Safilo Group — Share Issue/Capital Change 2021

Oct 28, 2021

Press release

THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.

CONCLUSION OF THE OPTION PERIOD OF SAFILO GROUP S.P.A.'S SHARE CAPITAL INCREASE: 99.44% OF THE NEW SHARES HAVE BEEN SUBSCRIBED, FOR AN AMOUNT EQUAL TO EURO 134.2 MILLION

THE UNEXERCISED OPTION RIGHTS WILL BE OFFERED ON EURONEXT MILAN STARTING FROM 2 NOVEMBER 2021

Padova, 28 October 2021 – Safilo Group S.p.A. ("Safilo" or the "Company") hereby announces the end of the period for the exercise of the option rights for the subscription of a maximum of No. 137,851,923 newly issued ordinary shares of the Company (the "New Shares"), arising from the capital increase resolved by the Extraordinary Shareholders' meeting held on 30 July 2021 (the "Share Capital Increase").

During the subscription period, which started on 11 October 2021 and ended today (the "Subscription Period"), No. 274,162,858 option rights were exercised for the subscription of No. 137,081,429 New Shares, representing approximately 99.44% of the total New Shares, for a total amount equal to Euro 134,202,719.02.

Therefore, at the end of the Subscription Period, No. 1,540,988 option rights remain unexercised (the "Unexercised Rights"), related to the subscription of No. 770,494 New Shares, representing approximately 0.56% of the total New Shares offered, for a total amount equal to approximately Euro 754,313.60.

The Unexercised Rights will be auctioned with ISIN code IT0005456634 on Euronext Milan, pursuant to Article 2441, paragraph 3, of the Italian Civil Code, through Equita SIM S.p.A., during the trading sessions of 2 and 3 November 2021 (the "Rights Auction"), subject to early closing of the auction, should the Unexercised Rights be sold in full earlier.

All Unexercised Rights will be offered during the trading session of 2 November 2021 and any residual Unexercised Rights not purchased in such trading session will be offered in the trading session of 3 November 2021.

The Unexercised Rights may be used to subscribe the New Shares, at a price equal to Euro 0.979 per each New Share, at the subscription ratio of No. 1 New Share for every No. 2 Unexercised Rights purchased.

The exercise of the Unexercised Rights purchased during the Rights Auction and, therefore, the subscription of the New Shares, shall be carried out, on penalty of expiration without compensation, exclusively through authorized intermediaries who hold accounts with the centralized management system of Monte Titoli S.p.A. (i) no later than 3 November 2021 (and effective as of the same date) if the Rights Auction closes earlier because the Unexercised Rights have been sold in full on 2 November 2021 or (ii) no later than 4 November 2021 (and effective as of the same date) if the Unexercised Rights have not been sold in full on 2 November 2021 and the Rights Auction closes on 3 November 2021.

The New Shares subscribed for by the end of the Rights Auction will be deposited to the accounts held by the authorized intermediaries participating in the centralized management system of Monte Titoli S.p.A. at the end of the settlement procedure of the last day for the exercise of the Unexercised Rights (also in case of early closing), and will be made available on the same day.

Moreover, the Company communicates that, to its knowledge: (i) Safilo's reference shareholder, Multibrands Italy B.V. ("Multibrands"), a subsidiary of HAL Holding N.V., in compliance with the undertaking set forth in the subscription agreement entered into on 29 June 2021 (the "Subscription Agreement"), subscribed in full its portion of the Share Capital Increase (equal to approximately 49.84%), for a total amount equal to approximately Euro 67.3 million; and (ii) the other subscription undertakings taken by BDL Capital Management, on behalf of certain funds managed by it (for an amount equal to approximately Euro 20.2 million), as well as by Mr. Angelo Trocchia, Mrs Katia Buja and Mr. Gerd Graehsler, respectively Safilo's Chief Executive Officer, Non-Executive Director and Group Chief Financial Officer (for a total amount equal to approximately Euro 130 thousand) have been complied with.

Press release

THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.

Finally, pursuant to the Subscription Agreement, Multibrands has undertaken to subscribe all the Safilo shares that may be unsubscribed at the end of the Rights Auction.

Taking into account the results of the Share Capital Increase at the end of the Subscription Period and the purpose of the Share Capital Increase, the Company also informs that the subsidiary Safilo S.p.A. intends to promptly proceed with the early repayment of the loan granted by Multibrands.

The Prospectus relating to the pre-emptive capital increase and the admission to trading of the New Shares on Euronext Milan is available to the public at the Company's registered office, as well as on the Company's website www.safilogroup.com, Investors section/Extraordinary operations/2021 capital increase. The publication has been disseminated to the public in the manner and terms prescribed by law.

Finally, pursuant to article 89 of regulation approved by the Italian National Commission for the Companies and the Market (Commissione Nazionale per le Società e la Borsa) with resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented, on 30 October 2021 the Company will publish in the daily newspaper "La Repubblica" a notice analogous to this press release containing an indication of the number of Unexercised Rights that will be offered on Euronext Milan and of the dates of the trading sessions in which the Rights Auction will occur.

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Important Regulatory Notice

This announcement and the information contained herein does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase or subscribe for securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the "Other Countries").

Neither this press release nor any part of it nor the fact of its distribution may form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to the corresponding regulations in force in the Other Countries. The securities may not be offered or sold in the United States absent registration under the Securities Act, or an available exemption from the registration requirements of the Securities Act. Safilo Group S.p.A. (the "Company") does not intend to register any portion of the Offer in the United States.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA") will be made on the basis of a prospectus approved by the competent authority and published in accordance with the Prospectus Regulation and/or pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. Any public offering will be conducted in Italy pursuant to the Prospectus, duly approved by Consob in accordance with applicable regulations and published on 6 October 2021 on the Company's website.

This document is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in the prospectus.

The term "Prospectus Regulation" means Regulation (EU) 2017/1129 (that Regulation and any amendments thereto, together with any delegated and implementing acts).

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Solely for the purposes of the product governance requirements provided for within: (a) Directive 2014/65/EU on Markets in Financial Instruments, as subsequently amended ("MiFID II"); (b) Articles 9 and 10 of Delegated Directive 593/2017/EU supplementing MiFID II; and (c) national implementing acts (together the "MiFID II Product Governance Requirements"), and disclaiming any liability that may arise in contract, tort or otherwise towards any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) in relation

Press release

THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.

to those requirements, the Rights and the New Shares have been subject to a product approval process, which has identified the Rights and the New Shares as: (i) compatible with an ultimate target market of retail investors and investors who meet the requirements of "professional clients" and "eligible counterparties" as respectively defined under MiFID II; and (ii) reserved for distribution through all channels as permitted under MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Rights and the New Shares (as defined in the offering-related documentation) may decline and investors may lose all or part of their investment; the Rights and the New Shares do not guarantee any return or any protection of the capital invested; and an investment in the Rights and the New Shares is only eligible for investors who do not require a guarantee of return or protection of their invested capital and who (whether alone or with the support of a financial or other adviser) are capable of evaluating the merits and risks involved in such investment and who have sufficient resources to bear any losses that may arise therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory limitations provided for in connection with the Offer. In particular, the Target Market Assessment does not constitute: (a) an assessment of the adequacy or suitability for MiFID II purposes; or (b) a recommendation to any investor or group of investors to invest or purchase, or undertake any transaction in respect of, the Rights and the New Shares. Each distributor is responsible for making its own relevant market assessment in relation to the Rights and the New Shares and determining the appropriate distribution channels

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About Safilo Group

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

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

The parent company, Safilo Group S.p.A., is listed on the Italian Stock Exchange ("MTA") organized and managed by Borsa Italiana (ISIN code IT0004604762, Bloomberg SFL.IM, Reuters SFLG.MI). In 2020, Safilo Group recorded net revenues for Euro 780.3 million.

Contacts:

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

Safilo Group Press Office Elena Todisco Mob. +39 339 1919562