE PNS GROUP INC | 838.780 | 838.780 | |
| 146 | D | CONTINENTAL SMALL SERIES THE CONTINENTAL SMALL | |||
| COMPANY | 634.902 | 634.902 | |||
| 147 | D | LEGAL AND GENERAL ASSURANCE (PENSIONS | |||
| MANAGEMENT) LIMITED | 52.610 | 52.610 | |||
| 148 | D | OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 1.167.993 | 1.167.993 | |
| 149 | D | INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA | |||
| INVESTMENT DIMENSIONS GROUP INC | 347.582 | 347.582 | |||
| 150 | D | DIMENSIONAL GLOBAL SUSTAINABILITY TRUST | 9.767 | 9.767 | |
| 151 | D | CC&L Q GLOBAL SMALL CAP EQUITY FUND | 10.701 | 10.701 | |
| 152 | D | HILLSDALE GLOBAL SMALL CAP EQUITY FUND. | 83.630 | 83.630 | |
| 153 | D | ATLAS DIVERSIFIED MASTER FUND LIMITED | 6.436 | 6.436 |
Pagina
SAFILO GROUP S.P.A.
Elenco Intervenuti (Tutti ordinati cronologicamente)
Assemblea Ordinaria/Straordinaria
| Badge | Titolare | Tipo Rap. | Deleganti / Rappresentati legalmente | Ordinaria | Straordinaria |
|---|---|---|---|---|---|
| 154 | D | ACADIAN GLOBAL ALL-COUNTRY EX-U.S. EX-CHINA EQUITY DYNAMIC E MAPLES CORPORATE SERVICES LIMITED | 17.943 | 17.943 | |
| 155 | D | ATLAS DIVERSIFIED MASTER FUND LTD. C/O MAPLES CORPORATE SERVICES LIMITED | 3.403 | 3.403 | |
| 156 | D | ACADIAN ALL COUNTRY WORLD EX U.S. EQUITY EXTENSION FUND A S | 13.463 | 13.463 | |
| 157 | D | MAN NUMERIC ALTERNATIVE RISK PREMIA EQUITIES C/O CITCO TRUSTEES (CAYMAN) LIMITED | 29 | 29 | |
| 158 | D | CMAP SRPM FUND LIMITED C/O MAPLES CORPORATE SERVICES LIMITED | 61.100 | 61.100 | |
| 159 | D | GOLDMAN SACHS INSTITUTIONAL FUNDS PLC-GLOBAL EQUITY MARKET N | 211 | 211 | |
| 160 | D | GLOBAL OPPORTUNITIES OFFSHORE LTD | 72 | 72 | |
| 161 | D | GOLDMAN SACHS INSTITUTIONAL FUNDS PLC-CUSTOM EUROPE EQUITY E | 397.792 | 397.792 | |
| 162 | D | GRAHAM DEVELOPMENTAL EQUITY STRATEGIES LLC | 854 | 854 | |
| 163 | D | POINT72 ASSOCIATES LLC C/O FINSCO LIMITED | 62 | 62 | |
| 164 | D | MAN NUMERIC DIVERSIFIED RISK PREMIA PROGRESSIVE C/O MAPLES CORPORATE SERVICES LIMITED | 52 | 52 | |
| 165 | D | ALGERT GLOBAL EQUITY MARKET NEUTRAL FUND LP | 136.804 | 136.804 | |
| 166 | D | CHALLENGE FUNDS CHALLENGE ITALIAN EQUITY | 150.000 | 150.000 | |
| 167 | D | SOCIAL PROTECTION FUND | 6.899 | 6.899 | |
| 168 | D | NATWEST ST JAMES'S PLACE MANAGED GROWTH UNIT TRUST | 91.324 | 91.324 | |
| 169 | D | TEACHER RETIREMENT SYSTEM OF TEXAS | 233.515 | 233.515 | |
| 170 | D | THE TUOMO O. VUOLTEENAHO 2025 CHARI TABLE REMAINDER UNITRUST | 1.414 | 1.414 | |
| 171 | D | AQR FLEX 1 SERIES LLC - SERIES A9 | 10.001 | 10.001 | |
| 172 | D | ISHARES III PUBLIC LIMITED COMPANY | 975 | 975 | |
| 173 | D | MEDIOLANUM FLESSIBILE SVILUPPO ITALIA | 1.270.000 | 1.270.000 | |
| 174 | D | MEDIOLANUM FLESSIBILE FUTURO ITALIA | 3.082.400 | 3.082.400 | |
| 175 | D | INTERFUND SICAV | 15.000 | 15.000 | |
| 176 | D | AQR FLEX 1 SERIES LLC- SERIES A16 | 1.870 | 1.870 | |
| 177 | D | FIDEURAM ITALIA | 19.567 | 19.567 | |
| 178 | D | FIDEURAM PIANO AZIONI ITALIA | 3.267.325 | 3.267.325 | |
| 179 | D | FIDEURAM PIANO BILANCIATO ITALIA 50 | 660.435 | 660.435 | |
| 180 | D | FIDEURAM PIANO BILANCIATO ITALIA 30 | 216.800 | 216.800 | |
| 181 | D | FONDITALIA | 978.970 | 978.970 | |
| 182 | D | ISHARES MSCI EUROPE IMI INDEX ETF | 14.390 | 14.390 | |
| 183 | D | EURIZON FUND | 28.811 | 28.811 | |
| 184 | D | AQR FLEX 1 SERIES LLC SERIES A10 | 8.029 | 8.029 | |
| 185 | D | GOLDMAN SACHS FUNDS | 321.482 | 321.482 | |
| 186 | D | CREDIT SUISSE INDEX FUND (LUX) | 73.004 | 73.004 | |
| 187 | D | UBS LUX FUND SOLUTIONS | 236.603 | 236.603 | |
| 188 | D | STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV | 23.508 | 23.508 | |
| 189 | D | EURIZON PROGETTO ITALIA 20 | 117.280 | 117.280 | |
| 190 | D | EURIZON PROGETTO ITALIA 40 | 354.830 | 354.830 | |
| 191 | D | EURIZON PROGETTO ITALIA 70 | 220.000 | 220.000 | |
| 192 | D | EURIZON PIR ITALIA AZIONI | 26.090 | 26.090 | |
| 193 | D | EURIZON AZIONI PMI ITALIA | 887.130 | 887.130 | |
| 194 | D | EURIZON AZIONI ITALIA | 329.188 | 329.188 | |
| 195 | D | EURIZON CAPITAL SGR-PIR ITALIA 30 | 87.360 | 87.360 |

Pagina 5
SAFILO GROUP S.P.A.
Elenco Intervenuti (Tutti ordinati cronologicamente)
Assemblea Ordinaria/Straordinaria
| Badge | Titolare | Ordinaria | Straordinaria | |
|---|---|---|---|---|
| Tipo Rap. | Deleganti / Rappresentati legalmente | |||
| 196 | D | NEW YORK STATE TEACHERS RETIREMENT SYSTEM | 27.082 | 27.082 |
| 197 | D | SST GLOB ADV TAX EXEMPT RETIREMENT PLANS | 249.890 | 249.890 |
| 198 | D | IAM NATIONAL PENSION FUND | 111.449 | 111.449 |
| 199 | D | TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 236.731 | 236.731 |
| 200 | D | WASHINGTON STATE INVESTMENT BOARD | 40.131 | 40.131 |
| 201 | D | CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM | 272.242 | 272.242 |
| 202 | D | SSGA SPDR ETFS EUROPE II PUBLICLIMITED COMPANY | 2.111 | 2.111 |
| 203 | D | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1.503 | 1.503 |
| 204 | D | POLICE AND FIREMEN'S RETIREMENT SYSTEM OF NEW JERSEY | 81.565 | 81.565 |
| 205 | D | SCOTIA WEALTH QUANTITATIVE GLOBAL SMALL CAP EQUITY POOL | 165.923 | 165.923 |
| 206 | D | THE STATE OF CONNECTICUT, ACTING THROUGH ITS TREASURER | 30.532 | 30.532 |
| 207 | D | CITY OF NEW YORK GROUP TRUST | 1.636.589 | 1.636.589 |
| 208 | D | TEXAS MUNICIPAL RETIREMENT SYSTEM | 9.640 | 9.640 |
| 209 | D | STATE OF NEW JERSEY COMMON PENSION FUND D | 172.965 | 172.965 |
| 210 | D | RUSSELL INVESTMENT COMPANY PLC | 20.466 | 20.466 |
| 211 | D | NORTHROP GRUMMAN PENSION MASTERTRUST | 7.204 | 7.204 |
| 212 | D | MGI FUNDS PLC | 417.956 | 417.956 |
| 213 | D | MARYLAND STATE RETIREMENT PENSION SYSTEM | 31.231 | 31.231 |
| 214 | D | MONTANA BOARD OF INVESTMENTS | 813 | 813 |
| 215 | D | MERCER UCITS COMMON CONTRACTUAL FUND | 42.716 | 42.716 |
| 216 | D | MERCER QIF FUND PLC | 40.084 | 40.084 |
| 217 | D | MERCER QIF COMMON CONTRACTUAL FUND | 1.478.721 | 1.478.721 |
| 218 | D | HARBOR OVERSEAS FUND | 13.581 | 13.581 |
| 219 | D | MULTI STYLE MULTI MANAGER FUNDSPLC | 43.333 | 43.333 |
| 220 | D | LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 12.675 | 12.675 |
| 221 | D | DIMENSIONAL FUNDS PLC | 294.043 | 294.043 |
| 222 | D | TRUST II BRIGHTHOUSE DIMENSIONAL INT SMALL COMPANY PORTFOLIO | 12.212 | 12.212 |
| 223 | D | STATE OF ALASKA RETIREMENT AND BENEFITS PLANS | 12.108 | 12.108 |
| 224 | D | AMERICAN CENTURY ICAV | 211.827 | 211.827 |
| 225 | D | ANIMA FUNDS PUBLIC LIMITED COMPANY | 108.500 | 108.500 |
| 226 | D | AMERICAN CENTURY ETF TRUST AVANTIS INT SMALL CAP VALUE FUND | 165.929 | 165.929 |
| 227 | D | AMERICAN CENTURY ETF TRUST-AVANTIS RESPONSIBLE INTERNATIONAL EQUITY ETF | 23.838 | 23.838 |
| 228 | D | AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL SMALL CAP EQUITY ETF | 20.741 | 20.741 |
| 229 | D | AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL EQUITY ETF | 527.513 | 527.513 |
| 230 | D | AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL SMALL CAP VALUE | 3.182.110 | 3.182.110 |
| 231 | D | AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL EQUITY FUND | 32.002 | 32.002 |
| 232 | D | SSB MSCI EAPE SMALL CAP INDEX SECURITIES LENDING COMMON FND | 47.674 | 47.674 |
| 233 | D | SPDR PORTFOLIO EUROPE ETF | 9.927 | 9.927 |
| 234 | D | COLLEGE RETIREMENT EQUITIES FUND | 106.029 | 106.029 |
| 235 | D | REGIME DE RENTES DU MOUVEMENT DESJARDINS | 52.031 | 52.031 |
| 236 | D | THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 7.538 | 7.538 |
Pagina 6
SAFILO GROUP S.P.A.
Elenco Intervenuti (Tutti ordinati cronologicamente)
Assemblea Ordinaria/Straordinaria
| Badge | Titolare
Tipo Rap. | Deleganti / Rappresentati legalmente | Ordinaria | Straordinaria |
| --- | --- | --- | --- | --- |
| 237 | D | SPDR S&P INTERNATIONAL SMALL CAP ETF
Totale azioni | 74.932
123.288.974
29,656.242% | 74.932
123.288.974
29,656.242 |
| 2 | | COMPUTERSHARE SPA IN QUALITA' DI RAPPRESENTANTE
DESIGNATO NELLA PERSONA DI MARTA SANALITRO
1 D MULTIBRANDS ITALY BV
Totale azioni | 0
206.126.958
206.126.958
49,582.301% | 0
206.126.958
206.126.958
49,582.301 |
| | | Totale azioni in proprio | 0 | 0 |
| | | Totale azioni in delega | 329.415.932 | 329.415.932 |
| | | Totale azioni in rappresentanza legale | 0 | 0 |
| | | TOTALE AZIONI | 329.415.932 | 329.415.932 |
| | | | 79,238.544% | 79,238.544% |
| | | Totale azionisti in proprio | 0 | 0 |
| | | Totale azionisti in delega | 238 | 238 |
| | | Totale azionisti in rappresentanza legale | 0 | 0 |
| | | TOTALE AZIONISTI | 238 | 238 |
| | | TOTALE PERSONE INTERVENUTE | 1 | 1 |
Legenda:
D: Delegante R: Rappresentato legalmente

Pagina 7
SAFILO GROUP S.P.A.
Allegato "C" all'atto n° 22.038 di rep. e n° 17.993 di recq. Assemblea Ordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto : Approvazione del bilancio di esercizio
Hanno partecipato alla votazione:
-n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie
Rappresentate
(Quorum deliberativo) | % Azioni Ammesse
al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 327.394.723 | 99,386426 | 99,386426 | 78,752357 |
| Contrari | 22.080 | 0,006703 | 0,006703 | 0,005311 |
| Sub Totale | 327.416.803 | 99,393129 | 99,393129 | 78,757668 |
| Astenuti | 1.999.129 | 0,606871 | 0,606871 | 0,480876 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 1.999.129 | 0,606871 | 0,606871 | 0,480876 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti. :238
SAFILO GROUP S.P.A.
Allegato "D" all'atto
n° 22.038 di rep. e n° 17.993 di racc
Assemblea Ordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto : Destinazione del risultato d’esercizio
Hanno partecipato alla votazione:
- n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie Rappresentate
(Quorum deliberativo) | % Azioni Ammesse al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Contrari | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub Totale | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Astenuti | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti: 238
Allegato "E" all'atto
SAFILO GROUP S.P.A.
n° 22.038 di rep. e n° 17.993 di racc.
Assemblea Ordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto: Approvazione della sezione I della relazione
Hanno partecipato alla votazione:
-n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie Rappresentate
(Quorum deliberativo) | % Azioni Ammesse al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 268.425.661 | 81,485331 | 81,485331 | 64,567789 |
| Contrari | 60.627.731 | 18,404614 | 18,404614 | 14,583548 |
| Sub Totale | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Astenuti | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti. :238
SAFILO GROUP S.P.A.
Allegato "F" all'atto n° 22.038 di rep. e n° 17.993 di racc.
Assemblea Ordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto: Voto non vincolante sulla sezione II della relazione
Hanno partecipato alla votazione:
-n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie Rappresentate
(Quorum deliberativo) | % Azioni Ammesse al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 268.531.690 | 81,517517 | 81,517517 | 64,593294 |
| Contrari | 60.521.702 | 18,372427 | 18,372427 | 14,558044 |
| Sub Totale | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Astenuti | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti. :238
SAFILO GROUP S.P.A.
Allegato "6" affatto
n° 22.038 di rep. e n° 17.993 di racc.
Assemblea Ordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto: Nomina dei componenti del Collegio Sindacale
Hanno partecipato alla votazione:
n° 238 azionisti che rappresentano per delega
n° 329.415.932 azioni di cui n° 329.415.932 azioni ammesse al voto
pari al 79,238544 del capitale sociale
Hanno votato:
| | | %AZIONI ORDINARIE
RAPPRESENTATE
(Quorum deliberativo) | %AZIONI AMMESSE
AL VOTO | %CAP.SOC. |
| --- | --- | --- | --- | --- |
| LISTA N. 1 | 206.126.958 | 62,573464 | 62,573464 | 49,582301 |
| LISTA N. 2 | 122.939.630 | 37,320487 | 37,320487 | 29,572210 |
| SubTotale | 329.066.588 | 99,893950 | 99,893950 | 79,154511 |
| Contrari | 136.804 | 0,041529 | 0,041529 | 0,032907 |
| Astenuti | 212.540 | 0,064520 | 0,064520 | 0,051125 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| SubTotale | 349.344 | 0,106050 | 0,106050 | 0,084032 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

SAFILO GROUP S.P.A.
Allegato "H" all'atto
n° 22.038 di rep. e n° 17.993 di racc.
Assemblea Ordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto : Determinazione del compenso annuale
Hanno partecipato alla votazione:
-n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie Rappresentate
(Quorum deliberativo) | % Azioni Ammesse al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Contrari | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub Totale | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Astenuti | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti: 238
SAFILO GROUP S.P.A.
Allegato "I" all'atto n° 22.038 di rep. e n° 17.993 di racc.
Assemblea Ordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto: Approvazione del piano di incentivazione denominato 'Performance Share Plan 2026-2028'
Hanno partecipato alla votazione:
-n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie Rappresentate
(Quorum deliberativo) | % Azioni Ammesse al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 273.079.561 | 82,898104 | 82,898104 | 65,687250 |
| Contrari | 55.973.831 | 16,991841 | 16,991841 | 13,464087 |
| Sub Totale | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Astenuti | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti: 238
SAFILO GROUP S.P.A. Allegato "L" all'atto n° 22.038 di rep. e n° 17.993 di racc. Assemblea Straordinaria del 28 aprile 2026
SITUAZIONE ALL'ATTO DELLA COSTITUZIONE
Sono ora rappresentate in aula numero 329.415.932 azioni ordinarie pari al 79,238544% del capitale sociale, tutte ammesse al voto.
Sono presenti in aula numero 238 azionisti tutti rappresentati per delega.

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti: :238
SAFILO GROUP S.P.A.
Allegato "M" all'atto
n° 22.038 di rep. e n° 14.993 di racc
Assemblea Straordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto: Proposta di modifica dell'articolo 5 dello Statuto Sociale vigente
Hanno partecipato alla votazione:
- n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie Rappresentate
(Quorum deliberativo) | % Azioni Ammesse al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Contrari | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub Totale | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Astenuti | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Teste: 1 Azionisti. :238
SAFILO GROUP S.P.A.
Allegato "N" all'atto
n° 22.038 di rep. e n° 17.993 di racc.
Assemblea Straordinaria del 28 aprile 2026
ESITO VOTAZIONE
Oggetto : Proposta di delega al Consiglio di Amministrazione di aumentare il capitale sociale
Hanno partecipato alla votazione:
- n° 238 azionisti, portatori di n° 329.415.932 azioni ordinarie, di cui n° 329.415.932 ammesse al voto, pari al 79,238544% del capitale sociale.
Hanno votato:
| | | % Azioni Ordinarie Rappresentate
(Quorum deliberativo) | % Azioni Ammesse al voto | %Cap. Soc. |
| --- | --- | --- | --- | --- |
| Favorevoli | 272.919.821 | 82,849612 | 82,849612 | 65,648826 |
| Contrari | 56.133.571 | 17,040333 | 17,040333 | 13,502512 |
| Sub Totale | 329.053.392 | 99,889945 | 99,889945 | 79,151337 |
| Astenuti | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Non Votanti | 0 | 0,000000 | 0,000000 | 0,000000 |
| Sub totale | 362.540 | 0,110055 | 0,110055 | 0,087206 |
| Totale | 329.415.932 | 100,000000 | 100,000000 | 79,238544 |

Azionisti in proprio: 0
Azionisti in delega: 238
Testo: 1 Azionisti: 238
SAFILO GROUP S.P.A.
Assemblea Ordinaria/Straordinaria del 28/04/2026
Allegato "O" all'atto
ELENCO PARTECIPANTI n° 22.038 di rep. e n° 17.993 di rec
| NOMINATIVO PARTECIPANTE | Parziale | Totale | RISULTATI ALLE VOTAZIONI Ordinaria | Straordinaria |
|---|---|---|---|---|
| DELEGANTI E RAPPRESENTATI | 1 | 2 | 3 | |
| COMPUTERSHARE SPA IN QUALITA' DI RAPPRESENTANTE DESIGNATO (SUBDELEGA TREVISAN) NELLA PERSONA DI MARTA SANALITRO - PER DELEGA DI | 0 | |||
| 1199SEIU HEALTH CARE EMPLOYEES PENSION FUND RICHIEDENTE:NT NT9 TREATY/NON TREATY TAX L | 247.016 | F | ||
| 3M CANADA COMPANY MASTER TRUST | 22.672 | F | ||
| AA SSGA ACTIONS EURO | 180 082 | F | ||
| ABS DIRECT EQUITY FUND LLC. RICHIEDENTE:NT NT9 NON TREATY CLIENTS | 17.152 | F | ||
| ACADIAN ALL COUNTRY WORLD EX U.S. EQUITY EXTENSION FUND A S RICHIEDENTE:UBS AG-LONDON BRANCH SA AG LDN CLIENT IPB | 13.463 | F | ||
| ACADIAN ALL COUNTRY WORLD EX US SMALL-CAP EQUITY CIT AGENTE:BROWN BROTHERS HARR | 29.948 | F | ||
| ACADIAN ALL-COUNTRY WORLD EX-U.S. EQUITY DYNAMIC EXTENSION MASTER FUND RICHIEDENTE:JP MORGAN CLEARING | 12.495 | F | ||
| ACADIAN GLOBAL ALL-COUNTRY EX-U.S. EX-CHINA EQUITY DYNAMIC E MAPLES CORPORATE SERVICES LIMITED RICHIEDENTE:UBS | 17 943 | F | ||
| ACADIAN GLOBAL DEVELOPED EQUITY DYNAMIC EXTENSION MASTER FUN RICHIEDENTE:JP MORGAN CLEARING CORP. | 12.488 | F | ||
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT, LLC RICHIEDENTE:GOLDMAN SACHS | 23 404 | F | ||
| ACADIAN GLOBAL EQUITY DYNAMIC EXTENSION MASTER FUND RICHIEDENTE:JP MORGAN CLEARING CORP. | 13.583 | F | ||
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 187.264 | F | ||
| ACADIAN INTERNATIONAL SMALL CAP FUND | 1.432.818 | F | ||
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT AGENTE:BROWN BROTHERS HARR | 236 204 | F | ||
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND MANAGER | 531 153 | F | ||
| ACADIAN NON-US ALL CAP EQUITY FUND USD HEDGED LLC | 53 514 | F | ||
| ACADIAN NON-US MICROCAP EQUITY FUND, LLC | 188 854 | F | ||
| ADVANCED SERIES TRUST- AST GLOBAL BOND PORTFOLIO | 284 150 | F | ||
| ALASKA PERMANENT FUND CORPORATION | 295 | F | ||
| ALGERT GLOBAL EQUITY MARKET NEUTRAL FUND LP RICHIEDENTE:JP MORGAN CLEARING CORP | 136 804 | F | ||
| ALLIANZGI-FONDS APNIESA SEGMENT APNIESA-GSIM-A AGENTE:BNPP SA DEUTSCII | 165.884 | F | ||
| ALLIANZGI-FONDS DSPT AGENTE:JP MORGAN SE LUX | 183.144 | F | ||
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST AGENTE:JPMCBNA | 128 547 | F | ||
| AMERICAN CENTURY ETF TRUST-AVANTIS INT SMALL CAP VALUE FUND | 165.929 | F | ||
| AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL EQUITY ETF | 527 513 | F | ||
| AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL EQUITY FUND | 32.002 | F | ||
| AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL SMALL CAP EQUITY ETF | 20.741 | F | ||
| AMERICAN CENTURY ETF TRUST-AVANTIS INTERNATIONAL SMALL CAP VALUE | 3.182.116 | F | ||
| AMERICAN CENTURY ETF TRUST-AVANTIS RESPONSIBLE INTERNATIONAL EQUITY ETF | 23 838 | F | ||
| AMERICAN CENTURY ICAV | 253.827 | F | ||
| AMUNDI INDEX EUROPE EX UK SMALL | 9.610 | F | ||
| AMUNDI MSCI GLOBAL SMALL CAP OECD EX USA | 1.170 | F | ||
| AMUNDI SELEZIONE ATTIVA ITALIA | 152.073 | F | ||
| AMUNDI SGR SPA/AMUNDI SVILUPPO ATTIVO ITALIA | 2 381.394 | F | ||
| ANIMA CRESCITA ITALIA NEW AGENTE:BNPP SA ITALIA | 134.385 | F | ||
| ANIMA ELTIF ITALIA 2026 AGENTE:BNPP SA ITALIA | 143.800 | F |
F: Favorevole; C: Contrario; A: Astenuto; 1: Lista 1; 2: Lista 2; -: Non Votante; X: Assente alla votazione; N: Voti non computati; R: Voti revocati; Q: Voti esclusi dal quorum
ELENCO PARTECIPANTI
NOMINATIVO PARTECIPANTE
| DELEGANTI E RAPPRESENTATI | Parziale | Totale |
|---|---|---|
| ANIMA FUNDS PUBLIC LIMITED COMPANY | 108.500 | |
| ANIMA INIZIATIVA ITALIA AGENTE:BNPP SA ITALIA | 3.593.978 | |
| ANIMA PMI ITALIA | 877.549 | |
| ANIMA SVILUPPO ITALIA 2030 | 110 000 | |
| ANIMA SVILUPPO ITALIA 2031 | 70.000 | |
| AQR DELPHI LONG-SHORT EQUITY MASTER ACCOUNT L.P. | ||
| PORTFOLIO MARGIN ACCT RICHIEDENTE:JP MORGAN CLEARING | 51 317 | |
| AQR FLEX 1 SERIES LLC - SERIES A9 | 10.001 | |
| AQR FLEX 1 SERIES LLC SERIES A10 | 8.029 | |
| AQR FLEX 1 SERIES LLC- SERIES A16 | 1.870 | |
| AQR GLOBAL STOCK SELECTION OFFSHORE FUND II L.P. C/O AQR | ||
| CAPITAL MANAGEMENT LLC RICHIEDENTE:GOLDMAN SACHS | 13.378 | |
| ATLAS DIVERSIFIED MASTER FUND LIMITED | ||
| RICHIEDENTE:CITIGROUP GLOBAL MARKETS SA PRIME FINANCE | 6 436 | |
| ATLAS DIVERSIFIED MASTER FUND LTD. C/O MAPLES CORPORATE | ||
| SERVICES LIMITED RICHIEDENTE:UBS AG-LONDON BRANCH SA AG | 3.403 | |
| ATLAS DIVERSIFIED MASTER FUND, LTD. AGENTE:BOFA SEC I EX ML | ||
| PRO | 80.648 | |
| AVANTIS CIBC GLOBAL SMALL CAP VALUE ETF | 1.632 | |
| AVANTIS CIBC INTERNATIONAL EQUITY ETF | 1.256 | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | ||
| AGENTE:BNPP LUXEMBOURG | 240.000 | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | ||
| AGENTE:BNPP LUXEMBOURG | 35.000 | |
| AZIMUT CAPITAL MANAGEMENT SGR S.P.A AGENTE:BNPP SA ITALIA | 80.000 | |
| AZL DFA INTERNATIONAL CORE EQUITY FUND | 7.277 | |
| BAM MASTER (GCM) AGENTE:BOFA SEC I EX ML PRO | 80.648 | |
| BANCOPOSTA RINASCIMENTO AGENTE:BNPP SA ITALIA | 90.000 | |
| BDL CONVICTIONS | 29.993.453 | |
| BDL ENTREPRENEURS | 332.900 | |
| BDL REMPART | 30.535.985 | |
| BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. INVESTMENT | ||
| FUNDS FOR EMPLOYEE BENEFIT TRUSTS AGENTE:JPMCBNA | 15.795 | |
| BNP PARIBAS EQUITY - FOCUS ITALIA AGENTE:BNPP FRANCE | 29.337 | |
| BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN | ||
| AMER | 4.738 | |
| CA VITA PIR BIL | 119.532 | |
| CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 1 503 | |
| CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM | 272.242 | |
| CC&L Q GLOBAL SMALL CAP EQUITY FUND RICHIEDENTE:RBC IST | ||
| TREATY CLIENTS AC | 10.701 | |
| CCANDL Q INTERNATIONAL EQUITY FUND | 403 | |
| CHALLENGE FUNDS CHALLENGE ITALIAN EQUITY | 150.000 | |
| CITY OF NEW YORK GROUP TRUST | 1.636.589 | |
| CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM. | ||
| RICHIEDENTE:NT NT0 15% TREATY ACCOUNT LEND | 12.468 | |
| CMAP SRPM FUND LIMITED C/O MAPLES CORPORATE SERVICES | ||
| LIMITED RICHIEDENTE:MORGAN STANLEY AND CO. LLC | 61.100 | |
| COLLEGE RETIREMENT EQUITIES FUND | 106.029 | |
| COLLEGES OF APPLIED ARTS AND TECHNOLOGY PENSIONPLAN | 211.355 | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES' | ||
| RETIREMENT SYSTEM | 99.647 | |
| CONNOR, CLARK & LUNN UCITS ICAV - CC&L Q EMERGING MARKETS | ||
| EQUITY UCITS FUND AGENTE:HSBC BANK PLC | 28.077 | |
| CONSTELLATION EMPLOYEES' BENEFIT TRUST FOR UNION | ||
| EMPLOYEES. RICHIEDENTE:NT NT0 15% TREATY ACCOUNT CLIE | 43.460 | |
| CONSTELLATION PENSION MASTER TRUST RICHIEDENTE:NT NT0 15% | ||
| TREATY ACCOUNT CLIE | 16.875 | |
| RISULTATI ALLE VOTAZIONI | ||
| --- | --- | --- |
| Ordinaria | Straordinaria | |
| 1 2 3 4 5 6 7 | 8 9 | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C |
F: Favorevole; C: Contrario; A: Astenuto; I: Lista 1; 2: Lista 2; -: Non Votante; X: Assente alla votazione; N: Voti non computati; R: Voti revocati; Q: Voti esclusi dal quorum
ELENCO PARTECIPANTI
NOMINATIVO PARTECIPANTE
| DELEGANTI E RAPPRESENTATI | Parziale | Totale |
|---|---|---|
| CONTINENTAL SMALL SERIES THE CONTINENTAL SMALL COMPANY RICHIEDENTE:CBNY SA DFA-CNTL SMALL CO SERIES | 634.902 | |
| COUNTY EMPLOYEES' & OFFICERS' ANNUITY & BENEFIT FUND OF COOK COUN | 46 | |
| CPPIB MAP CAYMAN SPC-SEGREGATED PORTFOLIO H MAN SOLUTIONS LTD RICHIEDENTE:JPMSPLC CLIENT ASSETS CL ITLEQ | 1.977 | |
| CPR ACTIONS EURO RESPONSABLE | 553 677 | |
| CREDIT SUISSE INDEX FUND (LUX) | 73.004 | |
| D. E. SHAW ALL COUNTRY GLOBAL ALPHA PLUS PORTFOLIOS L.L.C. RICHIEDENTE:JP MORGAN CLEARING CORP. | 17.065 | |
| D. E. SHAW ALL COUNTRY GLOBAL VALUE ACTIVE PORTFOLIOS L.L.C RICHIEDENTE:JP MORGAN CLEARING CORP. | 882 | |
| D.E. SHAW ALL COUNTRY GLOBAL ALPHA PLUS PORTFOLIOS II L.L.C RICHIEDENTE:JP MORGAN CLEARING CORP. | 4.984 | |
| DE SHAW ALL COUNTRY GLOBAL ALPHA EXTENSION PORTFOLIOS LLC RICHIEDENTE:JP MORGAN CLEARING CORP. | 5 151 | |
| DE SHAW US BROAD MARKET CORE ALPHA EXTENSION CUSTOM FUND II L.L.C. RICHIEDENTE:JP MORGAN CLEARING CORP. | 6 644 | |
| DE SHAW WORLD ALPHA EXTENSION PORTFOLIOS LLC RICHIEDENTE:JP MORGAN CLEARING CORP. | 67 408 | |
| DFA ALL COUNTRY EX US EQUITY MARKET SUBTRUST OF DFA GROUP TRUST RICHIEDENTE:CBNY-DFA ALL CTRY EXUS EQ MKT SUBT | 25.613 | |
| DFA INTERNATIONAL SMALL CAP VALUE PNS GROUP INC RICHIEDENTE:CBNY SA DFA-INTL SMALL CAP VAL POR | 838.780 | |
| DIGITAL FUNDS STARS EUROPE EX-UK RICHIEDENTE:UBSL - UCITS (TX EX) | 991.962 | |
| DIGITAL FUNDS STARS EUROPE RICHIEDENTE:UBSL - UCITS (TX EX) | 1 331.184 | |
| DIGITAL FUNDS STARS EUROPE SMALLER COMPANIES RICHIEDENTE:UBSL - UCITS (TX EX) | 161.650 | |
| DIMENSIONAL FUNDS PLC | 294.043 | |
| DIMENSIONAL GLOBAL SUSTAINABILITY TRUST RICHIEDENTE:CBHK SA DFA-DIM GL SUS T AUD UNH | 9 767 | |
| DIMENSIONAL INTERNATIONAL CORE EQUITY 2 ETF OF DIMENSIONAL E RICHIEDENTE:CBNY-INT CORE EQ 2 ETF | 236.208 | |
| DIMENSIONAL INTERNATIONAL SMALL CAP VALUE ETF OF DIMENSIONA RICHIEDENTE:CBNY-INT SM CAP VAL ETF | 330.758 | |
| DIMENSIONAL INTERNATIONAL VECTOR EQUITY ETF OF DIMENSIONAL E RICHIEDENTE:CBNY-DFA INTERNATIONAL VECTOR | 2.126 | |
| DOMINION ENERGY, INC. DEFINED BENEFIT MASTER TRUST | 44.390 | |
| ENSIGN PEAK ADVISORS INC | 221.847 | |
| EURIZON AZIONI ITALIA | 529.188 | |
| EURIZON AZIONI PMI ITALIA | 67.150 | |
| EURIZON CAPITAL SGR-PIR ITALIA 30 | 67.360 | |
| EURIZON FUND | 28.611 | |
| EURIZON PIR ITALIA AZIONI | 26.089 | |
| EURIZON PROGETTO ITALIA 20 | 27.482 | |
| EURIZON PROGETTO ITALIA 40 | 314.330 | |
| EURIZON PROGETTO ITALIA 70 | 220.650 | |
| EXELOP CORPORATION PENSION MASTER RETIREMENT TRUST RICHIEDENTE:NT NT$ 15% TREATY ACCOUNT CLIE | 5.296 | |
| FIDELITY COMMON CONTRACTUAL FUND II - FIDELITY EUROPE EX-UK EQUITY FUND (ACADIAN) AGENTE:BROWN BROTHERS HARR | 126.062 | |
| FIDELITY CONCORD STREET TRUST: FIDELITY SAI INTERNATIONAL S RICHIEDENTE:CBNY-FIDELITY FSISM | 59.205 | |
| FIDEURAM ITALIA | 19.567 | |
| FIDEURAM PIANO AZIONI ITALIA | 3.267.325 | |
| FIDEURAM PIANO BILANCIATO ITALIA 30 | 216.800 | |
| FIDEURAM PIANO BILANCIATO ITALIA 50 | 660.435 | |
| FIS GROUP COLLECTIVE INVESTMENT TRUST | 23.383 | |
| FLORIDA RETIREMENT SYSTEM | 508.159 | |
| RISULTATI ALLE VOTAZIONI | ||
| --- | --- | --- |
| Ordinaria | Straordinaria | |
| 1 | 2 | 3 |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
| F | F | C C 2 F C |
F: Favorevole; C: Contrario; A: Astenuto; 1: Lista 1; 2: Lista 2; -: Non Votante; X: Assente alla votazione; N: Voti non computati; R: Voti revocati; Q: Voti esclusi dal quorum
ELENCO PARTECIPANTI
NOMINATIVO PARTECIPANTE
| DELEGANTI E RAPPRESENTATI | Parziale | Totale |
|---|---|---|
| FONDITALIA | 978 970 | |
| FORD MOTOR COMPANY OF CANADA LIMITED PENSION TRUST RICHIEDENTE:NT NT1 15% TREATY ACCOUNT CLJE | 154 | |
| G.A.-FUND-B - EURO EQUITIES AGENTE:BNPP SA BELGIUM | 14.280 | |
| GARD UNIT TRUST RICHIEDENTE:NT NT0 IEDP 0 PCT TTY ACC CLT LEN | 22.080 | |
| GESTIELLE PRO ITALIA AGENTE:BNPP SA ITALIA | 11.200 | |
| GLOBAL OPPORTUNITIES OFFSHORE LTD RICHIEDENTE:MORGAN STANLEY AND CO. LLC | 72 | |
| GOLDMAN SACHS FUNDS | 321.482 | |
| GOLDMAN SACHS INSTITUTIONAL FUNDS PLC-CUSTOM EUROPE EQUITY E RICHIEDENTE:MORGAN STANLEY AND CO. LLC | 397.792 | |
| GOLDMAN SACHS INSTITUTIONAL FUNDS PLC-GLOBAL EQUITY MARKET N RICHIEDENTE:MORGAN STANLEY AND CO. LLC | 211 | |
| GRAHAM DEVELOPMENTAL EQUITY STRATEGIES LLC RICHIEDENTE:MORGAN STANLEY AND CO. LLC | 854 | |
| HARBOR OVERSEAS FUND | 13.581 | |
| HILLSDALE GLORAL SMALL CAP EQUITY FUND. RICHIEDENTE:RBC IST TREATY CLIENTS AC | 83 630 | |
| IAM NATIONAL PENSION FUND | 111.449 | |
| INTERFUND SICAV | 15.000 | |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC RICHIEDENTE:CBNY-DFA INTL CORE EQUITY | 347.582 | |
| ISHARES CORE MSCI EAFE ETF RICHIEDENTE:CBNY-CITIBANK NA FBO ISHARES | 1.455.923 | |
| ISHARES III PUBLIC LIMITED COMPANY | 975 | |
| ISHARES INTERNATIONAL SMALL-CAP EQUITY FACTOR ETF RICHIEDENTE:CBNY-CITIBANK NA FBO ISHARES | 93.862 | |
| ISHARES MSCI EAFE SMALL-CAP ETF RICHIEDENTE:CBNY-CITIBANK NA FBO ISHARES | 819.102 | |
| ISHARES MSCI EUROPE IMI INDEX ETF | 14.390 | |
| ISHARES MSCI EUROPE SMALL-CAP ETF RICHIEDENTE:CBNY-CITIBANK NA FBO ISHARES | 24.348 | |
| ISHARES VII PUBLIC LIMITED COMPANY | 360.267 | |
| JANUS HENDERSON HORIZON FUND - PAN EUROPEAN SMALLER COMPANIES FUND AGENTE:BNPP LUXEMBOURG | 3.757.635 | |
| JHVIT INT'L SMALL CO TRUST JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES LLC JHVIT INTERN | 8.728 | |
| JPMORGAN FUNDS AGENTE:JP MORGAN SE LUX | 477.382 | |
| LEADERSEL PMI | 495.000 | |
| LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LIMITED RICHIEDENTE:CBLDN S/A LEGAL AND GENERAL | 52.610 | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 12.675 | |
| MAN NUMERIC ALTERNATIVE RISK PREMIA EQUITIES C/O CITCO TRUSTEES (CAYMAN) LIMITED RICHIEDENTE:MORGAN STANLEY AND | 29 | |
| MAN NUMERIC DIVERSIFIED RISK PREMIA PROGRESSIVE C/O MAPLES CORPORATE SERVICES LIMITED RICHIEDENTE:MORGAN STANLEY | 52 | |
| MAN NUMERIC INTERNATIONAL SMALL CAP | 124.669 | |
| MARGETTS FUND MANAGEMENT LTD | 247.667 | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 31.231 | |
| MEDIOLANUM FLESSIBILE FUTURO ITALIA | 3.082.400 | |
| MEDIOLANUM FLESSIBILE SVILUPPO ITALIA | 1.270.000 | |
| MERCER QIF COMMON CONTRACTUAL FUND | 1.478.721 | |
| MERCER QIF FUND PLC | 40.084 | |
| MERCER UCITS COMMON CONTRACTUALFUND | 42.716 | |
| MGI FUNDS PLC | 417.956 | |
| MGTS APH DA FUND | 227.877 | |
| MONTANA BOARD OF INVESTMENTS | 813 | |
| MULTI STYLE MULTI MANAGER FUNDSPLC | 43.333 | |
| RISULTATI ALLE VOTAZIONI | ||
| --- | --- | --- |
| Ordinaria | Straordinaria | |
| 1 2 3 4 5 6 7 | 8 9 | |
| F F C C 2 F C | F C | |
| F F C C 2 F F | F F | |
| F F C C 2 F C | F C | |
| C F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C |
F: Favorevole; C: Contrario; A: Astenuto; 1: Lista 1; 2: Lista 2; -: Non Votante; X: Assente alla votazione; N: Voti non computati; R: Voti revocati; Q: Voti esclusi dal quorum
Pagina: 4
ELENCO PARTECIPANTI
NOMINATIVO PARTECIPANTE
| DELEGANTI E RAPPRESENTATI | Parziale | Totale |
|---|---|---|
| MULTI UNITS FRANCE - AMUNDI FT | 708.659 | |
| MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF CHICAGO RICHIEDENTE:NT NT0 15% TREATY ACCOUNT LEND | 18.476 | |
| NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST | 23 661 | |
| RICHIEDENTE:NT NT0 15% TREATY ACCOUNT CLIE | ||
| NATWEST ST JAMES'S PLACE MANAGED GROWTH UNIT TRUST | 91.324 | |
| NEW YORK STATE COMMON RETIREMENT FUND AGENTE:JPMCBNA | 191.585 | |
| NEW YORK STATE TEACHERS RETIREMENT SYSTEM | 27.082 | |
| NORTHERN TRUST INVESTMENTS COLLECTIVE FUNDS TRUST | 152.841 | |
| RICHIEDENTE:NT NT0 15% TREATY ACCOUNT LEND | ||
| NORTHROP GRUMMAN PENSION MASTERTRUST | 7.204 | |
| NVIT GS INTERNATIONAL EQUITY INSIGHTS FUND AGENTE:JPMCBNA | 79.109 | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 1 167 993 | |
| RICHIEDENTE:CBNY SA OLD WSTBY GB SM&MD CP FD | ||
| ONEPATH GLOBAL SHARES - SMALL CAP (UNHEDGED) INDEX POOL AGENTE:BNPP SIDNEY | 2.393 | |
| OUTBAM INVESTMENTS LTD | 7.061 | |
| PENSION RESERVES INVESTMENT TRUST FUND | 14.702 | |
| POINT72 ASSOCIATES LLC C/O FINSCO LIMITED | 62 | |
| RICHIEDENTE:MORGAN STANLEY AND CO. LLC | ||
| POLICE AND FIREMEN'S RETIREMENTSYSTEM OF NEW JERSEY | 81 565 | |
| POLICEMEN'S ANNUITY AND BENEFIT FUND OF CHICAGO | 8.619 | |
| RICHIEDENTE:NT POLICEMEN'S ANNUITY AND BEN | ||
| PRI JP MORGAN EUROZONE EQUITY | 611.624 | |
| PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 48.636 | |
| RICHIEDENTE:NT PUBLIC EMPLOYEES RETIREMENT | ||
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 202.255 | |
| QUAERO CAPITAL FUNDS (LUX) - ARGONAUT AGENTE:BANK PICTET AND CIE | 746.831 | |
| QUONIAM FUNDS SELECTION SICAV - EUROPEAN SMALL CAP AGENTE:DZ PRIVATBANK S.A. | 23.950 | |
| RAM (LUX) SYSTEMATIC FUNDS AGENTE:BANQUE DE LUXEMBOURG | 212.540 | |
| REGIME DE RENTES DU MOUVEMENT DESJARDINS | 52.031 | |
| RMM LUX BDL EUROPEAN EQUITY ALPHA | 1 154.750 | |
| RPAQ 2015 FUND LP RICHIEDENTE:GOLDMAN SACHS INTERNATIONAL LIMITED | 6 818 | |
| RUSSELL INVESTMENT COMPANY PLC | 20 466 | |
| SACRAMENTO COUNTY EMPLOYEES RETIREMENT SYSTEM | 95 241 | |
| RICHIEDENTE:NT NT0 TREATY/NON TREATY TAX L | ||
| SBC MASTER PENSION TRUST AGENTE:JPMCBNA | 66.104 | |
| SCOTIA WEALTH QUANTITATIVE GLOBAL SMALL CAP EQUITY POOL | 165.923 | |
| SEI INSTITUTIONAL INTERNATIONAL TRUST INTERNATIONAL EQUITY FUND AGENTE:BROWN BROTHERS HARR | 22.177 | |
| SOCIAL PROTECTION FUND | 6.899 | |
| SOUTHERN CALIFORNIA UNITED FOOD AND COMMERCIAL WORKERS UNIONS AND FOOD EMPLOYERS JOINT PENSION RICHIEDENTE:NT NT0 | 38 267 | |
| SPARTAN GROUP TRUST FOR EMPLOYEE BENEFIT PLANS. | 25 398 | |
| RICHIEDENTE:NTC-SPARTAN GRP TR FOR EMP BEN PL | ||
| SPDR PORTFOLIO EUROPE ETF | 9 927 | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 74.932 | |
| SSB MSCI EAFE SMALL CAP INDEX SECURITIES LENDING COMMON FND | 47.674 | |
| SSGA SPDR ETFS EUROPE II PUBLICLIMITED COMPANY | 2.111 | |
| SST GLOB ADV TAX EXEMPT RETIREMENT PLANS | 249.890 | |
| STATE OF ALASKA RETIREMENT AND BENEFITS PLANS | 12.108 | |
| STATE OF ALASKA RETIREMENT AND BENEFITS PLANS DEPARTMENT OF REVENUE TREASURY DIVISION RICHIEDENTE:JP MORGAN | 87.408 | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 172.965 | |
| RISULTATI ALLE VOTAZIONI Ordinaria | Strasodinaria | |
| --- | --- | --- |
| 1 2 3 4 5 6 7 | 8 9 | |
| F F C C 2 F F | F F | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C |
F: Favorevole; C: Contrario; A: Astenuto; I: Lista 1; 2: Lista 2; -: Non Votante; X: Assente alla votazione; N: Voti non computati; R: Voti revocati; Q: Voti esclusi dal quorum
ELENCO PARTECIPANTI
NOMINATIVO PARTECIPANTE
| DELEGANTI E RAPPRESENTATI | Parziale | Totale |
|---|---|---|
| STATE OF NEW MEXICO STATE INVESTMENT COUNCIL | ||
| AGENTE:JPMCBNA | 571.907 | |
| STATE OF WISCONSIN INVESTMENT BOARD | 1 | |
| STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV | 23.508 | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO RICHIEDENTE:NT | ||
| STATE TEACHERS RETIREMENT S | 16.856 | |
| STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR DE | ||
| BOUWNIJVERHEID | 6.922 | |
| STICHTING JURIDISCH EIGENAAR ACHMEA IM LIQUID ASSET FUNDS | ||
| RICHIEDENTE:NTC-STCH JURH ENB ACH IM LQD AS FD | 229.637 | |
| STRATEGIC INTERNATIONAL EQUITY FUND AGENTE:JPMCBNA | 9.617 | |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 233.515 | |
| TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 236.731 | |
| TEXAS MUNICIPAL RETIREMENT SYSTEM | 9.640 | |
| THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER | ||
| TRUST AGENTE:JPMCBNA | 302.134 | |
| THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST | ||
| RICHIEDENTE:NT NT0 15% TREATY ACCOUNT CLIE | 245.120 | |
| THE CLEVELAND CLINIC FOUNDATION | 136.354 | |
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 7.538 | |
| THE STATE OF CONNECTICUT, ACTING THROUGH ITS TREASURER | 30.532 | |
| THE TUOMO O. VUOLTERENARIO 2025 CHARI TABLE REMAINDER | ||
| UNITBUST | 1.414 | |
| THRIFT SAVINGS PLAN AGENTE:JPMCBNA | 611.743 | |
| TR EUROPEAN GROWTH TRUST PLC AGENTE:HSBC BANK PLC | 2.740.977 | |
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY | ||
| PORTFOLIO | 12.212 | |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | ||
| RICHIEDENTE:JPMSPLC CLIENT ASSETS CL ITLEQ | 8.739 | |
| U.S. STEEL RETIREMENT PLAN TRUST RICHIEDENTE:NT NT0 15% | ||
| TREATY ACCOUNT LEND | 20.481 | |
| UBS LUX FUND SOLUTIONS | 236.603 | |
| UI-FONDS BAV RBI AKTIEN AGENTE:JP MORGAN SE LUX | 29.860 | |
| UNITED NATIONS JOINT STAFF PENSION FUND. RICHIEDENTE:NT | ||
| UNITED NATIONS JOINT STAFF | 264.539 | |
| UNIVERSAL-INVESTMENT-GESELLSCHAFT MBH AGENTE:HSBC | ||
| CONTINENTAL EUR | 68.019 | |
| UNIVERSAL-INVESTMENT-GESELLSCHAFT MBH ON BEHALF OF | ||
| STBV-NW-UNIVERSAL-FONDS AGENTE:BNPP SA DEUTSCH | 7.272 | |
| UPS GROUP TRUST | 26.639 | |
| UTAH STATE RETIREMENT SYSTEMS RICHIEDENTE:NT NT0 15% | ||
| TREATY ACCOUNT LEND | 22.228 | |
| VANGUARD INTERNATIONAL SMALL COMPANIES INDEX FUND | ||
| AGENTE:JPMCBNA | 71.939 | |
| VANGUARD INVESTMENT SERIES PUBLIC LIMITED COMPANY | ||
| AGENTE:BROWN BROTHERS HARR | 145.919 | |
| VERDIPAPIRFONDET KLP AKSJEGLOBAL SMALL CAP INDEKS | ||
| RICHIEDENTE:NT GS1 0 PCT TREATY ACCOUNT CLT LEN | 45.739 | |
| VIRGINIA RETIREMENT SYSTEM | 24.285 | |
| VOYA MULTI-MANAGER INTERNATIONAL SMALL CAP FUND | 42.948 | |
| WASHINGTON STATE INVESTMENT BOARD | 40.131 | |
| WEST VIRGINIA INVESTMENT MANAGEMENT BOARD | ||
| RICHIEDENTE:NT NT0 15% TREATY ACCOUNT LEND | 116.076 | |
| XTRACKERS MSCI EUROZONE HEDGED EQUITY ETF | 2.787 | |
| 123.288.974 | ||
| COMPUTERSHARE SPA IN QUALITA' DI RAPPRESENTANTE | ||
| DESIGNATO NELLA PERSONA DI MARTA SANALITRO | ||
| - PER DELEGA DI | 0 | |
| MULTIBRANDS ITALY BV | 206.126.958 | |
| 206.126.958 | ||
| RISULTATI ALLE VOTAZIONI | ||
| --- | --- | --- |
| Ordinaria | Straordinaria | |
| 1 2 3 4 5 6 7 | 8 9 | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F F | F F | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C | |
| F F C C 2 F C | F C |
F: Favorevole; C: Contrario; A: Astenuto; I: Lista 1; 2: Lista 2; -: Non Votante; X: Assente alla votazione; N: Voti non computati; R: Voti revocati; Q: Voti esclusi dal quorum
ELENCO PARTECIPANTI
NOMINATIVO PARTECIPANTE
DELEGANTI E RAPPRESENTATI
Parziale
Totale
| RISULTATI ALLE VOTAZIONI Ordinaria Straordinaria | ||
|---|---|---|
| 1 2 3 4 5 6 7 | 8 9 |
Legenda:
1 Approvazione del bilancio di esercizio
3 Approvazione della sezione I della relazione
5 Nomina dei componenti del Collegio Sindacale
7 Approvazione del piano di incentivazione denominato 'Performance Share Plan 2026-2028'
9 Proposta di delega al Consiglio di Amministrazione di aumentare il capitale sociale
2 Destinazione del risultato d'esercizio
4 Voto non vincolante sulla sezione II della relazione
6 Determinazione del compenso annuale
8 Proposta di modifica dell'articolo 5 dello Statuto Sociale vigente

F: Favorevole; C: Contrario; A: Astenuto; 1: Lista 1; 2: Lista 2; -: Non Votante; X: Assente alla votazione; N: Voti non computati; R: Voti revocati; Q: Voti esclusi dal quorum
ARTICLES OF ASSOCIATION OF SAFILO GROUP S.P.A.
ESTABLISHMENT - REGISTERED OFFICE - DURATION
Article 1)
A joint stock company is hereby established under the name of "SAFILO GROUP S.p.A.".
Article 2)
The Company's registered office is in Padua. Under the terms of law the Company may:
(a) Establish and close down secondary offices, branches and agencies both in Italy and abroad;
(b) Move the operating headquarters elsewhere and change the address of the registered office.
Article 3)
The duration of the Company is established up to 31 (thirty first) December 2100 (twenty one hundred) and can be amended by resolution of the Extraordinary Shareholders' Meeting.
BUSINESS PURPOSE
Article 4)
The Company's business purpose is:
a) The direct and indirect management, through shareholdings in companies and entities, of activities in Italy and abroad for the creation, realization, production and marketing of prescription frames and sunglasses, sports eyewear, lenses, machinery and equipment for the eyewear trade and any other accessories for optical use, equipment and items for sport and leisure;
(b) The assumption, negotiation and management of shareholdings in companies which operate directly or through subsidiary companies, in the sectors specified in a) above, or connected or complementary thereto; the Company may perform financial transactions, finance companies in which it has directly or indirectly invested and make financial agreements for the technical and financial coordination of the same; all activities defined in law as being financial ones shall be conducted solely in respect of group companies and not in respect of the general public;
(c) The provision of assistance in developing economic, administrative, organizational and commercial planning of entire
market segments or restructuring of individual companies, feasibility studies for company acquisitions, and in managing programmes for developing economic and commercial relationships abroad and in managing industrial and commercial companies in the sectors listed in a) above, or connected or complementary thereto.
The Company may perform all commercial, industrial, real estate and securities transactions that its governing body considers fit or necessary for achieving its business purpose and for improving management of its resources, particularly financial ones; the Company may receive loans from shareholders and make and receive intragroup loans; the Company may grant endorsements, sureties and any other type of guarantee, including to third parties; the Company may become an agent for Italian or foreign companies; the Company may directly or indirectly undertake shareholdings and interests in other companies, consortia, associations and enterprises whose business purpose is similar, related or nonetheless associated with the Company's own.
The Company may not conduct any activities defined in law as financial ones with the general public.
The Company may not perform any deposit-taking activities or any other legally controlled activities. Restricted professional activities are likewise excluded.
SHARE CAPITAL - SHARES - BONDS -
Article 5)
Share capital amounts to Euro 384,912,456.25 (three hundred eighty-four million nine hundred and twelve thousand four hundred fifty-six/25) divided into no. 415,726,889 (four hundred and fifteen million seven hundred and twenty-six thousand eight hundred and eighty-nine) ordinary shares without any indication of par value.
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.
The employees of the Company or subsidiaries thereof may be granted, in the forms and at the conditions set forth by the applicable laws, with profits or reserves through the issuance of shares pursuant to paragraph 1 of Article 2349 of the Italian Civil Code.
2
The Directors are granted, for a term of five years from April 28, 2026, the authority to increase the share capital, in order to implement the incentive plan named the 'Performance Share Plan 2026-2028' (the "Plan"), for an amount not exceeding Euro 5,115,000 (five million one hundred and fifteen thousand), by issuing not more than 5,500,000 (five million five hundred thousand) new no-par value ordinary shares, having the same features as the outstanding shares and carrying regular dividend rights, at an issue value equal to the accounting par value of Safilo's shares on the date of execution of this delegation, through the allocation of a corresponding amount of profits and/or profit reserves as resulting from the latest financial statements of the Company from time to time approved pursuant to Article 2349 of the Italian Civil Code, all in accordance with the terms, conditions and procedures set out in the Plan.
By virtue of what has been specified above, the extraordinary meeting of April 15th, 2014 resolved to increase the share capital by a maximum 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) without any indication of par value, to be offered for subscription to directors and/or employees of the Company and its subsidiaries.
On April 26, 2017, the extraordinary general meeting resolved to increase the share capital, in cash and in more tranches, by a maximum 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) without any indication of par value, 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 the granting of options (therefore the period starting from the day preceding the Board of Directors' meeting which resolves the granting of options 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).
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On April 28, 2020, the extraordinary shareholders' meeting resolved to issue, without capital increase, up to a maximum number of 7,765,371 (seven million seven hundred sixty-five thousand three hundred seventy-one) ordinary shares without any indication of par value, having the same characteristics as those already issued, with exclusion of the pre-emption right pursuant to Article 2441, Paragraph 8, of the Italian Civil Code, to be offered for subscription to the beneficiaries of the 2020-2022 Stock Option Plan, at an issue price, fully charged to the share premium reserve, equal to the volume weighted average (rounded down to the second decimal place) official price of the Company shares for the preceding month leading up to the day on which the Board of Directors resolves the assignment of the Options under the Plan (therefore, it means the period starting from the day preceding the Board of Directors' meeting which resolves the assignment and ending on the same day of the previous calendar month, being understood that, during the aforesaid period, only trading days will be taken into account to determine the weighted average).
On July 30, 2021 the extraordinary shareholders' meeting resolved to increase the share capital, in divisible form, for consideration in compliance with the option right pursuant to Article 2441, paragraph 1, of the Italian Civil Code, up to a maximum amount of Euro 135,000,000 (one hundred and thirty-five million), including any share premium, through the issuance of ordinary shares without any indication of par value with the same characteristics as those in circulation to be subscribed by April 30, 2022 at a unit price calculated taking into account, inter alia, market conditions in general and the trend of the Company's share price and volumes, expressed on the stock exchange, as well as the Company's economic, financial and capital performance and market practice for similar transactions. Without prejudice to the above criteria, the issue price will be calculated by applying, in accordance with market practices for similar transactions, a discount to the so-called Theoretical Ex-Right Price (TERP) of existing shares, calculated using current methodology.
On April 27, 2023, the extraordinary shareholders' meeting resolved to issue up to a maximum number of 11,000,000 (eleven million) ordinary shares without any indication of par value, having the same characteristics as those already issued, with exclusion of the pre-emption right pursuant to Article 2441, Paragraph 8 of the Italian Civil Code, to be offered for subscription to the beneficiaries of the "Stock Option Plan 2023-
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2025 of Safilo Group S.p.A. and Safilo S.p.A." (the "Plan"), at an issue price, fully charged to the share premium reserve, equal to the average weighted by volume (rounded to the second decimal place) of the daily official prices of the Company shares for the preceding month leading up to the day on which the Board of Directors determines the number of options to be assigned under the Plan (the "Options") (therefore, it means the period starting from the day preceding the Board of Directors' meeting which determines such number of Options and ending on the same day of the previous calendar month, being understood that, during the aforesaid period, only trading days shall be taken into account to determine the weighted average).
Article 6)
Shares are registered and indivisible and can be freely transferred. Likewise convertible bonds issued by the Company are registered and indivisible and may be converted into its shares.
Article 7)
The right to withdrawal may be exercised in those cases established by binding legal provisions and in the manner set out in law.
The right of withdrawal may not be exercised for resolutions to prolong the Company's duration or to introduce, amend or remove constraints on the circulation of shares.
SHAREHOLDERS' MEETINGS
Article 8)
Shareholders' Meetings are called in accordance with applicable law and regulations by the Company's Board of Directors, without prejudice to the provisions of the article 10, paragraph 7 of these Articles of Association, at the Company's registered office or elsewhere, provided in Italy, in the place indicated in the meeting's notice.
The Directors call without delay the Shareholders' Meetings when so requested by the shareholders in accordance with applicable law and regulations. The shareholders requesting the call of the Shareholders' Meetings prepare and submit to the Board of Directors, contextually with their request, a report on the proposals concerning the items to be discussed at such Shareholders' Meetings. The Board of Directors makes available to the public the aforesaid report along with its own evaluations
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thereon simultaneously with the publication of the notice of call of the relevant Shareholders' Meetings in accordance with applicable law and/or regulations.
Shareholders' Meetings are convened, pursuant to the provisions of law, through a notice of call containing an indication on the date, time, place (unless it is a meeting held solely by means of telecommunications in compliance with the provisions of article 10, last part) and agenda of each such Shareholders' Meeting, as well as any other information required pursuant to applicable law and regulation, to be published on the website of the Company and through the additional modalities which may be provided for pursuant to applicable law and regulations.
Article 9)
Shareholders' Meetings can be held in either ordinary or extraordinary session.
An Ordinary Shareholders' Meeting must be called at least once a year within 120 days of the end of the Company's financial year. When so entitled by law, the annual Shareholders' Meeting can be convened within 180 days of the end of the Company's financial year; in this case the Directors outline the reasons of the delay in the directors' report accompanying the annual financial statements.
Shareholders' Meetings are convened in one single call, unless, with respect to a specific Shareholders' Meeting, the Board of Directors has resolved to fix a date for the second and, eventually, the third call, informing the shareholders of such circumstance in the relevant notice of call.
Shareholders who, alone or jointly with others, represent at least 2.5% (two point five percent) of share capital may request in writing, within 10 (ten) days of publication of the notice convening the Shareholders' Meeting, or the different term set forth by law within the limits and in accordance with the modalities provided by applicable law and regulations, that additional items be placed on the agenda, specifying in such request the additional proposed topics for discussion. Any additions to the meeting's agenda following requests of this kind shall be published in the manner and terms established by the applicable law.
Within the deadline for the presentation of their request to integrate the items on the agenda, the requesting shareholders submit to the Board of Directors a report on such additional items. The Board of Directors makes available to the public the aforesaid report along with its own evaluations thereon
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simultaneously with the notice of integration of the agenda through the above mentioned modalities.
No integrations to the Shareholders' Meetings' agenda are permitted with respect to those items on which, by operation of law, same Shareholders' Meetings are called to resolve by the Board of Directors or on the basis of a plan or report prepared by same Board of Directors, other than the reports which are ordinarily prepared by the Board on the items of the agenda.
Article 10)
Each share carries the right to one vote.
The entitlement to attend and vote at the Shareholders' Meetings is attested by an apposite certificate delivered to the Company by an authorized intermediary in accordance with its accounting books, issued in favour of the individual/entity which is entitled to vote on the basis of the participation owned by his/her/it at the end of the seventh trading day preceding the date of single call or first call of the concerned Shareholders' Meeting or at the different term set forth by applicable law or regulations.
The above mentioned certificate shall be delivered to the Company by the authorized intermediary within the deadlines set forth by law.
The individuals/entities entitled to vote may be represented in the relevant Shareholders' Meetings by written proxy, in the cases and to the extent allowed by applicable law and regulations. The proxy may be submitted to the Company in an electronic way, through a certified email account (PEC) or any other technical modalities which may be contemplated by applicable law or regulations.
Where permitted by the legislation in force from time to time, participation in the meeting and the exercise of the right to vote may also take place exclusively through the representative appointed by the company pursuant to Article 135-undecies of TUF: to this end, the Board of Directors may provide in the notice of meeting that participation in the meeting and the exercise of voting rights shall take place exclusively through the appointed representative, who may be granted, in the manner and within the terms established by the law and the regulatory provisions in force from time to time, a proxy with voting instructions on all or some of the proposals on the agenda. The delegation to the appointed representative is effective only for the proposals in relation to which the relevant voting instructions are given.
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Where provided for and/or permitted by law and/or regulatory provisions in force from time to time, the Company may provide, in relation to single meetings, that participation in the meeting by authorized parties may also or solely take place via means of telecommunications which guarantee their identification without the need for the President, the Secretary and/or the Notary to be in the same place.
In this case, the notice of call will specify the aforementioned methods of participation, even omitting the indication of the physical location of the meeting.
Article 11)
Shareholders' Meetings shall be chaired by the Chairman of the Board of Directors or, if absent or unable, by another individual selected by majority vote of those attending the Shareholders' Meeting.
The Chairman is assisted by a secretary, who need not be a shareholder, designated by the Meeting or by a notary in the cases established by law or when so decided by the meeting's Chairman. A secretary is not necessary when the minutes of the meeting are prepared by a notary.
The Chairman confirms that the meeting has been properly called and that the individuals/entities in attendance are entitled to take part thereto; he directs and controls the debate and establishes the methods of voting.
Article 12)
The provisions of law apply to both ordinary and extraordinary Shareholders' Meetings, both as regards their proper formation and the validity of the resolutions adopted.
Article 13)
Shareholders' Meetings are conducted in accordance with a specific set of procedures, approved by resolution of the Ordinary Shareholders' Meeting.
BOARD OF DIRECTORS
Article 14)
The Company shall be managed by a Board of Directors consisting of between six and fifteen members, who need not be shareholders. The size of the Board of Directors shall be determined by the Shareholders' Meeting.
Members of the Board of Directors shall remain in office for three financial years and are eligible for re-election.
The directors must satisfy the requirements of eligibility, experience and integrity established by law and other applicable regulations. At least one of the members of the Board of Directors, or two if the Board has more than seven members, must satisfy the independence requirements applying to statutory auditors under current legislation.
In accordance with the provisions of article 147-ter of the Legislative Decree no. 58 of 24 February 1998:
(i) to the purpose of ensuring that minority shareholders are represented by one member on the Board of Directors, the Board of Directors is appointed on the basis of lists presented by shareholders containing a maximum of 15 candidates, all listed with a sequential number; and
(ii) the mechanism for the election of the Board of Directors set forth in this Article 14 shall in any case ensure balance between genders (masculine or feminine) within the Board of Directors in compliance with the applicable pro tempore legislation and regulations in force.
A) Presentation of lists
Lists may be presented only by those shareholders who own, alone or together with others, at the time of presenting the list, at least a percentage of share capital, consisting of shares with voting rights at Ordinary Shareholders' Meetings, set forth by applicable law or regulations governing the directors' appointments. This percentage shall be specified in the notice convening the Shareholders' Meeting called to resolve on the appointment of the Board of Directors. The outgoing Board of Directors can also present a list of its own.
No individual/entity attending the meeting, none of the shareholders belonging to a shareholder syndicate relating to the Company's shares as defined by article 122 of Decree 58/1998, nor the parent company, subsidiaries or companies under common control pursuant to article 93 of Decree 58/1998, may present or vote for more than one list, including through a third party or trust companies. No candidate may appear in more than one list, otherwise they will be disqualified.
If the above rules are not observed by one or more individuals/entities entitled to attend and vote at the Shareholders' Meetings, their vote for any of the lists presented is discounted.
The lists presented must be filed at the Company's registered office at least 25 (twenty-five) days in advance of the date set
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for the single call or first call of the Shareholders' Meeting or within the different deadline set forth by applicable law in force from time to time. This requirement must be mentioned in the notice convening the meeting, without prejudice to any other form of publicity established by legislation in force from time to time.
Each list must be signed by those presenting it and filed within the term specified above at the Company's registered office, accompanied by (i) the professional curricula of the candidates, and (ii) statements by each individual candidate accepting their candidacy and confirming, under their own responsibility, that they are in possession of the requirements envisaged by prevailing statutory and regulatory provisions for members of the Board of Directors and the absence of any reasons for incompatibility and/or ineligibility contained in law.
Candidates for whom the above rules are not observed are disqualified.
The lists presented are made available to the public at the Company's office, on its website and through the other modalities provided for by applicable law and regulations, at least 21 (twenty-one) days before the date of single call or first call of the Shareholders' Meeting convened to resolve on the appointment of the Board of Directors or within the different deadline provided for by applicable law and regulations in force from time to time.
Shareholders presenting a list of candidates must also provide the Company, within the deadline for presentation of the list, with the information concerning their own identity and percentage of shares held. The certificate attesting the ownership of at least the minimum shareholding required to present a list of candidates, determined having regard to the amount of shares registered in favour of the concerned shareholders on the same day when the lists are deposited with the Company, can be delivered to same Company also after the deposit of the lists, provided that such certificate is delivered at least 21 (twenty-one) days before the date of first call of the relevant Shareholders' Meeting or within the different deadline provided for by the applicable law in force from time to time.
In compliance with the current legislative and regulatory provisions as well as the latest version of the Corporate Governance Code issued by the Corporate Governance Committee, each list shall contain a number of candidates who satisfy the independence requirements for statutory auditors established in
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article 148, paragraph 3, of the Legislative Decree no. 58 of 24 February 1998, specifying such candidates clearly.
If and until expressly provided by mandatory law and/or regulatory provisions, each list, except for those containing less than three candidates, shall be composed of a number of candidates belonging to the underrepresented gender (masculine or feminine) so that, should such list result as the Directors Majority List (as defined below), from such list a number of Directors belonging to the underrepresented gender are elected in order to ensure balance between genders (masculine or feminine) within the Board of Directors in compliance with the applicable pro tempore legislation and regulations in force.
Lists for which the above provisions are not observed shall be treated as if they had not been presented.
B) Voting
The vote of each entitled individual/entity shall refer to the list and hence all the candidates appearing therein, without the possibility of making any changes, additions or exclusions.
Once the Shareholders' Meeting has decided the number of directors to be elected, the procedures are as follows:
1) all the Directors requiring election, but one, shall be elected from the list obtaining the highest number of votes ("Directors Majority List"), in the sequential order in which they appear on that list;
2) one Director shall be elected, in compliance with statutory provisions, from the list obtaining the second highest number of votes ("Directors Minority List"), which shall not be associated in any way, even indirectly, with the individuals/entities who presented and/or voted for the Majority List; the Director elected in this case shall be the candidate at the head of this list. However, if not even one independent Director is elected from the Directors Majority List, then the first independent Director appearing on the Directors Minority List shall be elected in place of the candidate at the head of this list.
In the event of a tie, the entire Shareholders' Meeting will vote again until an unequivocal result is achieved.
The Chairman of the Board of Directors shall be the first candidate appearing on the Directors Majority List.
No account is taken of lists that obtain a percentage of votes corresponding to less than half of that required by this article for their presentation.
If only one list is presented, or admitted to voting, the Shareholders' Meeting shall vote on this. If this list obtains the required majority vote, the number of directors established
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by the Shareholders' Meeting shall be elected from it in the sequential order in which the candidates appear therein and subject to compliance, if and until expressly provided by mandatory law and/or regulatory provisions, with the required balance between genders (masculine or feminine) within the Board of Directors.
The Directors Majority List or the only list (as the case may be) shall ensure compliance with the applicable pro tempore legislation and regulations in force regarding balance between genders. In particular, if the composition of the managing body, determined on the basis of the sequence numbers assigned to the candidates of such list, does not include a sufficient number of components of the underrepresented gender (masculine or feminine) - taking also into account, in case of the Directors Majority List, the gender (masculine or feminine) of the candidate elected by the Directors Minority List -, candidates having the lowest sequence number, belonging to the mainly represented gender (masculine or feminine) will be automatically replaced by candidates of the underrepresented gender (masculine or feminine) with the highest sequence number, until the minimum quota required by the applicable pro tempore legislation and regulations in force regarding balance between genders has been reached.
If no list is presented or the list(s) presented contain(s) a number of candidates (also in terms of underrepresented gender, masculine or feminine) not sufficient to elect the entire managing body, the Board of Directors or, as appropriate, the additional Directors to be elected in order to reach the number of members of the Board of Directors established by the Shareholders' Meeting, shall be appointed by same Shareholders' Meeting with the voting majorities required by law. In each case, it shall be carefully ensured the presence within the Board of Directors of the necessary number of members having all the requirements set forth by applicable laws and regulations, who shall also be selected in such a way as to ensure the presence in the Board of Directors of the minimum quota required by the applicable pro tempore legislation and regulations in force regarding balance between genders.
Article 15)
If one or more directors should vacate office during the year, the following procedures shall be adopted for their replacement in accordance with article 2386 of the Italian Civil Code:
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a) the Board of Directors shall appoint replacements by way of co-option of individuals belonging to the same list of the resigned Directors; the next Shareholders' Meeting shall vote with the legally required majorities, in compliance with the same principle and nonetheless ensuring that the Board of Directors contains the correct number of directors qualifying as independent required by current statutory and regulatory provisions. If and until expressly provided by mandatory law and/or regulatory provisions, the Board of Directors shall appoint replacements of the same gender (masculine or feminine) of the ceased Directors, so to ensure the compliance with the applicable pro tempore legislation and regulations in force regarding balance between genders, having also care to ensure that the Board of Directors contains the correct number of Directors having the independency requirements set forth by current statutory and regulatory provisions.
The Shareholders' Meeting, in confirming/replacing the coopted Directors or, in the absence of co-option, in directly proceeding with the appointment of replacements, resolves with the voting majorities set forth by law, having however care of complying with the same principles referred above;
b) if the list no longer contains previously unelected candidates, the Board of Directors shall make the replacement without observing the procedure set out in point (a) above. Similarly, the related vote by the next Shareholders' Meeting, again with the legally required majorities, shall nonetheless ensure that the Board of Directors contains the correct number of Directors qualifying as independent required by current statutory and regulatory provisions and, if and until expressly provided by mandatory law and/or regulatory provisions, the required number of Directors belonging to the underrepresented gender (masculine or feminine).
If two or more Directors resign or leave the Board of Directors for any other reason, the entire Board will be considered replaced from the date on which the new Board takes office.
Article 16)
If no list has been presented and if the Shareholders' Meeting has not already done so, the Board of Directors shall appoint its own Chairman.
The Board can appoint one or more Vice Chairmen, and one of more Chief Executive Officers, who also have deputizing functions to the Chairman.
The Board shall appoint a Secretary, who does not have to be one of its members.
Article 17)
The Board of Directors shall meet whenever the Chairman considers it appropriate, or at the request of at least two directors, or one of the Chief Executive Officers, or at least one member of the Board of Statutory Auditors.
The Chairman or whoever is deputizing for him shall convene the Board of Directors at the registered office or elsewhere in Italy or abroad in any Country (even if it is not a member of the European Union), by sending a notice containing the meeting's date, time, place (unless it is a meeting held solely by means of telecommunications) and agenda; such notice shall be sent at least seven days before the date of the meeting via e-mail or any other method that guarantees proof of receipt, to the domicile of each director and standing statutory auditor. In the event of having to convene the Board urgently, the notice may be sent in the same manner at least two days before the date of the meeting. Where permitted by the applicable legislation Board meetings may be held also or solely by means of telecommunications. The meetings of the Board of Directors are valid even when they are held exclusively, by means of telecommunications, provided that all participants can be identified by the Chairman and all the others attending, and they are able to follow the discussion or intervene in real time, and that all the proceedings are recorded in the minutes.
If a physical meeting place is provided, the board of directors is considered to be held in the place indicated in the notice of the meeting, where the person taking the minutes must be located. It is understood that the Chairman and the person taking the minutes may be in different places.
Board meetings are valid even when not duly convened provided all the directors and statutory auditors in office are present, including by means of telecommunications.
Article 18)
Board meetings are chaired by the Chairman or, if absent, by a Vice Chairman or Chief Executive Officer or, if absent, by another director as appointed by the Board.
Article 19)
The majority of directors in office must be present for Board resolutions to be valid.
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Board resolutions are adopted by majority vote of the directors in attendance. Should the Board of Directors consist of an even number of members, the Chairman shall have the casting vote in the event of a tie.
Article 20)
The Board of Directors is invested with the widest possible powers for the ordinary and extraordinary administration of the Company, excluding only those powers that by law are the prerogative of the Shareholders' Meeting.
The Board of Directors is also assigned responsibility for decisions concerning mergers in the cases envisaged by articles 2505 and 2505-bis of the Italian Civil Code, demergers in the case of article 2505-bis mentioned in article 2506-ter of the Italian Civil Code, the opening or closure of secondary headquarters, the reduction of share capital in the event of shareholder withdrawal, amendments to the Articles of Association to update them for statutory and regulatory requirements and the transfer of the Company's registered office within Italy.
The Board of Directors, or its members invested with specific powers, shall comply with all legal reporting requirements, informing the Board of Statutory Auditors of its activities and of the more important economic, financial and equity operations carried out by the Company or its subsidiaries; they specifically report on transactions in which they have an interest, on their own account or that of third parties, or which are influenced by any body exercising direction and coordination of the Company; this report is made at least every three months during meetings of the Board of Directors.
Article 21)
In compliance with article 2381 of the Italian Civil Code, the Board of Directors can delegate its powers to an executive committee, and to one or more of the directors.
The notice of call, the meetings and resolutions of the executive committee, when appointed, are governed by the same provisions as in articles 17, 18 and 19 above.
The Board of Directors shall be responsible for making and annulling the appointment of the Company's Financial Reporting Officer, in compliance with the provisions of article 154-bis of Decree 58/1998. Such appointment and annulment shall be made by the Board of Directors after having sought the compulsory but not binding opinion of the Board of Statutory Auditors on this matter. The Board of Directors shall ensure that the Financial
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Reporting Officer has suitable powers and resources for carrying out the duties entrusted under current legislation and shall establish the term in office and related remuneration. The Financial Reporting Officer shall be chosen from persons in possession of professional qualifications involving specific expertise and long experience in the accounting and financial field and any other requirements established by the Board of Directors and/or current legislation.
The Board of Directors also has the right to appoint proxies, who may be permanent or temporary, for individual deeds or transactions or for categories of deed or transaction.
Article 22)
Except for authority otherwise granted, the Chairman of the Board of Directors and each of the Chief Executive Officers, if appointed, shall be entitled to sign jointly or severally on the Company's behalf, as decided by the Board of Directors which appointed them and established their powers and duties.
Article 23)
The directors and the members of the executive committee shall receive such remuneration as determined by the Shareholders' Meeting.
Directors invested with special office will also receive the remuneration established by the Board of Directors, after having consulted with the Board of Statutory Auditors.
Alternatively, the Shareholders' Meeting may determine a global amount for the remuneration of all Directors, including the executive ones, to be allocated to each single Director through a resolution to be taken by the Board of Directors after having consulted with the Board of Statutory Auditors.
RELATED-PARTY TRANSACTIONS
Article 24)
The Company approves any related-party transactions in accordance with the provisions of law or regulations in force from time to time, as well as pursuant to the provisions of these by-laws and the internal procedures and rules adopted by the Company in connection therewith.
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Article 25)
The internal procedures adopted by the Company on related-party transactions can provide for the possibility of the Board of Directors to approve related-party transactions of major relevance notwithstanding the advice of the independent directors to the contrary, provided that the implementation of such transactions is previously authorized by the Shareholders' Meeting pursuant to article 2364, paragraph 1, number 5), of the Italian Civil Code.
In the above circumstance the Shareholders' Meeting may give its authorization to the transaction resolving with the majorities set forth by law, unless, should the non-related shareholders in attendance to the meeting represent at least 10% of the share capital with voting right, the majority of the non-related shareholders voting at such meeting expresses its vote against the transaction.
Article 26)
Within the limits set forth by applicable provisions of law and regulations, the internal procedures adopted by the Company on related-party transactions can provide for an exemption to their application in relation to urgent transactions, even if such transactions should be submitted to the competence of the Shareholders' Meeting.
BOARD OF STATUTORY AUDITORS - LEGAL AUDITING OF THE COMPANY'S ACCOUNTS
Article 27)
The Board of Statutory Auditors shall consist of three standing members and two alternate members, who remain in office for three financial years and are eligible for re-election. Current laws shall apply to statutory auditors' requirements for eligibility, integrity, experience and independence, to their duties, the determination of their remuneration and their term in office; more specifically, with regard to the experience requirements under article 1 of Ministry of Justice Decree 162 dated 30 March 2000, activities that are considered strictly pertinent to those of the Company are those matters concerning commercial or tax law, economics or corporate finance and the sectors of activity listed in article 4 above and the sectors of fashion, luxury goods, manufacturing industry, finance, banking and insurance.
The Board of Statutory Auditors shall be appointed by the Shareholders' Meeting on the basis of lists presented by
shareholders, with the procedures described below, so as to: (a) allow the minority to appoint one standing member and one alternate member, and (b) ensure the balance between genders (masculine and feminine) represented within the Board of Statutory Auditors.
The number of candidates appearing in the lists may not exceed the number of members up for election. Each candidate shall be listed with a sequential number. Furthermore, if and until expressly provided by mandatory law and/or regulatory provisions, each list, except for those containing less than three candidates, shall be composed of a number of candidates belonging to the underrepresented gender (masculine or feminine) so that, should such list result as the Statutory Auditors Majority List (as defined below), from such list a number of statutory auditors belonging to the underrepresented gender are elected so to ensure compliance with the applicable pro tempore legislation and regulations in force regarding balance between genders.
No candidate may appear in more than one list, otherwise they will be disqualified.
A) Presentation of lists
Lists may be presented only by those shareholders who own, alone or together with others, at the time of presentation of the list, at least the percentage of share capital consisting of shares with voting rights at Ordinary Shareholders' Meetings, set forth by applicable law or regulations governing the appointment of the Board of Statutory Auditors. Details of this percentage and of the appointment procedures shall be provided in the notice convening the Shareholders' Meeting.
No individual/entity attending the meeting, none of the shareholders belonging to a shareholder syndicate as defined by article 122 of Decree 58/1998, nor the parent company, subsidiaries and companies under common control pursuant to article 93 of Decree 58/1998, may present or vote for more than one list, either directly or through a third party or trust company.
If the above rules are not observed by one or more individuals/entities entitled to attend and vote at the Shareholders' meeting, their vote for any of the lists presented is discounted.
The lists, containing the names of the candidates for the office of standing statutory auditor and alternate statutory auditor, prepared in compliance with the applicable pro tempore legislation and regulations in force regarding balance between genders, shall be signed by the shareholders presenting them and
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filed at the Company's registered offices at least 25 (twenty-five) days in advance of the date set for the single call or first call of the related Shareholders' Meeting or within the different deadline set forth by applicable law in force from time to time, without prejudice to any other form of publicity established by applicable legislation. The lists must be accompanied by:
(i) information on the identity of the shareholders who have presented the lists, specifying their overall percentage interest in share capital, and a certificate confirming them as the owners of such interest. The certificate attesting the ownership of at least the minimum shareholding required to present a list of candidates, determined having regard to the amount of shares registered in favour of the concerned shareholders on the same day when the lists are deposited with the Company, can be delivered to same Company also after the deposit of the lists, provided that such certificate is delivered at least 21 (twenty-one) days before the date of first call of the relevant Shareholders' Meeting or within the different deadline provided for by the applicable law in force from time to time;
(ii) a statement by the shareholders, other than those who individually or jointly own a controlling or majority interest, confirming the absence of relationships connecting them to the latter, as defined by article 144-quinquies of the regulations implementing Decree 58/1998;
(iii) comprehensive details on the personal characteristics and experience of the candidates;
(iv) a statement by the candidates themselves confirming that they are in possession of the requirements envisaged by law, that there are no reasons of ineligibility and incompatibility against them holding office and that they meet the requirements of integrity and experience established by law for members of the Board of Statutory Auditors;
(v) statements by the candidates in which they accept their candidacy and provide details of the number of their appointments as directors or statutory auditors in other companies, with the undertaking to update this list at the date of the Shareholders' Meeting.
(vi) any other information required by current statutory and regulatory provisions.
Lists for which the above provisions are not observed shall be treated as if they had not been presented.
The lists presented are made available to the public at the Company's office, on its website and through the other modalities
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provided for by applicable law and regulations, at least 21 (twenty-one) days before the date of single call or first call of the Shareholders' Meeting convened to resolve on the appointment of the Board of Statutory Auditors or within the different deadline provided for by applicable law and regulations in force from time to time.
B) Voting
Every shareholder entitled to vote may vote for only one list, including through a third party or trust company.
Two standing members and one alternate member shall be elected from the list that obtains the highest number of votes ("Statutory Auditors Majority List") in the sequential order in which they appear on this list.
The third standing member and the second alternate member shall be taken from the list obtaining the second highest number of votes and presented and voted by entitled individuals/entities who are not associated with the majority shareholders as defined by par. 2, article 148 of Decree 58/1998 ("Statutory Auditors Minority List"). The first and second candidates appearing on this list shall be elected in the sequential order in which they appear therein.
In the event of a tied vote, further ballots shall be taken involving the entire Shareholders' Meeting in order to obtain an unequivocal result.
The Shareholders' Meeting shall appoint the standing member elected on the Statutory Auditors Minority List as the Chairman of the Board of Statutory Auditors.
Without prejudice to the above, the provisions of law and regulations in force from time to time apply to the presentation, deposit and publication of the lists, including in the cases where only one list is presented, or the lists are presented by shareholders associated one with the others as per par. 2 of article 148 of Decree 58/1998.
In any event, even if only one list has been presented or admitted to voting, the candidates on this list shall be appointed as standing statutory auditors, in compliance, if and until expressly provided by mandatory law and/or regulatory provisions, with the required balance between genders (masculine or feminine, and alternate statutory auditors in accordance with the sequential number in which they appear in the respective sections of this list.
The Statutory Auditors Majority List or the only list (as the case may be) shall ensure compliance with the applicable pro tempore legislation and regulations in force regarding balance
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between genders. In particular, if the composition of the controlling body, determined on the basis of the sequence numbers assigned to the candidates of such list, does not include a sufficient number of candidates of the underrepresented gender (masculine or feminine) - taking also into account, in case of the Statutory Auditors Majority List, the gender (masculine or feminine) of the candidate elected by the Statutory Auditors Minority List -, candidates having the lowest sequence number, belonging to the mainly represented gender (masculine or feminine), will be automatically replaced by candidates of the underrepresented gender (masculine or feminine) with the highest sequence number, until the minimum quota required by the applicable pro tempore legislation and regulations in force regarding balance between genders has been reached.
If no list is presented or if it is not possible to appoint one or more statutory auditors using the list voting system, the Shareholders' Meeting shall decide with the majorities required by law and ensuring, in any case, the presence of the required number of members belonging to the underrepresented gender (masculine or feminine) between the standing members of the Board of Statutory Auditors, such as to comply with the applicable pro tempore legislation and regulations in force regarding balance between genders.
C) Replacement
In the event of having to replace a statutory auditor, the replacement shall be an alternate statutory auditor belonging to: (i) the same list and (ii) if and until it is necessary in order to ensure the proportion between genders (masculine and feminine) required by the applicable pro tempore legislation and regulations in force regarding balance between genders, the same gender as the ceased statutory auditor, in the order specified therein.
This is without prejudice to other replacement procedures established by current statutory or regulatory provisions.
The Shareholders' Meeting called under par. 1, article 2401 of the Italian Civil Code shall make the appointment or replacement in compliance with the principle of having the required minority representation and, if and until it is necessary, in order to ensure the balance between genders (masculine and feminine) within the Board of Statutory Auditors, in compliance with the applicable pro tempore legislation and regulations in force regarding balance between genders.
The powers, duties and term in office of the statutory auditors are those established by law.
The statutory auditors may, individually or jointly, request the Board of Directors to provide details and explanations about the information they have received and about general business trends or specific transactions, and may carry out inspections and controls at any time.
Members of the Board of Statutory Auditors may not hold similar appointments in more than five companies that are quoted on the stock exchange. The statutory auditors shall comply with the limits on the number of appointments as a director or statutory auditor established by article 148-bis of Decree 58/1998 and related regulations for its implementation.
No standing or alternate statutory auditor may be a director or employee of companies or entities that control the Company; this is without prejudice to the other limitations on the number of appointments that may be held under current statutory or regulatory provisions.
Meetings of the Board of Statutory Auditors may be held, where permitted by the applicable legislation, also or solely, by means of telecommunications, in accordance with the terms stated in article 17. If a physical meeting place is provided, the board of statutory auditors is considered to be held in the place indicated in the notice of the meeting, where the person taking the minutes must be located. It is understood that the Chairman and the person taking the minutes may be in different places.
Article 28)
The legal auditing of the Company's accounts is made by an auditing firm, whose appointment, duties, powers and responsibilities are governed by the provisions of specific laws.
FINANCIAL STATEMENTS AND PROFITS
Article 29)
The Company's financial year runs from 1 January to 31 December of each year. The financial statements are prepared by the Board of Directors as required by current legislation.
Article 30)
Five percent of net income resulting from the financial statements approved by the Shareholders' Meeting must be allocated to the legal reserve until this equals one-fifth of
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share capital. The remainder of net income may then be allocated in the manner decided by the Shareholders' Meeting.
The Board of Directors may resolve to distribute interim dividends, if the legal requirements and conditions exist.
Dividends not collected within a five-year period from their payment date shall become statute-barred and be reaccredited to the legal reserve.
WINDING-UP AND LIQUIDATION
Article 31)
In the event the Company is wound up, the Extraordinary Shareholders' Meeting shall determine how the liquidation will be conducted, appoint one or more liquidators, determine their powers and fix their remuneration.
APPOINTMENT OF AN HONORARY CHAIRMAN
Article 32)
Should the Board of Directors consider it necessary, and insofar as the Ordinary Shareholders' Meeting has not made provisions there for, the Board of Directors can nominate an Honorary Chairman, who will not be a member of the Board of Directors, and who will only attend meetings of the Board of Directors upon invitation by the Chairman of the Board. The Honorary Chairman does not have the right to vote in the meetings of the Board of Directors.
The Honorary Chairman shall carry out the duties assigned from time to time by the Board of Directors.
The Honorary Chairman shall serve the same term as the Board of Directors in office at the time. The Honorary Chairman can be re-elected.
The Board of Directors shall determine the remuneration of the Honorary Chairman.
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