Amplifon S p A : Directors’ Report on the proposed agenda for the 2024 Extraordinary Shareholders' Meeting - updated version

DIRECTORS' REPORT ON THE PROPOSED AGENDA

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ON THE MATTERS ON THE AGENDA OF AMPLIFON S.P.A.'S EXTRAORDINARY SHAREHOLDERS' MEETING OF 30 APRIL 2024

Dear Shareholders,

this report (the "Report") has been prepared by the Board of Directors of Amplifon S.p.A. ("Amplifon"or the "Company"), pursuant to article 125-ter of Legislative Decree no. 58 of 24 February 1998, (the "TUF"), and articles 72 and 84-ter of the CONSOB Resolution no. 11971 of 14 May 1999 (the "Issuers' Regulations"), to illustrate the amendments to the Company's articles of association (the "Articles of Association") which are proposed to the Extraordinary Shareholders' Meeting called for 30 April 2024 as sole meeting date (the "Extraordinary Shareholders' Meeting") to discuss and resolve upon 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.

1.

First item on the agenda: "Proposal to enhance the increased voting rights mechanism currently in place (amendment to Article 13 of the Articles of Association). Related and ancillary resolutions".

1.1. Introduction and rationale of the proposed amendment

With law no. 116/2014 - which modified the TUF by introducing art. 127-quinquies - the Italian lawmaker introduced into the Italian legal system the institution of «loyalty shares» for the benefit of the «loyal shareholders» of listed companies, providing that, given the uninterrupted ownership of each share for a period of 24 months, each loyal shareholder would have been entitled to cast two votes per share.

The objective of the legislator was to counteract the negative effects (in terms of market volatility and potential distortion of managerial choices) connected to the short-term prospects of financial investors (short-termism), rewarding instead, through the strengthening of the voting rights, those shareholders who, by investing with longer-term prospects (long-term commitment), contribute to supporting growth of the company, which is both profitable and sustainable over time.

Sharing these principles, on 29 January 2015 the extraordinary shareholders' meeting of the Company introduced, among the first companies listed in Italy, the institution of increased voting rights in the Articles of Association. To date, 11 shareholders are registered in the special list of «loyal shareholders».

The Company's example was then followed by numerous issuers and, today, almost a third of Italian listed companies have adopted the institution of increased voting rights (1), demonstrating the success that this institute has achieved in the domestic panorama.

In the meantime, both at an international and national level there has been an ever-increasing favor towards legal instruments - such as, precisely, loyalty shares - aimed at encouraging the long-term commitment of investors. However, the interest in these instruments has favored European systems equipped with more flexible and less restrictive regulations than those provided under Italian law: in particular, some Italian issuers, taking advantage of the freedom of establishment protected by European law, have "imported" corporate law of other member states to further incentivize the long-term commitment of their investors by enhancing voting rights.

Faced with the decreasing attractiveness of the Italian corporate structure and the barrier to Italian companies in accessing the capital market, the Italian lawmaker felt compelled to consider the provisions that allow for the increase of shareholders' voting rights.

In this regard, law no. 21/2024 (the "DDL Capitali") - containing a series of measures aimed at promoting the competitiveness of businesses and the capital market - intervenes on the institution of the increased vote, providing for the attribution of a further vote, following the vesting of the first 24-month period which attributes 2 votes

(1)

See Green Paper on "La competitività dei mercati finanziari italiani a supporto della crescita" published in 2022.

for each share, at the expiry of each twelve-month period of further uninterrupted holding, up to a total maximum of ten votes for each share.

In continuity with the choice made by the extraordinary shareholders' meeting of the Company in 2015, the Board of Directors deems it advantageous to seize the opportunity offered by the legislator, by amending Article 13 of the Articles of Association (which regulates the right to vote) in line with the provision of art. 127- quinquies, as replaced by the DDL Capitali.

In particular, the Board of Directors believes that the long-term commitment of its shareholders actually constitutes an important «value» and that, consequently, the «increased voting rights» reward for the benefit of loyal shareholders is in the best interests of the Company itself and of all its stakeholders. In fact, through the amendment at hand, Amplifon intends to pursue the following objectives:

• (i) adopt a flexible share capital in order to allow the Company, on the one hand, to maintain and further strengthen a stable shareholder base and, on the other hand, to combine such essential objective with the possibility of pursuing external growth opportunities, such as acquisitions and/or strategic combinations, for example, by means of issuance of new shares in favor of, and/or exchanges of shares with, third parties. This would support Amplifon in the context of ongoing consolidation process taking place in the global hearing care services and solutions industry, where the Company has had, and intends to continue to have, a leading role as an active player;

• (ii) reward long-term shareholders more effectively and extensively. It is, indeed, believed that a stable shareholder base is more capable for supporting long-term growth strategies;

• (iii) maintain the corporate form of a "joint-stock company" ("società per azioni") incorporated under Italian law and having its registered office, tax office and listing in Italy, thus ensuring that the order of incorporation and the order of listing fully coincide.

It is therefore proposed to amend Article 13 of the Articles of Association in the terms illustrated below.

1.2. Extent of the benefit of increased voting rights, vesting period and qualifying in rem right

The law allows the benefit of the increased voting rights, consisting in two votes per shares, to be attributed to each share that has belonged to the same shareholder for an uninterrupted period of at least twenty-four months starting from the date of registration in a specific list (art. 127-quinquies, paragraph 1, TUF). In addition, following the entry into force of the DDL Capitali, the law provides that an additional vote is recognized at the expiry of each twelve-month period following the vesting of the previous twenty-four month period, up to an overall maximum of 10 votes per each share (art. 127-quinquies, paragraph 2, TUF).

In light of the new regulatory provisions, it is proposed to implement the change made to the institution of the increased voting rights, with the attribution of the benefit tothe maximum extent permitted by law (10 votes recognized for each share continuously held).

It is specified that, for shareholders who have already accrued 2 votes per share, the third vote will accrue 12 months after the date of registration in the Company Register of the resolution of the Extraordinary Shareholders' Meeting relating to the articles of association amendment in question.

Furthermore, since the law does not clarify the legal title under which the share ought to "belong" to the shareholders in order for the latter to be considered loyal, it is proposed to specify that the benefit of increased voting right can be granted to (i) the full owner ("pieno proprietario") of a share being entitled to the attached voting right, (ii) the bare owner ("nudo proprietario") of a share being entitled to the attached voting right, and (iii) the usufructuary ("usufruttuario") of a share being entitled to the attached voting right. Moreover, it should be clarified that the pledging without attribution of the right to vote to the pledgee (and, therefore, with preservation of the voting right) does not constitute a cause of forfeiture of the benefit.

1.3. Special register, eligibility for registration and right to waive the benefit

The law entrusts the relevant articles of association with the definition of the methods for the attribution of the increased voting rights and for the verification of the relevant conditions, imposing, for this purpose, the establishment of a specific register kept by the Company (the "Register"). Furthermore, it leaves to the statutory autonomy the power to provide that whoever has the right to vote can irrevocably renounce the increased voting rights, in whole or in part. The regulatory framework (art. 143-quater Issuers' Regulation) also specifies that, for the purposes of registration in the Register and for the purposes of exercising the increased vote, the shareholder must show a specific certification issued by the intermediary in accordance with its records.

Taking into account the aforementioned provisions and without prejudice to what is already provided for by the Articles of Association regarding (i) the waiver of the increased voting rights and (ii) the Register, it is proposed to specify that the holder of a qualifying in rem right which request registration in the Register must not only exhibit the specific certification required by the applicable legislation, but also issue a specific certification for a more effective verification of the prerequisites of legitimacy (certification requires, in the case of a shareholder who is not a natural person, the disclosure of the controlling entity, if any: which is relevant for the purpose of regulating the effects of the transfer of the qualifying in rem right; please refer to paragraph 1.4 below).

It is understood that the registered person can always request to be cancelled (in whole or in part) from the Register, as well as renounce the benefit of any accrued increased voting rights.

1.4. (Direct or indirect) transfer of the qualifying in rem right: effects on the benefit of increased voting rights

The law provides that the benefit of the increased voting rights ceases: a) if the shares are transferred for consideration or free of charge; andb)in the event of direct or indirect transfer of the controlling interest of a company or entity whose increased voting right exceeds the threshold contemplated by article 120, paragraph 2, TUF.

It then expressly defers to the relevant articles of association the choice between loss or retention of the benefit:

• c) in the case of succession following death, and

• d) in the case of merger or spin-off of the owner shares.

In line with the provisions of the law, the Articles of Association currently provide that the benefit of the increased voting rights

• (i) ceases in the event of (a) transfer of the share for consideration or free of charge or in the event of transactions involving the creation or sale of partial rights on the shares by virtue of which the loyal shareholder is deprived of the vote, and in the case of (b) direct or indirect transfer of the majority interest of a company or body whose increased voting right has risen above the threshold contemplated by article 120, paragraph 2, TUF; while

• (ii) is retained in the case of (a) succession following death, and (b) merger or spin-off of the owner of the shares.

In light of this legal framework and the current statutory structure, it is proposed to specify the rules governing the effects of the transfer (direct or indirect) of the qualifying in rem right as follows.

1.4.1. Direct transfer of the qualifying in rem right

The direct transfer of the qualifying in rem right may occur (i) through succession following death (or equivalent inter vivos transfers); (ii) in the event of transfer for consideration or free of charge, or (iii) in the event of mergers or spin-offs.

In the first case (succession following death or equivalent inter vivos transfers such as the so-called "family business inheritance agreement" ("patto di famiglia"), trust, parental trust fund for minors ("fondo patrimoniale") or family foundation), the benefit of increased voting rights is maintained: such cases do not show any lack of loyalty of the shareholder; therefore, in these cases, it seems appropriate to foster the long-term commitment of his/her heirs.

In the second case (transfer for consideration or free of charge - other than the cases mentioned in the previous paragraph), the entitlement to the benefit of the increased voting right is lost under the applicable provisions of law.

In the third case (merger or spin-off of the shares), the loss or maintenance of the benefit should depend on whether or not a "change in control" occurs: if the merger or spin-off does not result in a "change in control", the transfer (consisting in a mere "intra-group transaction") does not show any lack of loyalty of the shareholder (as the final investor, in fact, remains the same). Therefore, in this case, it would not be appropriate to provide for the loss of increased voting rights (such loss would make intra-group reorganizations unduly burdensome). On the contrary, in the event of merger or spin-off resulting in a "change in control", the loss of increased voting rightsis consistent with the rationale underlying the attribution of such rights. Whenever the merger or spin-off may involve an entity which is not subject to the control of any third party, the loss or maintenance of benefit will depend on whether an anti-avoidance test is satisfied, it being understood that, to this purpose, the non-material accounting value, on a like-for-like basis, of the investment in the Company's shares shall be taken into account.

With regard to the concept of "control", please refer to the definition contained in the laws applicable to listed issuers (see Article 93, TUF).

1.4.2. Indirect transfer of the qualifying in rem right

The indirect transfer of the qualifying in rem right may occur as a result of each of the cases set out above - (i) succession following death or equivalent inter vivos transfers, (ii) transfer for consideration or free of charge, or (iii) merger or spin-off. In this case, however, the transfer does not (directly) concern the Company's shares; it concerns (indirectly) the interest in the entity which holds the Company's shares.

The above-mentioned rules governing the direct transfer shall apply mutatis mutandis to the indirect transfer: a "change in control" causes the loss of the benefit to the increased voting rights (regardless of whether the shareholding held is above or below the threshold set forth in Article 120, second paragraph, TUF), unless it occurs in relation to succession following death or equivalent inter vivos transfers (such as family business inheritance agreements, trusts, parental trust funds for minors or family foundations): in the latter cases, increased voting rights are maintained.

1.5. Extraordinary transactions (capital increase, mergers or spin-offs) and effects on the rules governing increased voting rights

In line with the provisions of the current Articles of Association, the proportional extension of the benefit is confirmed both in the case of a capital increase allocated free of charge or by means of new contributions: this seems fully consistent with the aim to reward loyal shareholders. In the event of capital increase by means of new contributions, not only do the shareholders retain their investment in the Company, but they also add to it.

The extension of the increased voting rights to newly issued shares will take place in such a manner as to allow the shareholder to maintain the same proportion between (x) shares with a certain increased voting rights, (y) shares with a different increased voting rights and (z) shares without increased voting rights. By way of example, if prior to the capital increase, a shareholder holds 10 shares of which 2 shares expressing 5 votes, 4 shares expressing 7 votes, 3 shares expressing 1 vote and 1 share expressing 10 votes, upon the subscription of the capital increase by such shareholder, his/her shareholding will be composed as follows: 20% by shares expressing 5 votes, 40% by shares expressing 7 votes, 30% by shares expressing one vote and 10% by shares expressing 10 votes, so that if the shareholder has fully subscribed to the capital increase offered to him/her in option, his/her voting rights will not be diluted.

Similarly, the law provides for the possibility of extending the benefit of the increased voting rights even in the event of a merger or spin-off of the Company, if this is provided for in the relevant merger or spin-off plan: in this case, the benefit appliesto the shares allocated in exchange for the shares to which the increased voting is attributed. Since the conditions of a hypothetical merger or spin-off in which the Company participates cannot be foreseen at present, it is proposed to reproduce in the Articles of Association the same facultative rule provided by the lawmaker. If, therefore, the Company should in the future participate in a merger or spin-off, it will be possible (though not necessary) to provide for the extension of the benefit to the new shares resulting from the extraordinary transaction in question.

1.6. Abolition or amendment of the benefit of the increased voting rights

In consideration of the fact that the shares with increased voting rights do not constitute, by express provision of law, a special category of shares, the Board of Directors proposes to clarify that any amendment of the regulations of the increased voting rights or the abolition thereof only requires the approval by the extraordinary shareholders' meeting pursuant to law. Therefore, the special approval of shareholders who are, in theory, holders of the benefit is not required.

1.7. Effects of the increased voting rights for the purposes of calculating the quorum for the shareholders' meetings and exercising minority rights

In line with the current provisions of the Articles of Association, the increased voting rights will be calculated to determine the quorum in terms of share capital quotas for the constitution of the shareholders' meetings and for their resolutions.

On the other hand, it is understood that, in accordance with the provisions of the law, the increased voting rights will have no effect on rights other than the voting rights accruing by virtue of the holding of certain capital quotas.

1.8. Effects that the amendment of the increased voting rights mechanism currently in place would have on the Company's ownership structure

It should be noted, also for the purposes of recommendation no. 2 of the Corporate Governance Code, that as of the date of this Report, according to the communications received by the Company pursuant to Article 120, paragraphs 1 and 2, TUF, only the shareholder Ampliter S.r.l. ("Ampliter") holds more than 3% of the share capital in voting rights, equal to - in this case - 59.173% of the share capital in voting rights.

In the event that only the shareholder Ampliter were to benefit from the increase in voting rights, up to a maximum of 10 times the number of shares held, and no other shareholder were to request the increase in voting rights (thus also assuming the loss of the benefit by those shareholders who currently cast 2 votes per share), the percentage of voting rights exercisable by Ampliter would increase over the years as shown in the following table (2):

(2)In line with the provisions of Art. 2357-ter, second paragraph, and Art. 2368, third paragraph, of the Italian Civil Code, the treasury shares held by the Company were not counted for the purpose of determining the total number of voting rights referring to the Company's shares.

Year	Votes cast for each share by Ampliter	Ampliter's voting rights percentage	Other shareholders' voting rights percentage
2025	3	68.7%	31.3%
2026	4	74.5%	25.5%
2027	5	78.5%	21.5%
2028	6	81.4%	18.6%
2029	7	83.6%	16.4%
2030	8	85.4%	14.6%
2031	9	86.8%	13.2%
2032	10	88%	12%

The above calculations are also based on the assumption that the shareholders maintain their shareholding in the share capital unchanged. The figures indicated remain subject, in any case, to the effects of the possible exercise of withdrawal rights by the shareholders.

1.9. Decision-making process followed in formulating the proposed statutory amendments

Also for the purposes of recommendation no. 2 of the Corporate Governance Code, it should be noted that the present proposal to amend the Articles of Association was approved unanimously by the Board of Directors on 15 March 2024, with the favourable vote of the independent directors, including the director elected by the minority, who constitute the majority of the Board of Directors in office, and it is consequently submitted to the Extraordinary Shareholders' Meeting.

It should be noted that the aforementioned resolution proposals have not been approved by the board committees (namely, the "Remuneration and Appointments Committee" and the "Control, Risk and Sustainability Committee"), as the matter does not fall within their competences.

1.10. Assessment pertaining to the withdrawal right. Shareholders entitled to exercise the withdrawal right

Shareholders of Amplifon who do not concur in the adoption of the resolution (i.e., absent, abstaining and dissenting) on the amendment of Article 13 of the Articles of Association will be entitled to exercise their right of withdrawal pursuant to Article 2437, paragraph 1 of the Italian Civil Code, in accordance with the provisions of Article 127-quinquies TUF, paragraph 8, as replaced by the DDL Capitali (the "Withdrawing Shareholders").

Pursuant to Art. 2437-bis of the Italian Civil Code, the Withdrawing Shareholders may exercise their right of withdrawal, with respect to all or part of the shares held, by sending a notice by registered mail with notice of receipt to the registered office of Aholding S.r.l., located in Via Circonvallazione n. 5, 10010 Banchette (Turin), no later than 15 days from the date on which the resolution of the Extraordinary Shareholders' Meeting approving the above amendment to the Articles of Association is filed with the Milan Companies Register. A notice regarding the registration will be published on Amplifon's website and in a national newspaper.

Shareholders exercising their right of withdrawal must send a specific communication, issued by an authorised intermediary, certifying that they hold the shares for which they exercise their withdrawal right before the opening of Amplifon's Extraordinary Shareholders' Meeting which will resolve upon the amendment to the Articles of Association in question, and uninterruptedly until the date of the aforementioned communication. Further details on the exercise of the right of withdrawal will be provided to Amplifon's shareholders in accordance with applicable laws and regulations.

The Amplifon shares for which the withdrawal is exercised may not be sold or be the object of acts of disposition until the transfer of the shares themselves or the fulfilment (in the absence of waiver) of the condition subsequent attached to the above amendment to the Articles of Association.

Pursuant to Article 2437-ter, paragraph 3 of the Italian Civil Code, the withdrawal price to be paid to the Withdrawing Shareholders will be Euro 29.555 per Amplifon share. The withdrawal price has been calculated with reference to the arithmetic average of the closing prices of Amplifon shares in the six months preceding the publication of the notice of call of the Extraordinary Shareholders' Meeting.

Once the 15-day period has elapsed, the Amplifon shares in relation to which the right of withdrawal has been exercised will be offered to the other shareholders and, subsequently, unsold shares may be offered to third parties; any remaining shares that have not been sold must be purchased by Amplifon at the withdrawal price. The aforementioned offer and sale procedure, as well as the payment of any consideration due to the Withdrawing Shareholders, will be conditional on the non-fulfilment of the condition subsequent (referred to below).

If the Condition referred to in paragraph 1.11 below is satisfied, and consequently the amendment to the Articles of Association in question should become ineffective, the shares in relation to which the right of withdrawal has been exercised shall continue to be owned by the Withdrawing Shareholders, without any payment being made to such shareholders.

1.11.Effectiveness of the amendment to the Articles of Association

The amendment to the Articles of Association in question, if approved, shall be effective as of the date on which the resolution of the Extraordinary Shareholders' Meeting is filed with the competent Company Register.

The effectiveness of the amendment to the Articles of Association will cease if:

10