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Safilo Group Share Issue/Capital Change 2021

Jul 30, 2021

4328_iss_2021-07-30_3a356389-85c6-41a2-93f7-0925d7b7d3c4.pdf

Share Issue/Capital Change

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THE EXTRAORDINARY SHAREHOLDERS' MEETING OF SAFILO GROUP S.P.A. APPROVES THE SHARE CAPITAL INCREASE UP TO A MAXIMUM OF EURO 135 MILLION

  • The Share Capital Increase is mainly aimed at the repayment of the unsecured and subordinated facility ("Shareholder Loan") of original Euro 90 million, plus the relative amount of interests accrued, granted to Safilo in two tranches in 2020 by Multibrands Italy BV, a subsidiary of HAL Holding NV and Safilo's main shareholder, to support the timely closing of the acquisitions of Blenders Eyewear and Privé Goods
  • The repayment of the Shareholder Loan will provide the Group with a more cost-efficient financial structure
  • The Share Capital Increase will be also aimed at strengthening the capital structure as well as supporting its investments and drivers of future growth, including new opportunities that may come available in the sector

Padua, July 30, 20121 – The Extraordinary Shareholders' Meeting of Safilo Group S.p.A. ("Safilo"), convened today, resolved to increase the share capital, for consideration and divisibly, up to a maximum amount of Euro 135 million, including any share premium, through the issue of new ordinary shares without any indication of par value, having regular enjoyment, to be offered in option to the Company's shareholders pursuant to Article 2441, subsections 1, 2 and 3 of the Italian Civil Code, in proportion to the number of shares held, 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.

The Extraordinary Shareholders' Meeting has also granted the Board of Directors with the broadest powers to define the timeframe for the execution of the Share Capital Increase resolution, in compliance with the deadline set by the Shareholders' Meeting, i.e. 30 April 2022, as well as to determine, in the run-up to launch of the offer:(i) the final amount of the Share Capital Increase, within the limits of the maximum amount of Euro 135 million; (ii) the issue price of the newly-issued shares and, therefore, the portion of issue price to be in case allocated to the share premium reserve; (iii) the maximum number of newly-issued shares and the ratio of assignment in option.

Subject to corporate and regulatory approvals, the Company intends to complete the transaction as soon as possible, during the second half of 2021.

This document 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"). Any public offering will be conducted in Italy pursuant to a prospectus, duly authorized by Consob in accordance with applicable regulations. Neither this document 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 unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Safilo Group S.p.A. does not intend to register any portion of any offering in the United States.

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 companyowned 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 Anna Cappozzo Mob. +39 366 9293953