Zignago Vetro — AGM Information 2021

Mar 26, 2021

DIRECTORS' REPORT

in accordance with Article 125-ter of Legislative Decree 58/1998 and Articles 84-ter and 73 of the regulation adopted with Consob motion No. 11971 of 1999

The Ordinary and Extraordinary Shareholders' Meeting of Zignago Vetro S.p.A. is to be held at the Company's registered office in Fossalta di Portogruaro (VE), Via Ita Marzotto No. 8, on 27 April 2021, at the time of 11 AM in first call and, if necessary, on 28 April 2021 in second call, at the same location and time.

Issuer: ZIGNAGO VETRO S.P.A.

Website: www.zignagovetro.com

ZIGNAGO VETRO S.p.A. Registered office Fossalta di Portogruaro (VE) Via Ita Marzotto, 8 Share capital 8,800,000.00 fully subscribed and paid-in Tax and Venice Companies Registration Office No.: 00717800247

ORDINARY SESSION

• 1) ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020, DIRECTORS' REPORT, BOARD OF STATUTORY AUDITORS' REPORT AND INDEPENDENT AUDITORS' REPORT.
• 1.1) REVIEW AND APPROVAL OF ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020, DIRECTORS' REPORT, BOARD OF STATUTORY AUDITORS' REPORT AND INDEPENDENT AUDITORS' REPORT. 1.2) ALLOCATION OF PROFIT FOR THE YEAR.

Dear Shareholders,

The financial statements for the year ended 31 December 2020, which we present for your approval, report revenues in 2020 of Euro 238,634,803, up 3.7% on Euro 230,090,693 in 2019.

The profit of Euro 41,177,251.74, permits us to propose the distribution of a dividend of Euro 0.36 for each of the ordinary shares at 12 March 2021 (excluding treasury shares held by Zignago Vetro S.p.A. at 12 March 2021), for a total amount of Euro 31,568,769.00, corresponding to 69.2% of the consolidated profit, with dividend coupon No. 15 of 10 May 2021 (ex date), record date of 11 May 2021 and pay-out on 12 May 2021. The proposal is therefore in line with the policy to allocate 70% of consolidated profit as dividend in the absence of significant extraordinary operations.

We also present the Consolidated Financial Statements for the year ended 31 December 2020 which, although not requiring approval by the Shareholders' Meeting, comprise additional information to the Financial Statements of Zignago Vetro S.p.A..

The year 2020 was marked by the dramatic impact the COVID-19 pandemic caused in global markets and even more so on people's lifestyles. In the last quarter of the year, however, the recovery of the markets continued, which had begun in the previous quarter.

Although amid a challenging and fragile general economic environment, the Group companies' markets have gradually normalised and the initial severe impacts have abated. This has facilitated the beginning of a sales recovery - in certain cases with significant increases on the previous year evident. In other cases, however particularly for the cosmetics and perfumery sector - the downturn in sales has eased, ahead of a return to more normal levels. Demand across all segments of the beverages and food sector has progressed well.

Consequently, the fourth quarter reports the best margin for the entire year.

Despite the general economic difficulties, glass has proven to be an ever-more appreciated material among producers and consumers for its features of healthiness, sturdiness, conservability and recyclability.

All Group companies continued to operate as normal, returning good results, while maintaining all appropriate prevention and protection measures against the ongoing emergency. Furthermore, in the fourth quarter there were no significant impacts from the COVID-19 outbreak.

All Group companies are operating at full capacity, except for the French facility, which however has begun to recover pre-COVID operating levels. This facility is the only plant for which recourse was made, although to a limited extent, to the available social security schemes.

In 2020, the Group's revenues amounted to Euro 406.6 million (-3.3%), slightly affected by the COVID- 19 effect. Margins also decreased: Zignago Vetro Group EBITDA totalled Euro 106.6 million (-26.2% margin on revenues, -9.7% on 2019). Net profit was Euro 45.6 million (11.2% margin, -14% on 2019).

The financial and equity structure is largely balanced, with net financial debt at Euro 257.2 million, higher than in 2019 (Euro 251.4 million) as a result of significant investments made to strengthen the Group's future growth (Euro 49.1 million). Operating cash flow generated Euro 101.1 million, equal to 24.9% of revenue.

In consideration of the results presented above (and for further information see the report contained in the Financial Statements for the year ended 31 December 2020 which you are called to approve, and the Directors' Report in the Consolidated Financial Statements at 31 December 2020), we present for your approval the following

motion

Proposed motion on point 1.1

"The Shareholders' Meeting of Zignago Vetro S.p.A., noting the Directors' Report, the Board of Statutory Auditors' Report and the Independent Auditors' Report, and having reviewed the Financial Statements for the year ended 31 December 2020,

resolves

to approve the Financial Statements for the year ended 31 December 2020 which report a Net Profit of Euro 41,177,251.72, as presented by the Board of Directors and the related Directors' Report,

Proposed motion on point 1.2

"The Shareholders' Meeting of Zignago Vetro S.p.A.,

• having approved the Draft Financial Statements at 31 December 2020 and the Directors' Report,
• having noted the contents of the Board of Statutory Auditors Report and the Independent Auditors' Report,

having approved the Financial Statements at 31 December 2020;

resolves

• to allocate the Net Profit of Euro 41,177,251.74 as follows:
• Euro 31,568,769.00 as dividend, as Euro 0.364 for each of the 87,691,025 ordinary shares (excluding the treasury shares held by Zignago Vetro S.p.A. at March 12, 2021);
• Euro 9,608,482.74 to "Retained earnings";
• the payment of a dividend of Euro 0.36, before any withholding taxes, for each of the 87,691,025 ordinary shares (excluding the treasury shares held by Zignago Vetro S.p.A. at 27 April 2021), with coupon No. 15 of 10 May 2021 (ex date), record date of 11 May 2021 and pay-out of 12 May 2021. The payment will be made through the authorised intermediaries through which the shares are registered on the Monte Titoli System;
• to authorise the Chairman of the Board of Directors, where the number of treasury shares is modified before the dividend coupon date:
• to allocate the amount of the dividend relating to any treasury shares acquired to the Extraordinary Reserve;
• to reduce the Extraordinary Reserve for the amount of dividends on any treasury shares sold.

2) REMUNERATION REPORT AT 31 DECEMBER 2020, AS PER ARTICLE 123-TER OF LEGISLATIVE DECREE 58/1998 AND ARTICLE 84-QUATER OF CONSOB REGULATION 11971/1999. 2.1) MOTIONS ON THE FIRST SECTION

2.2) MOTIONS ON THE SECOND SECTION

Dear Shareholders,

We submit for your approval the Remuneration Report in accordance with Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation, which will be published in accordance with law. The remuneration report is broken down into two sections, which illustrate, respectively: (i) the Company's policy on remuneration of members of the Board of Directors, of General Managers and of Senior Executives for at least the following year, and, without prejudice to Article 2402 of the Civil Code, members of the control boards, as well as the procedures utilised for the adoption and implementation of this policy; and (ii) individually for the members of the Management and Control Boards and General Managers, and on an aggregated basis for Senior Executives of the Company, each of the items which comprise remuneration, including post-employment benefits, highlighting compliance with the company's remuneration policy for the year of reference, as well as remuneration of any type paid for any reason to these persons in the year, and how last year's vote on the second section of the report has been taken into account.

Given the above, and while reference should be made to the remuneration report for further details, we submit for your approval, in line with the provisions of Article 123-ter, paragraphs 3-bis, 3-ter and 6 of the CFA, the following

proposed motion

Proposed motion on point 2.1

"The Shareholders' Meeting of Zignago Vetro S.p.A.,

• noting the Remuneration Report prepared by the Board of Directors and in accordance with Article 123-ter of the Consolidated Finance Act and Article 84-quater of the Issuers' Regulation,
• having reviewed particularly the "first section" on (i) the Company's policy in relation to remuneration of members of the Board of Directors, of General Managers and of Senior Executives and, without prejudice to Article 2402 of the Civil Code, the members of the control body, and (ii) the procedures utilised for the adoption and implementation of this policy,
• considering the Self-Governance Code of listed companies, with which the Company complies,

resolves

to approve the first section of the remuneration report prepared in accordance with Articles 123-ter of Legislative Decree 58/1998 (as subsequently amended and supplemented) and Article 84-quater of the Issuers' Regulation.

Proposed motion on point 2.2

"The Shareholders' Meeting of Zignago Vetro S.p.A.,

• having reviewed the second section of the Remuneration Policy and Report as provided for in Article 123-ter, paragraph 4, of the CFA, prepared by the Board of Directors on the proposal of the Appointments and Remuneration Committee, containing an illustration, by individual for the members of the administration and control boards and the general managers and in aggregate form for the senior executives, of each of the items that make up the compensation and remuneration paid during the financial year and made available to the public in the manner and within the time limits prescribed by the regulations in force,

resolves

to approve the second section of the remuneration report prepared in accordance with Articles 123 ter of Legislative Decree 58/1998 (as subsequently amended and supplemented) and 84-quater of the Issuers' Regulation; and

3) AUTHORISATION FOR THE PURCHASE AND UTILISATION OF TREASURY SHARES, WITH PRIOR REVOCATION, WHERE NOT UTILISED, OF THE PREVIOUS SHAREHOLDERS' RESOLUTION OF 28 APRIL 2020.

(Report prepared pursuant to Article 73 and Annex 3A of Consob Resolution No. 11971 of May 14, 1999 and subsequent modifications and integrations)

Dear Shareholders,

the Shareholders' Meeting of 28 April 2020 authorised the Company to purchase treasury shares for a period of 18 months from the date of the motion, as well as to hold such shares without time limit.

At 12 March 2021, the company held 308,975 treasury shares in portfolio (0.35% of the share capital), whose purchase price is Euro 1.09 million.

With the validity of the above authorisation expiring on 28 October 2021, in order to avoid calling a specific shareholders' meeting on the expiry of the authorisation and given that this proposal is in line with the practices undertaken by the majority of listed companies, we consider it appropriate to propose a new authorisation for the purchase and utilisation of treasury shares pursuant to Articles 2357 and thereafter of the civil code, and the revocation of the previous authorisation approved by the Shareholders' Meeting.

The reasons and procedures for the purchase and utilisation of treasury shares for which the authorisation is requested are outlined below.

(A) Reasons for the authorisation to purchase and utilise treasury shares

In line with the aims purposes of Article 5, paragraph 2 of Regulation (EU) No. 596/2014 of the European Parliament and Council of April 16, 2014, authorisation is also requested for the possible utilisation of treasury shares for potential compensation plans based on the allocation of financial instruments (stock option plans) for Executive Directors, employees, including Executives, and advisors of the Company and of subsidiary companies, or for the issue of convertible bonds into shares of the Company.

Authorisation is also requested to effect a stabilisation of share price movements against market anomalies, improving share liquidity, in full compliance with applicable legislation and with Article 5, paragraph 4 of Regulation (EU) No. 596/2014 of the European Parliament and Council of 16 April 2014.

The purchase of treasury shares may also represent an efficient use of company liquidity, and the shares may be used as payment in acquisitions and public share exchange offers.

It is also proposed to the Shareholders' Meeting to simultaneously authorise the Board of Directors to utilise shares which may be acquired, in addition to the shares already held in portfolio considering that this provides an important instrument of management and strategic flexibility.

(B) Maximum number and nominal value of the shares relating to the authorisation

At the date of the present Report, the share capital of the Company is Euro 8,800,000, represented by 88,000,000 subscribed and fully-paid ordinary shares, with a nominal value of Euro 0.10 each.

At the same date, the Company holds 308,975 treasury shares, equal to 0.35% of the share capital. The subsidiary companies do not hold shares in the Company.

The purchases for which authorisation is requested, pursuant to Article 2357, third paragraph, of the Civil Code, may not have a total nominal value, including any shares held at the current date by the Company and its subsidiaries, exceeding 20% of the entire share capital. The subsidiaries of Zignago Vetro will be informed promptly of any purchases of Zignago Vetro shares in order to ensure compliance with the limits and conditions as per Article 2359 bis of the Civil Code.

The amount paid or received for the sales/purchase operations of the treasury shares will be recorded directly in Net Equity on the basis of International Accounting Standard "IAS 32" and, in any case, they will be recorded in accordance with applicable legislation.

(C) Duration of authorisation

The proposal provides that the shares may be acquired within a period of 18 months from the date of the Shareholders' Meeting motion, while the authorisation to utilise such shares is without time limit.

(D) Procedures for the purchase and sale of shares

The purchase price of shares may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation.

The sales price of shares may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation. These price limits will not be applied where the sale of shares is to employees, including Executives, Executive Directors and consultants of Zignago Vetro and its subsidiaries as part of stock option incentive plans.

(E) Method for the purchase and sale of shares

• the purchase of shares will be made in compliance with the current regulations for listed companies and thus in accordance with Article 5, Regulation EC 596/2014, Article 3 of the Delegated Regulation (EC) 2016/1052, Article 132 of Legs. Decree No. 58/98 and successive amendments and supplements, and Article 144-bis of the Issuers' Regulation, as well applicable regulation;

The shares may be sold, even before the completion of purchases, in one or more tranches, in regulated and/or non-regulated markets, or over the counter, or through an offer to the public and/or to shareholders, institutional placement, a placement of warrants, or for consideration in acquisitions and share exchange offers.

From the date of the shareholders' meeting motion, the previous authorisation by the Shareholders' Meeting of 28 April 2020 for the purchase and utilisation of treasury shares shall be considered revoked for the part not utilised.

Considering that stated above, we present for your approval the following

proposed motion

"The Shareholders' Meeting of Zignago Vetro S.p.A., noting the proposal of the Board of Directors and in accordance with Articles 2357 and 2357-ter of the Civil Code,

resolves

• 1) the revocation from the date of the current shareholders' meeting motion, for the part not subscribed to, of the authorisation for the purchase and utilisation of treasury shares passed at the Shareholders' AGM of 28 April 2020;
• 2) to authorise the Board of Directors, as per Article 2357 of the Civil Code, to purchase treasury shares of the Company for the amount, price and terms and conditions as illustrated below:
• the purchase may be made on one or more occasions, within 18 months from the date of the Shareholders' Meeting resolution and within the limits of the available reserves and distributable profits from the last approved financial statements and will be accounted in accordance with the provisions of law and applicable accounting principles;
• the purchase price of each share may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation;
• the maximum number of shares purchased, including any shares held by subsidiary companies, may not exceed one-fifth of the nominal share capital;
• the purchase of shares will be made in compliance with the current regulations for listed companies and thus in accordance with Article 5, Regulation EC 596/2014, Article 3 of the Delegated Regulation (EC) 2016/1052, Article 132 of Legs. Decree No. 58/98 and successive amendments and supplements ("C.F.A.") and Article 144-bis of the Issuers' Regulation, in addition to the relative regulation;

• 3) to authorise the placement by the Board of Directors, pursuant to Article 2357-ter, first paragraph, of the Civil Code, of all or part of the treasury shares acquired, without time limit, even before the completion of purchases; the shares may be sold on one or more occasions, including through a public offer and/or to the shareholders, in regulated and/or non-regulated markets, or over the counter, including through a public offer and/or to the shareholders, as an institutional placement, a placement of warrants, or as consideration for acquisitions or public exchange offers, at a price which may not be above or below 20% of the share price recorded on the Stock Exchange in the trading day prior to each operation. These price limits will not be applied where the sale of shares is to employees, including Executives, Executive Directors and consultants of Zignago Vetro and its subsidiaries as part of stock option incentive plans.

• 4) to authorise the Board of Directors, in accordance with Article 2357-ter, paragraph 3 of the Civil Code, to carry out every accounting record considered necessary or appropriate, in relation to the treasury shares operations, in accordance with the law and applicable accounting principles;

• 5) to confer to the Board of Directors, and on its behalf to the Chairman and the Chief Executive Officer, individually, all the powers necessary to undertake the purchases and sales and in any case to implement the above resolutions, including through legal attorneys where necessarily nominated, complying with any requests by the relevant authorities."

EXTRAORDINARY SESSION

1) PROPOSAL TO DELEGATE TO THE BOARD OF DIRECTORS THE POWER TO INCREASE THE SHARE CAPITAL AGAINST PAYMENT IN ONE OR MORE TRANCHES, PURSUANT TO ARTICLE 2443 OF THE CIVIL CODE, WITH THE EXCLUSION OF PRE-EMPTION RIGHTS PURSUANT TO ARTICLE 2441, PARAGRAPHS 5, 6 AND 8 OF THE CIVIL CODE, TO BE RESERVED FOR SUBSCRIPTION BY THE BENEFICIARIES OF THE 2019-2021 STOCK OPTION PLAN

Dear Shareholders,

you have been called to discuss and deliberate on the proposal to delegate to the Board of Directors the power to increase the share capital of Zignago Vetro S.p.A. ("Zignago Vetro" or the "Company") by payment and in divisible form, in one or more tranches, in the terms described below and the consequent amendment of Article 5.1 of the By-Laws. This report (the "Report") - that was prepared by the Board of Directors pursuant to Article 125-ter of Legislative Decree No. 58/1998 ("CFA") and Articles 84-ter and 72, paragraph 1-bis of the Regulation adopted by Consob Resolution No. 11971 of 14 May 1999, as subsequently amended (the "Issuers' Regulation"), in compliance with Annex 3A of the Issuers' Regulation - aims at illustrating and explaining the proposal in question, as contained in point 1 of the Agenda of the Extraordinary Shareholders' Meeting.

A. Notice of Extraordinary General Meeting

The Board of Directors has resolved to call the Shareholders' Meeting of Zignago Vetro at the registered office in Fossalta di Portogruaro (VE), via Ita Marzotto No. 8, in first call for 27 April 2021, at 11.00AM and, if necessary, in second call for 28 April 2021, at the same time and place, to discuss and resolve, among other matters, on the following point on the Agenda: "Proposal to delegate to the Board of Directors the power to increase the share capital for payment in one or more tranches, within 5 years of the date of the resolution, pursuant to Article 2443 of the Civil Code , with the exclusion of pre-emption rights pursuant to Article 2441, paragraphs 5, 6 and 8 of the Civil Code, for a maximum nominal amount of Euro 132,000, by means of the issue of a maximum of 1,320,000 ordinary shares with the same characteristics as the ordinary shares in circulation at the time of issue and regular dividend rights. Consequent amendment of Article 5.1 of the By-laws. Resolutions thereon".

B. Reasons for and allocation of the share capital increase

The proposed share capital increase to be delegated to the Board of Directors of the Company pursuant to Article 2443 of the Civil Code, for payment and in divisible form, in one or more tranches, within 5 years from the date of the resolution, with the exclusion of option rights pursuant to Article 2441, paragraphs 5, 6 and 8 of the Civil Code, for a maximum nominal amount of Euro 132,000, through the issue of a maximum of 1,320,000 ordinary shares, having the same characteristics as the ordinary shares in circulation at the time of issue and regular dividend rights (the "Delegated Increase"), is aimed at creating the supply of ordinary shares to service the 2019-2021 Stock Option Plan approved by the Ordinary Shareholders' Meeting of the Company on April 29, 2019 (the "Plan").

As previously indicated, in accordance with the provisions of the Plan, Options (the "Options") valid for the subscription of a maximum of 1,320,000 ordinary shares of Zignago Vetro at a ratio of 1 ordinary share for every 1 Option granted within the terms and according to the procedures established by the Plan were assigned free of charge to the Chairman of the Board of Directors of Zignago Vetro, to the Chief Executive Officer and to some Senior Executives in the Group identified by the Board of Directors, with the clarification that under the Plan the beneficiaries will be able to exercise the Options only if the objective as defined in the Document (as defined below) is reached, i.e. in the event that in the period between 1 October 2021 and 31 December 2021 the arithmetic average of the official closing prices of the ordinary shares of Zignago Vetro is equal to or greater than Euro 9.70 (the "Objective"). For further details on the Plan, reference should be made to the information document on the Plan drafted pursuant to Article 84-bis of the Issuers' Regulation (the "Document") made available to the public within the terms set out by law and available on the Company's website.

C. Rationale for the exclusion of the option right

The exclusion of the option right is justified on the basis of the purpose of the Delegated Increase intended to serve the Plan. In fact, the request to delegate to the Board of Directors of the Company the power to increase the share capital, with the exclusion of pre-emption rights pursuant to Article 2441, paragraphs 5, 6 and 8 of the Civil Code is justified by the Company's interest in making use of share incentive plans which, according to the best market practices adopted by listed companies at national and international level, are an effective incentive and loyalty tool for individuals holding key positions, in order to boost their motivation and increase their loyalty to the Company and the Group and represent a recognition of the efforts made by key people for the growth of the Company and the Group in recent years, aligning their interests with those of the Company and the Group, as well as being a tool in line with the recommendations of the Corporate Governance Code.

D. Characteristics of the capital increase delegated to the Board of Directors pursuant to Article 2443 reserved for the beneficiaries of the Plan

As already indicated in paragraph B above, in accordance with the provisions of the Plan, Options valid for the subscription of a maximum of 1,320,000 ordinary shares of Zignago Vetro at a ratio of 1 ordinary share for every 1 Option granted within the terms and according to the procedures established by the Plan were assigned free of charge to the Chairman of the Board of Directors of Zignago Vetro, to the Chief Executive Officer and to some Senior Executives in the Group identified by the Board of Directors.

To service the Plan, it is therefore proposed to delegate to the Board of Directors the power to increase the share capital, against payment and in divisible form, in one or more tranches, within 5 years from the date of the resolution, with the exclusion of pre-emption rights pursuant to Article 2441, paragraphs 5, 6 and 8 of the Civil Code, for a maximum nominal amount of Euro 132,000, through the issue of a maximum of 1,320,000 ordinary shares, with the same characteristics as the ordinary shares in circulation at the time of issue and regular dividend entitlement, to be reserved for subscription to the beneficiaries of the Plan, at a subscription price that will be equal to Euro 7.275 per share.

The precise number of shares of the Company's common stock to be issued under the Delegated Increase will be decided, in accordance with the foregoing, by the Board of Directors as part of the exercise of the power and depending on the exercise of the Options.

E. Guarantee and/or placement consortia

There are no plans to set up guarantee and/or placement consortia.

F. Determination of the issue price of the shares to service the exercise of the Options and the allocation ratio

On the basis of the power to be granted by the Extraordinary Shareholders' Meeting, the Board of Directors shall have the power to establish the terms, methods and conditions of the delegated capital increase within the limits established by the Extraordinary Shareholders' Meeting, it being understood that the issue price of the newly issued ordinary shares of Zignago Vetro covered by the delegated capital increase shall be Euro 7.275 per share.

G. Expected period for execution of the delegated capital increase

Without prejudice to the term of 5 years from the resolution of the Extraordinary Shareholders' Meeting for the exercise of the power to increase the share capital of Zignago Vetro, the latter may be exercised by the Board of Directors only to service the Plan on the basis of the subscription requests made by the beneficiaries of the Plan following the exercise of the Options which must, according to the terms of the Plan, be exercised by the final deadline of 31 December 2024.

H. Dividend date and characteristics of the newly issued ordinary shares

The dividend entitlement of the newly issued ordinary shares of Zignago Vetro deriving from the Delegated Increase will be determined by the Board of Directors in the context of the exercise of the powers pursuant to Article 2443 of the Civil Code and will be equal to the ordinary shares already in circulation at the time of the issue.

I. Independent Auditors' Report

The Board of Directors, when exercising the power to increase the share capital, will communicate to the Board of Statutory Auditors and to the auditing firm within the terms set out in Article 2441, paragraph 6, of the Civil Code, the subscription price of the newly issued ordinary shares to service the Plan in order to issue the certification on the fairness of the issue price.

J. Effects of the delegated capital increase

Assuming the full exercise (i) of the power to increase the Company's share capital by the Board of Directors and (ii) of the Options, the share capital of Zignago Vetro would increase by Euro 132,000.

K. Dilution effects for shareholders

The increase in the share capital to service the Plan, in the event that the Plan is fully subscribed following the exercise of all the Options and assuming that no further capital increases are carried out, would result in a dilution of 1.5% of the current share capital for the Company's shareholders.

L. Information on the Company's financial results

As of the date of this Report, the Company has published its financial statements for the year ended 31 December 2020, to which reference should be made for a complete description of its operating performance.

M. Amendment of Article 5.1 of the By-laws

The approval by the Extraordinary Shareholders' Meeting of the Delegated Increase will entail the need to amend Article 5.1 of the By-Laws. The Board of Directors has prepared the summary table below, in which the text of Article 5.1 of the By-Laws currently in force is reproduced and, opposite it, the new text of Article 5.1 of the By-Laws with evidence of the amendments that will result from the approval of the resolution by the Extraordinary Shareholders' Meeting.

Proposed text
Article 5 Share capital
The share capital amounts to Euro 8,932,000, consisting of 89,320,000 shares at a nominal value of Euro 0.10 each.
The Extraordinary Shareholders' Meeting held on 27 April 2021 resolved to grant to the Board of Directors, for a period of five years from the date of the resolution, the power to increase, against payment and in divisible form, in one or more tranches, the share capital pursuant to Article 2443 of the Civil Code, with the exclusion of option rights pursuant to Article 2441, paragraphs 5, 6 and 8, of the Civil Code, for a maximum nominal amount of Euro 132,000, by issuing a maximum of 1,320,000 ordinary shares with regular dividend rights at the date of each issue and the same characteristics as those in circulation on the issue
date, to be reserved for subscription to the beneficiaries of the 2019-2021 Stock Option Plan of Zignago Vetro S.p.A. approved by the Ordinary

For completeness, it should be noted that the proposed amendment to the By-Laws does not fall within any of the cases of withdrawal under the terms of the By-Laws and the applicable legal and regulatory provisions.

*** *** ***

For the reasons illustrated above, the Board of Directors submits the following motion for your approval:

"The Extraordinary Shareholders' Meeting of Zignago Vetro S.p.A., having reviewed the illustrative Report of the Board of Directors and noted the proposal to amend Article 5.1 of the By-Laws

resolves

• 1. to grant the Board of Directors the power to increase the share capital against payment and in divisible form, in one or more tranches, within 5 years from the date of the resolution, for a maximum nominal amount of Euro 132,000, by issuing a maximum of 1,320,000 newly issued ordinary shares, with regular dividend rights and the same characteristics as the shares in circulation at the time of subscription, at a subscription price of Euro 7.275 per share, excluding option rights pursuant to Article 2441, paragraphs 5,6 and 8 of the Civil Code;
• 2. to grant the Board of Directors the widest powers to establish the methods, terms and conditions of the delegated capital increase in compliance with the above-mentioned limits;
• 3. to amend accordingly Article 5 of the By-Laws as follows, and to approve, accordingly, the new text of said By-Laws, which is attached hereto;
• 4. to grant the Board of Directors, as well as the Chairman and the Chief Executive Officer, individually and with joint and several powers, the necessary powers (i) to take all necessary steps to implement the approved capital increase once the power is exercised by the Board of Directors; (ii) to carry out the consequent legislative and regulatory fulfilments, including, among others, the powers (a) to make the necessary amendments to the By-Laws, following the delegated capital increase, as resolved in the previous points; (b) to carry out at the Companies' Register all the fulfilments consequent to the resolutions as above adopted and to make those amendments, additions and deletions to the resolutions themselves (that do not substantially change the content of the resolution) that may be required at the time of their registration at the Companies' Register; and (c) to carry out any necessary and/or appropriate activity in order to comply with the regulatory provisions in force connected with the transaction, including all the acts, activities and fulfilments at Borsa Italiana S.p.A..

* * *

Fossalta di Portogruaro, 12 March 2021

The Chairman of the Board of Directors

Mr. Paolo Giacobbo