Amplifon S.p.A. (EXM; Bloomberg/Reuters ticker: AMP:IM/AMPF.MI), global leader in hearing solutions and services, announces that, in relation to the approval of the enhancement of the increased voting rights mechanism by the Extraordinary Shareholders Meeting held on April 30th, 2024, the period for exercising the withdrawal right ended on May 24th, 2024 and the withdrawal right was validly exercised in relation to no. 1,161 Amplifon shares, equal to approximately 0.0005% of the share capital. Based on the withdrawal price of Euro 29.555 per each share, determined in accordance with Article 2437-ter, paragraph 3 of the Italian Civil Code, the aggregate withdrawal liquidation amount is equal to Euro 34,313.36.

Conditions subsequent

As known, the effectiveness of the resolution on the enhancement of the increased voting rights mechanism would have ceased upon the fulfilment of even one of the following conditions subsequent:

(i)         the amount in cash to be paid by Amplifon to withdrawing shareholders had exceeded, in total, the amount of Euro 100 million; and/or

(ii)        the difference between (x) the price of Amplifon’s shares for the purpose of the withdrawal settlement (equal to Euro 29.555 per Amplifon share) and (y) the closing price of Amplifon’s shares on the last day of the offer period to the shareholders of the shares of the withdrawing shareholders, multiplied by the number of non-pre-empted Amplifon shares subject to withdrawal had exceeded, in total, the amount of Euro 5 million.

Since the conditions subsequent have not been fulfilled, the resolution will continue to be effective and the enhancement of the increased voting rights mechanism approved by the Shareholder Meeting can now be considered fully implemented.

Offer in option

In accordance with the mandatory liquidation procedure provided by applicable Italian law, the withdrawn shares shall first be offered to those Amplifon shareholders who did not exercise their withdrawal right: (i) on a pro rata option right basis (diritto di opzione); (ii) at the same withdrawal price; and (iii) for a period of at least thirty days. The offer period will start on June 10^th, 2024 and will expire on July 9^th, 2024, both inclusive.

Pre-emptive right

Amplifon shareholders exercising their option right within the offer will also be entitled to exercise their pre-emptive right (diritto di prelazione) to purchase the withdrawn shares that might remain unsold after the offer. Shareholders intending to exercise such pre-emptive right must so request simultaneously when exercising their option rights. Should the number of withdrawn shares requested in pre-emption be greater than the number of unsold withdrawn shares, an allotment will be made among all requesting shareholders pro rata to the option rights exercised.

Additional terms and conditions of the offer will be set forth in a specific notice, which will be filed with the Companies’ Register of Milan, published on a national newspaper and made available on Amplifon’s corporate website (https://corporate.amplifon.com – Investors Section).

In accordance with applicable laws, if withdrawn shares remain unsold after the completion of the offer, such unsold shares may be offered and sold to third parties.

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Amplifon will communicate to the market the results of the offer and any material development pursuant to applicable laws and regulations. For further details, please refer to the documentation drawn up in relation to the transaction available on the corporate website of Amplifon (https://corporate.amplifon.com).