Proposal to enhance the increased voting rights mechanism, in line with new legal provisions in Italy, to support the company’s growth strategy, also by external lines, and reward a shareholder base with a long-term investment horizon

Other proposed amendments to the articles of association will also be submitted to the shareholders' meeting, which will be convened for April 30th, 2024

Voting rights
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Last updated on March 15, 2024 at 05:10 pm

Today the Board of Directors of Amplifon S.p.A. (EXM; Bloomberg/Reuters ticker: AMP:IM/AMPF.MI), global leader in hearing solutions and services, during a meeting chaired by Susan Carol Holland following the approval and publication in the Official Journal of the so-called “DDL Capitali” approved: (i) to propose to the Extraordinary Shareholders Meeting of the Company the amendment of the Articles of Association in order to allow the enhancement of the increased voting rights mechanism in line with the new legal provisions; taking the opportunity (ii) to propose to the Extraordinary Shareholders’ Meeting also certain other amendments to the Articles of Association which the Board of Directors deems useful to implement in the interest of the Company and (iii) to convene the Extraordinary Shareholders’ Meeting on April 30th, 2024 to submit the aforementioned statutory amendments to the approval of shareholders.

When we refer to the so-called “DDL Capitali", we mean Law no. 21 of March 5th, 2024 containing a series of measures aimed at promoting the competitiveness of businesses and the capital market.

From a strategic point of view, with the introduction of an increased voting rights mechanism, enhanced compared to the one already adopted, Amplifon aims at encouraging a capital structure more supportive of the Company’s further growth path in the long-term at global level, in a highly competitive market, characterized by technology and innovation.

Thus, the Company - which retains in Italy its registered office, tax domicile, and listing - could pursue possible further relevant growth opportunities, also by external lines, such as, for instance, acquisitions or strategic alliances, if any, to be realised through the issuance of new shares or share exchanges with third parties, as well as more effectively foster a solid shareholder base with a long-term investment horizon.

The amendments to the Articles of Association to which approval by the Extraordinary Shareholders’ Meeting is sought are as follows:

a.         proposal to enhance the increased voting rights mechanism currently in place (amendment to Article 13 of the Articles of Association);

b.         proposal to introduce the possibility to hold shareholders' meetings exclusively through a so-called proxy agent appointed by the Company (amendment to Article 10 of the Articles of Association);

c.          proposal to grant the Board of Directors the power to increase the share capital pursuant to Articles 2443 and 2420-ter of the Italian Civil Code up to a maximum of approximately 20% of the share capital (amendment to Article 6 and 9 of the Articles of Association); and

d.         other amendments to the Articles of Association (amendments to Articles 2, 7, 9, 15, 17, 18, 21, 23, 24 and 26 of the Articles of Association).

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