Amplifon S p A : Informative Document of the “Sustainable Value Sharing Plan 2022-2027”

AMPLIFON S.P.A.

INFORMATIVE DOCUMENT OF THE "SUSTAINABLE VALUE SHARING PLAN 2022-2027"

FOR THE [MANAGING DIRECTOR/ GENERAL MANAGER]

Informative document relating to the co-investment scheme ("Sustainable Value Sharing Plan 2022- 2027" or the "Scheme") in favour of Enrico Vita, MD/GM of Amplifon S.p.A. (the "Beneficiary"), drafted pursuant to Article 114-bis of the Legislative Decree No. 58 dated February 24, 1998 ("Securities Dealing Act" or "TUF"), and Article 84-bis of CONSOB resolution No. 11971/99 ("Consob Issuer Regulation") and Annex 3A, Scheme 7 of Consob Issuer Regulation.

Introduction

According to the provisions of Article 114-bis of Legislative Decree No. 58, dated 24 February 1998, (the "Securities Dealing Act" or "TUF"), as well as those of Article 84-bis of Consob Resolution No. 11971/99 (the "Consob Issuer Regulation") concerning information to be disclosed to the market in relation to compensation plans based on financial instruments in favour of members of the Board of Directors, employees or self-employees not linked to the Company by any employment agreement, as well as in favour of members of the Board of Directors, employees or self-employees of other parent companies or controlled companies, this informative document (the "Informative Document") has been prepared for the ordinary Shareholders' Meeting of Amplifon S.p.A. (the "Company" or the "Issuer", and, jointly with the companies directly or indirectly controlled by the same, the "Group"), convened by the Board of Directors held on March [3], 2022, on April [22], 2022, [on single call], to resolve upon, inter alia, the approval of the co-investement scheme in favour of Enrico Vita, in his capacity as MD/GM of the Company (the "Scheme").

The Scheme is a two-fold instrument, being composed of two distinct phases ("Phase A" and "Phase B"), where the latter is optional and depending on the development of the former, as better described below.

Phase A: effective as from financial year 2022: (a) the Target MBO Bonus theoretically available to the Beneficiary under the applicable MBO Bonus Plan in connection with the previous financial year (including without limitation that related to financial year 2021) shall not become due and be paid and (b) in lieu of the Target MBO Bonus the Beneficiary shall be assigned Rights to receive Shares after a Vesting Period (the "Coinvested Rights")1.

Phase B: to the extent the Beneficiary actually receives Coinvested Rights in a given year based on the above mechanism, the Beneficiary will then be eligible to take part in an autonomous and distinct equity-based instrument, whereby the Company offers Matched Rights entitling the Beneficiary to receive Shares in a number which will equal in total the number of the Coinvested Rights under Phase A, provided that certain pre-determined KPIs are achieved at the end of a Vesting Period (the "Matched Rights").

The Scheme is offered to the Beneficiary as a new incentive instrument with intrinsic retention purposes and is aimed at rewarding the co-investment choice made by the Beneficiary thus fostering the alignment with the shareholders' interest and at the same time supporting the Company's medium/long term value creation, combined with sustainability objectives (ESG).

Considering that the creation of value for Shareholders in the medium/long term is the Company's primary objective, the Board of Directors believes that the Scheme - based on the accrual of the right to the free assignment of shares, hinged on performance objectives linked to the creation of value and the Group's sustainability - ensures the alignment of the interests of the management with those of Shareholders and constitutes the most effective incentive and loyalty tool that best meets the Company's interests.

This Informative Document has been drafted, also with respect to the numbering of relevant paragraphs, in compliance with Scheme 7 of Annex 3A of Consob Issuer Regulation and is aimed at providing the shareholders and the market with all information necessary to exercise their voting right in the context of the Shareholders' Meeting.

Pursuant to Article 114-bis, paragraph 3, of TUF, and Article 84-bis, paragraph 2, of Consob Issuer Regulation, the Scheme, considering its Beneficiary, shall be considered as a "plan of significant relevance", as it is addressed to a person having strategic functions within the Company.

This Informative Document is available to the public at the Company's legal office in Milan, Via Ripamonti no. 131/133, as well as on the Company's website at www.amplifon.com (section "Governance" - "Remuneration")and on the storage mechanism "eMarket Storage".

1 Unless the Beneficiary elects to receive payment in cash of the Target MBO Bonus, as better explained below.

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	DEFINITIONS
Assigned Matched Rights	Shall have the meaning under point 4.2 of this Informative Document.
Beneficiary	means Enrico Vita in his capacity as MD/GM of the Company.
Board of Directors	means the board of directors of the Company.
Business Day	means a day other than Saturdays, Sundays and any other public bank
	holiday in Milan.
Coinvested Rights	shall have the meaning under the Introduction of this Informative
	Document.
Company or Issuer	means Amplifon S.p.A., having its registered offices at Via Giuseppe
	Ripamonti, no. 131/133, Milan, fiscal code and registration number in the
	Companies' Register of Milan - Monza - Brianza - Lodi 04923960159.
Consob Issuer Regulation	means Consob Resolution No. 11971/1999, as subsequently amended.
Consolidated Financial	means the consolidated financial statements of the Company.
Statements
Date of Assignment	means the date on which the Shares are assigned to the Beneficiary, as
	indicated in the Letter of Assignment Under Phase A.
Date of Vesting	means (i) in respect of Phase A, the date on which the Board of Directors
	will approve the Consolidated Financial Statements of the third year
	following the year to which the MBO Bonus refers, and (ii) in respect of
	Phase B, the date on which the Board of Directors assesses the
	achievement of the Target KPIs during the Performance Period.
Group	means Amplifon S.p.A. and the companies directly or indirectly controlled
	by the same.
Group Company	means: (i) the Company; and (ii) a company controlled by the Company
	pursuant to the definition of "control" set forth in Article 2359, paragraph
	1, of the Italian Civil Code.
Laws	means any laws, judicial or arbitration ruling (even if provisionally
	effective), administrative ruling or regulation, or any other provisions
	binding on the person to which it is addressed; and "Law" means any of
	the aforesaid;
Letter of Assignment Under	means the letter whereby the Company will notify the total number of
Phase A	Coinvested Rights [10] Business Days after the MBO Bonus Possible Cash
	Election.
Letter of Assignment Under	means the letter, to be released by the Company at the same time as the
Phase B	Letter of Assignment under Phase A, whereby the Company will notify the
	total number of Assigned Matched Rights and which will also identify and
	detail the Target KPIs.
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Matched Rights	shall have the meaning under the Introduction of this Informative
	Document.
MBO Bonus	means the performance-based payout attributable to the Beneficiary with
	reference to a given year.
MBO Bonus Plan	means the terms and conditions for the attribution of the MBO Bonus each
	year.
MBO Communication	shall have the meaning under point 4.2 of this Informative Document.
Notice of Vesting	means the letter whereby the Company will notify, within [45 (forty-five)]
	Business Days from the Date of Vesting of the Coinvested Rights, the
	numbers of Vested Rights assigned to the Beneficiary.
Notice of Vesting Under	shall have the meaning under point 4.2 of this Informative Document.
Phase B
Ordinary Shareholders'	means the ordinary shareholders' meeting of the Company's shareholders.
Meeting
Performance Period	means the three-year period to which the key performance indicators
	underlying the Target KPI refer, as it will be indicated in the Letter of
	Assignment Under Phase B.
Regulation	means the rules providing for the terms and conditions of the Scheme, as
	well as any amendment to the same.
Remuneration Committee	means the Remuneration and Appointments Committee of the Company.
Rights	means the rights attributed to the Beneficiary to receive Shares under Phase
	A.
Scheme Rights	means the Rights and/or the Matched Rights.
Securities Dealing Act or	means Legislative Decree No. 58 dated February 24, 1998, as subsequently
TUF	amended.
Share	means a share of the Company.
Target KPIs	means the target key performance indicators identified in the Letter of
	Assignment Under Phase B, which represent a condition for the vesting of
	the Matched Rights, it being agreed that such indicators will refer to: (i)
	Sustainability Plan targets; (ii) Absolute Total Shareholder Return.
Theoretical MBO Bonus	shall have the meaning under point 2.2 of this Informative Document.
Target MBO Bonus	means the MBO Bonus attributable upon achievement of 100% of the
	assigned performance-based targets with reference to a given year.
Vested Matched Rights	shall have the meaning under point 4.2 of this Informative Document.
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Vested Rights	shall have the meaning under point 4.2 of this Informative Document.
Vesting Period	means: (i) under Phase A means the period running from the date of
	delivery of the Letter of Assignment Under Phase A and the date of
	approval of the Consolidated Financial Statements related to the third
	financial year following the year to which the MBO Bonus refers; and (ii),
	while under Phase B means the period running from the date of delivery
	of the Letter of Assignment Under Phase B and the date on which the
	Board of Directors assesses the achievement of the Target KPIs during the
	preceding three years (including the fiscal year in which the Letter of
	Assignment Under Phase B is delivered).

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