Amplifon S p A : Minutes of the extraordinary Shareholders' Meeting held on 30 April 2024

Reference no. 11987Dossier No. 6159

MINUTES OF THE SHAREHOLDERS' MEETING

ITALIAN REPUBLIC

2 May 2024

In the year two thousand and twenty four, on the second day of the month of May.

In Milan, Via Metastasio no. 5.

I, the undersigned FEDERICO MOTTOLA LUCANO, Notary Public in Milan, registered with the Milan Notaries Board, proceed to draw up and sign the minutes of the extraordinary shareholders' meeting of the company

"AMPLIFON S.p.A."

with registered office in Milan (MI), Via Giuseppe Ripamonti no. 131/133, share capital Euro 4,527,772.40, fully paid up, registered in the Milan Register of Companies under registration number and tax code 0492396159, Economic and Administrative Index no. 1064063, a company with shares listed on the Euronext Star Milan market organised and managed by Borsa Italiana S.p.A. (hereinafter also the "Company"),

held on 30 April 2024

with my constant participation in the proceedings of the shareholders' meeting, in the place where this was convened.

These minutes are drawn up, after the shareholders' meeting, in the time necessary for the prompt fulfilment of the filing and publication obligations. The meeting was held as follows.

* * * * *

On 30 April 2024, at 2.00 p.m., SUSAN CAROL ISABELLA HOLLAND, in her capacity as Chairperson of the Board of Directors, connected by means of telecommunication systems, assumed the chair of the meeting, pursuant to Article 11 of the Articles of Association.

The Chairperson, in order to verify the constitution of the meeting, communicated:

• that with a notice published as an extract in the newspaper "Milano Finanza" on 16 March 2024 and with the publication of the full text on the Company's website on the same date, the Extraordinary Shareholders' Meeting of Amplifon S.p.A. was called in Milan, Via Ripamonti no. 131/133, on 30 April 2024, at 2:00 p.m.;
• that, pursuant to the provisions of law no. 18/2024, which converted Decree- Law 215/2023 with amendments, the Company has decided to enforce the right to require that participation in the Shareholders' Meeting takes place only by means of a Designated Representative, appointed pursuant to Article 135- undecies of the Consolidated Law on Finance, who has collected all the voting proxies received from the Shareholders, also pursuant to Article 135- novies of the Consolidated Law on Finance, by way of derogation from Article 135-undecies, paragraph 4, of the Consolidated Law on Finance, in compliance with the legal deadlines as defined in the notice of convocation;
• that the Designated Representative of the Company is the company Aholding s.r.l., in the person of Monica Rossetton, connected by audio- conference, who has verified on behalf of the Chairperson the regularity of the proxies received and of the related certifications certifying the ownership of the shares, in accordance with the current regulatory provisions, documents acquired in the Company's records. The Designated

Representative has also made it known that she is not the bearer of any self- interest with respect to the proposals for resolution put to the vote during today's meeting. However, for the sole purpose of avoiding any dispute about the existence of a conflict of interest, the Designated Representative has expressly declared the intention not to express a vote different from that indicated in the instructions;

• that the Designated Representative declared that she has received proxies from 1,907 shareholders representing 196,745,782 ordinary shares equal to 86.91% of the total 226,388,620 ordinary shares as well as equal to 292,086,495 expressible votes legitimated in the shareholders' meeting, taking into account any increases in voting rights, equal to 90.74% of the votes expressible in the shareholders' meeting;
  Therefore, this meeting is hereby declared validly constituted to resolve in extraordinary session on the items on the agenda.
  She proposed that I perform the functions of Secretary of this meeting with the task of assisting in the proceedings of the shareholders' meeting and drafting the minutes in public form.
  The Chairperson recalled that the meeting was convened to discuss and resolve on the following

AGENDA

1. Proposal to enhance the increased voting rights mechanism currently in place (amendment to Article 13 of the Articles of Association). Related and ancillary resolutions.
2. Proposal to introduce the possibility to hold shareholders' meetings exclusively by appointing a so-called proxy agent (amendment to Article 10 of the Articles of Association). Related and ancillary resolutions.
3. 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 Articles 6 and 9 of the Articles of Association). Related and ancillary resolutions.
4. Other amendments to the Articles of Association (amendment to Articles 2, 7, 9, 15, 17, 18, 21, 23, 24 and 26 of the Articles of Association).

Related and ancillary resolutions.

The Chairperson also brought to the attention:

• that a system for the audio recording of the proceedings of the shareholders' meeting was in operation, with the sole purpose of making the drafting of the minutes easier;
• that, pursuant to the legislation on the protection of personal data, Amplifon S.p.A. is the Data Controller and that the personal data (name, surname and any other data, such as place of birth, residence and professional qualifications) of the Shareholders have been and will be collected in the forms and within the limits provided for by current legislation. Said data will be processed manually and/or electronically and may also be communicated and disseminated abroad, including outside the European Union, in the forms and within the limits provided for by current legislation;
• that the information requirements referred to in Article 125-bis of the Consolidated Law on Finance had been duly completed;
• that the Directors' Report on the matters on the agenda had been made available to the public, at the registered office, on the Company's website and

in the other ways provided for by the regulations adopted by Consob resolution no. 11971 of 14 May 1999 (as subsequently amended and supplemented) (the "Issuers' Regulations"), within the period of publication of the notice, as provided for by Article 125-ter of the Consolidated Law on Finance;

• that no request for the integration of the agenda had been received by the Company, pursuant to Article 126-bis of the Consolidated Law on Finance;
• that no pre-shareholders' meeting questions had been received pursuant to Article 127-ter of the Consolidated Law on Finance;
• that, with regard to the existence of relevant shareholders' agreements pursuant to Article 122 of the Consolidated Law on Finance, the Company did not have any effective agreement as of today.
  The Chairperson then read the list of names of the subjects who participate, directly or indirectly to a significant extent pursuant to Article 120 of the Consolidated Law on Finance, according to the results of the shareholders' register, supplemented by the communications received pursuant to Article 120 of the Consolidated Law on Finance and other information available. Please note that the percentage refers to the share capital at the time of communication received by the Company:

	no.	of	% of the share	% of the capital in
	shares		capital	voting rights
Ampliter S.r.l.	95,224,369	42.06%	59.12%

It should be noted that Article 13 of the Articles of Association, in accordance with the provisions of Article 127-quinquies of the Consolidated Law on Finance, requires each share belonging to the same subject for a continuous period of at least twenty-four months from the date of registration in the list provided for in the same article, to be assigned two votes.

The total amount of voting rights affected by this option had been made public within the terms set out in Article 85-bis of the Issuers' Regulation;

• that the share capital subscribed and paid up as of today's date is Euro 4,527,772.40, and is divided into 226,388,620 ordinary shares with a face value of Euro 0.02 each.
  It should be noted that based on the data available to the Company as of today, the Company directly holds 226,199 treasury shares, corresponding to 0.100% of the share capital.
  It should also be noted that as of today the number of shares entitled to increased voting rights is equal to 95,748,033 shares, for a total of 321,910,454 votes expressible in this Shareholders' Meeting.
• that the following members of the Board of Directors attended, personally or connected by telecommunication systems:
  -- Enrico Vita (Chief Executive Officer); -- Veronica Diquattro;
  -- Lorenza Morandini; -- Lorenzo Pozza;
• that the following members of the Board of Directors were justified absentees:
  -- Maurizio Costa; -- Laura Donnini;
  -- Maria Patrizia Greco; -- Giovanni Tamburi;

• that all the members of the Board of Statutory Auditors intervened, connected by telecommunication systems, namely:
  -- Gabriella Chersicla (Chairperson); -- Patrizia Arienti;
  -- Alfredo Malguzzi.
  Finally, the Chairperson invited the Designated Representative to declare the possible existence of causes of impediment or suspension - in accordance with the law - of the right to vote indicated by the individual delegates, in relation to all matters expressly listed on the agenda, including those relating to non-compliance with the obligations of communication and disclosure of the shareholders' agreements, pursuant to Article 122 Consolidated Law on Finance.
  No statement was made.
  The Chairperson moved on to discussing the items on the agenda.
  The discussion of the first item on the agendabegan, recalling that the Extraordinary Shareholders' Meeting was convened to approve certain statutory amendments aimed at enhance the increased voting rights mechanism, appoved by the Extraordinary Shareholders' Meeting on 29 January 2015.
  In this regard, it should be noted that Law no. 21/2024 established the possibility for the articles of association to provide for the assignment of an additional vote, after the expiration of the first 24-month period that grants 2 votes per share, at the end of each twelve-month period of further uninterrupted holding, up to a total maximum of ten votes per share.
  The Board of Directors considers the long-term commitment of its shareholders to actually constitute an important "value" and that, consequently, the premium of the "increase in the vote" for the benefit of the loyal shareholders is in the best interest of the Company itself and all its stakeholders.
  For the reasons and purposes pursued with this proposed resolution, please refer in full to what is described in the Directors' Report on this item on the agenda, which will be annexed to the minutes of the meeting.
  She also recalled that this proposed resolution, if approved by the Extraordinary Shareholders' Meeting, legitimises the right of withdrawal of those shareholders who do not participate in the resolution. For the purposes referred to in Article 2437-ter of the Italian Civil Code, the withdrawal price of the shares subject to possible withdrawal has been established at Euro 29.555, as specified in the Directors' Report that will be annexed to the minutes of the shareholders' meeting, also drawn up for the purposes referred to in Article 2437-ter of the Italian Civil Code.
  Consequently, it was also stipulated that the effectiveness of the statutory amendment in question would be subject to the following conditions:
  (i) the amount in cash to be paid, in any, by Amplifon to the Withdrawing Shareholders ("Withdrawal Amount") exceeds in total the amount of Euro 100,000,000; and/or
  (ii) the difference between (x) the withdrawal price of the Amplifon shares (equal to Euro 29.555) and (y) the closing price of the Amplifon share 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 exceeds in total the amount of Euro 5,000,000, it being

understood, in any case and for the sake of clarity, that the Withdrawal Amount will be calculated net of the amounts due by the shareholders exercising their option and pre-emption rights pursuant to Article 2437-quater of the Italian Civil Code (the "Condition").

The Condition is established in the interest of the Company, which may in any case waive it, even if it is met.

The Chairperson then asked me to read the proposed resolution of the Board of Directors contained in the Directors' Report, after which she would open the discussion:

I therefore read the proposed resolution on this item on the agenda, contained in the Directors' report.

The proposed resolution is as follows:

"The Shareholders' Meeting of "Amplifon S.p.A.", meeting in extraordinary session, having examined the report of the Board of Directors,

RESOLVES

1. to amend article 13 of the Articles of Association as indicated in the text reproduced in the report of the Board of Directors;
2. that the effectiveness of the amendment to article 13 of the Articles of Association referred to in point 1 above shall be subject to the following conditions subsequent set forth in the interest of the Company, granting the Board of Directors with any and all authority and power necessary or even only appropriate to waive them:
   (i) the amount of cash, if any, to be paid by Amplifon to shareholders exercising their withdrawal right (the Withdrawal Amount) shall not exceed in the aggregate 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 exceeds Euro 5 million,
   provided, however, that, for clarity, the Withdrawal Amount will be calculated net of the amount of cash payable by shareholders exercising their option and pre-emption rights pursuant to article 2437-quater of the Italian Civil Code;
3. to grant the pro-tempore Chair of the Board of Directors and Chief Executive Officer, severally and not jointly, with the right to subdelegate and power to appoint special attorneys, the broadest possible power, without any exclusion or exception, in order to implement this resolution, including by way of example and without any limitation the power to: (a) ascertain the fulfilment of the conditions subsequent indicated in paragraph 2 of this resolution upon which everything provided under this resolution would lack of effectiveness, or the waiver by the Company of one or more of such conditions; (b) carry out all activities necessary or advisable for purposes of the procedure for the liquidation of any shares, in relation to which withdrawal rights have been exercised by the shareholders who have not taken part in the approval of this resolution; (c); perform all formalities required to ensure that the adopted resolution obtains all necessary approvals, with right to introduce to the same resolution any amendments, additions or deletions that may be requested by the competent Authorities, or at the time of registration with the competent Companies Register;

4. to acknowledge that the Board of Directors, pursuant to article 19 of the Articles of Association and art. 2365, paragraph 2 of the Italian Civil Code, has the power to adjust the provisions of the Articles of Association, including those covered by the amendments resolved above, to any legal and regulatory provisions which have arisen or may arise. ".

The Chairperson then opened the discussion and invited the Designated Representative to declare whether there were any interventions by her delegates and to confirm whether the data of the shares represented remained unchanged.

The Designated Representative declared that there are no interventions and that the data of the shares represented have remained unchanged.

The Chairperson then put to the vote the proposed resolution on the first item on the agenda and asked the Designated Representative to announce the results of the votes.

With regard to the shares thus constituted and participating in the vote, the Designated Representative declared that the following votes were cast:

-	in favour:	207,583,674
-	against:	84,049,560
-	abstained:	453,261

• non-voting:[0]

The Chairperson declared the proposed resolution approved with the majorities just communicated by the Designated Representative.

* * *

The Chairperson then moved on to the second item on the agendaand recalled that the Extraordinary Shareholders' Meeting was also convened to introduce into the Articles of Association the possibility of holding Shareholders' Meetings with the exclusive intervention of the designated representative referred to in Article 135-undecies of the TUF, as permitted by the new Article 135.undecies.1 TUF, introduced by Law 21/2024, in accordance with the provisions, on a case-by-case basis, in the notice.

The Chairperson then asked me to read the proposed resolution of the Board of Directors contained in the Directors' Report, after which she would open the discussion:

I therefore read the proposed resolution on this item on the agenda, contained in the Directors' Report.

The proposed resolution is as follows:

"The Shareholders' Meeting of "Amplifon S.p.A.", meeting in extraordinary session, having examined the report of the Board of Directors,

RESOLVES

1. to amend article 10 of the Articles of Association as indicated in the text reproduced in the report of the Board of Directors;
2. to grant the pro-tempore Chair of the Board of Directors and Chief Executive Officer, severally and not jointly, with the right to subdelegate and power to appoint special attorneys, the broadest possible power, without any exclusion or exception, in order to implement this resolution, including by way of example and without any limitation the power to perform all formalities required to ensure that the adopted resolution obtains all necessary approvals, with right to introduce to the same resolution any amendments, additions or deletions that may be requested by the competent Authorities, or at the time of registration with the competent Companies Register;

3. to acknowledge that the Board of Directors, pursuant to article 19 of the Articles of Association and art. 2365, paragraph 2 of the Italian Civil Code, has the power to adjust the provisions of the Articles of Association, including those covered by the amendments resolved above, to any legal and regulatory provisions which have arisen or may arise. ".

The Chairperson then opened the discussion and invited the Designated Representative to declare whether there were any interventions by her delegates and to confirm whether the data of the shares represented remained unchanged.

The Designated Representative declared that there are no interventions and that the data of the shares represented have remained unchanged.

The Chairperson then put to the vote the proposed resolution on the second item on the agenda and asked the Designated Representative to announce the results of the votes.

With regard to the shares thus constituted and participating in the vote, the Designated Representative declared that the following votes were cast:

-	in favour:	207,764,864
-	against:	84,318,233
-	abstained:	3,398

• non-voting:0

The Chairperson declared the proposed resolution approved with the majorities just communicated by the Designated Representative.

* * *

The Chairperson moved on to the discussion of the third item on the agendaand reminds that the Extraordinary Shareholders' Meeting was also convened to resolve on the assignment to the Board of Directors of powers to:

1. increase the share capital, for a total nominal value of maximum Euro 906,000.00, through the issue of a maximum of 45,300,000 shares with a nominal value of Euro 0.02 each, to be carried out also in divisible form, in one or more tranches, pursuant to Article 2443 of the Italian Civil Code, also excluding option rights ("diritto di opzione") pursuant to Article 2441, fourth and fifth paragraphs, of the Italian Civil Code (the "Capital Increase"), and
2. issue, in one or more tranches, bonds convertible into shares and/or securities (also other than bonds) that in any case allow the subscription of new shares, even excluding option rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for a total nominal value of maximum Euro 906,000.00, through the issuance of a maximum of 45,300,000 shares with a nominal value of Euro 0.02 each, and for amounts that in any case do not exceed, from time to time, the limits established by law for convertible bond issues, pursuant to Article 2420-ter of the Italian Civil Code.
   The Board of Directors, in exercising the authorizzation, will also have the right to exclude the option's right of the Company's shareholders, pursuant to the fourth and fifth paragraphs of the Article 2441 of the Italian Civil Code. This option will be allowed only in the following cases:
   • in the event of a capital increase to be paid in by contributions in kind, when it allows the Company to obtain one or more shareholdings, companies, business units and/or industrial activities of interest to the Company, as part of its development and growth strategy, which, according to the prudent assessment of the Board of Directors, are of strategic importance to achieve the corporate purpose;

• in the event of a capital increase to be paid in by cash contributions, when the economic conditions and the terms of the placement (including, purely by way of example, any subscription commitments undertaken by third parties) are, according to the prudent assessment of the Board of Directors, advantageous for the Company;
• in both cases, when it forms part of a broader industrial agreement that is, according to the prudent assessment of the Board of Directors, of strategic importance for the Company.
  In all the aforementioned cases, the subscription price of the newly issued shares will be determined, illustrated and verified in accordance with the law, all as more fully indicated in the Directors' Report, which will be annexed to the minutes of the meeting, also prepared for the purposes referred to in the combined provisions of Articles 2443, paragraph 1 and 2441, paragraph 6 of the Italian Civil Code.
  The Chairperson then asked me to read the proposed resolution of the Board of Directors contained in the Directors' Report, after which she would open the discussion:
  I therefore read the proposed resolution on this item on the agenda, contained in the Directors' Report.
  The proposed resolution is as follows:
  "The Shareholders' Meeting of "Amplifon S.p.A.", meeting in extraordinary session:
  (i) having examined the report of the Board of Directors;
  (ii) having regard to the provisions of articles 2420-ter, 2438 and 2443 of the Italian Civil Code;
  (iii) acknowledged that the current share capital of Euro 4,527,772.40, divided into no. 226,388,620 ordinary shares with a nominal value of Euro 0.02 each, is fully subscribed and paid up and that the company has no convertible bonds outstanding, nor has it issued any special classes of shares,

RESOLVES

1. to amend article 6 of the Articles of Association as indicated in the text reproduced in the report of the Board of Directors;
2. to amend the last sentence of article 9 of the Articles of Association as indicated in the text reproduced in the report of the Board of Directors;
3. to grant the Board of Directors, with the right to subdelegate, the broadest possible power, without any exclusion or exception, in order to implement this resolution, including by way of example and without any limitation the power to perform all formalities required to ensure that the adopted resolution obtains all necessary approvals, with right to introduce to the same resolution any amendments, additions or deletions that may be requested by the competent Authorities, or at the time of registration with the competent Companies Register;
4. to acknowledge that the Board of Directors, pursuant to article 19 of the Articles of Association and art. 2365, paragraph 2 of the Italian Civil Code, has the power to adjust the provisions of the Articles of Association, including those covered by the amendments resolved above, to any legal and regulatory provisions which have arisen or may arise. ".
   The Chairperson then opened the discussion and invited the Designated Representative to declare whether there were any interventions by her delegates and to confirm whether the data of the shares represented

remained unchanged.

The Designated Representative declared that there are no interventions and that the data of the shares represented have remained unchanged.

The Chairperson then put to the vote the proposed resolution on the third item on the agenda and asked the Designated Representative to announce the results of the votes.

With regard to the shares thus constituted and participating in the vote, the Designated Representative declared that the following votes were cast:

-	in favour:	233,579,819
-	against:	58,409,533
-	abstained:	97,143

• non-voting:0

The Chairperson declared the proposed resolution approved with the majorities just communicated by the Designated Representative.

* * *

The Chairperson moved on to the fourth item on the agendaand reminds that the Extraordinary Shareholders' Meeting had been convened to also decide on the amendment of Articles 2, 7, 9 (without prejudice to further amendments subject to other resolutions), 15, 17, 18, 21, 23, 24 and 26 of the Articles of Association.

The amendments are aimed, in particular, at:

• adopting formal clarifications to the corporate purpose;
• regulating the possibility that the meetings of the Shareholders' Meeting and the Board of Directors are held exclusively by telecommunication systems;
• changing the methods of convening the Board of Directors;
• adapting the statutory clauses on shares to the legal provisions already applicable;
• establishing that the meeting shall be held in a single call, unless otherwise provided for by the notice.
  The Chairperson then asked me to read the proposed resolution of the Board of Directors contained in the Directors' Report, after which she would open the discussion:
  I therefore read the proposed resolution on this item on the agenda, contained in the Directors' Report.
  The proposed resolution is as follows:
  "The Shareholders' Meeting of "Amplifon S.p.A.", meeting in extraordinary session, having examined the report of the Board of Directors,

RESOLVES

1. to amend articles 2, 7, 9 (without prejudice to any further amendments addressed in other resolutions), 15, 17, 18, 21, 23, 24 e 26 of the Articles of Association as indicated in the text reproduced in the report of the Board of Directors;
2. to grant the pro-tempore Chair of the Board of Directors and Chief Executive Officer, severally and not jointly, with the right to subdelegate and power to appoint special attorneys, the broadest possible power, without any exclusion or exception, in order to implement this resolution, including by way of example and without any limitation the power to perform all formalities required to ensure that the adopted resolution obtains all necessary approvals, with right to introduce to the same resolution any amendments,

additions or deletions that may be requested by the competent Authorities, or at the time of registration with the competent Companies Register;

3. to acknowledge that the Board of Directors, pursuant to article 19 of the Articles of Association and art. 2365, paragraph 2 of the Italian Civil Code, has the power to adjust the provisions of the Articles of Association, including those covered by the amendments resolved above, to any legal and regulatory provisions which have arisen or may arise ".

The Chairperson then opened the discussion and invited the Designated Representative to declare whether there were any interventions by her delegates and to confirm whether the data of the shares represented remained unchanged.

The Designated Representative declared that there are no interventions and that the data of the shares represented have remained unchanged.

The Chairperson then put to the vote the proposed resolution on the fourth item on the agenda and asked the Designated Representative to announce the results of the votes.

With regard to the shares thus constituted and participating in the vote, the Designated Representative declared that the following votes were cast:

-	in favour:	226,336,644
-	against:	65,431,146
-	abstained:	318,705

• non-voting:0

The Chairperson declared the proposed resolution approved with the majorities just communicated by the Designated Representative.

* * * * *

Having completed the discussion of the agenda items, the Chairperson declared the proceedings of the shareholders' meeting closed at 2.30 p.m. and thanked those present.

At the request of the Chairperson, the following are annexed to this deed: "A" List of participants and voting results;

"B" Directors' Report;

"C" Text of the Articles of Association updated to the resolutions adopted above, for the purposes of filing pursuant to Article 2436, paragraph 6, of the Italian Civil Code.

Copies and Processing of personal data

The Chairperson acknowledged that the Notary is obliged to release copies, excerpts and certificates of this deed, to whoever may request these.

The Chairperson authorised the Notary to send copies, excerpts and certificates of this deed and the related required documentary formalities, together with the personal data contained therein, to the Company itself, as well as to professionals and/or representatives specified by it, including via the Notary's document sharing platform.

Personal data will be processed for the purposes and in the manner included in the privacy notice made available on the website and at the Notary's office.

These minutes are signed by me, the notary, at the time of 11:27 on this day, 2 May two thousand and twenty-four.

Written using an electronic system by a person I trust and completed by hand