Amplifon S p A : Proposed amendments to the Articles of Association - updated version

[Courtesy translation of the Articles of Association including the amendments proposed to the EGM]

ARTICLES OF ASSOCIATION of

"AMPLIFON S.p.A."

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Art. 1 = A joint stock company is incorporated under the name of "AMPLIFON

S.p.A.".

Art. 2 = The company's purpose is the sale of hearing aids, optical items, technical and scientific instruments and devices for all applications, with particular regard to those for use in the medical sector, as well as the production, design on its own account, study and sale of any other electronic and non-electronic devices, equipment, remedy or product, for curative, health, educational and rehabilitative purposes as well as prevention and protection in the workplace and in research laboratories and for the protection of the individual; the production and sale of sound booths and noise-insulation products for use in any sector; and the provision of technological support to the national health service.

The company may promote and organize Industrial and market research, organize refresher and educational courses, coordinate and perform scientific research on its own account and that of third parties into the items produced, sold and studied by the company, within the limits of Law 1815/1939, and it may carry out publishing activities, nonetheless excluding the publication of daily newspapers.

It may also carry out the maintenance, repair and construction and assembly of accessory or related parts, both to secure the customer base and to facilitatemarketing and penetration of the respective markets.

The company may act on its own account and in representation of others or under commission from others.

The company may undertake all commercial, industrial and financial transactions and those involving movable and immovable properties which are deemed by the Board of Directors necessary or useful in order to attain the company's business purpose; it may also grant secured or unsecured endorsements, sureties and guarantees of any kind to any person for its own obligations and those of others.

In any case, the company is expressly forbidden from the professional provision of investment services to the general public, as defined under legislative decree 58/1998 ("TUF") and subsequent amendments and additions thereto, and from any kind of activity that legally requires specific authorization unless already obtained.

Lastly, the company may invest in enterprises, entities or companies which are functionally related to achieving the business purpose, adopt the corporate

group organisation deemed most appropriate, and take part in consortia and

cooperative companies and enter into partnership arrangements, in compliance with current legislation and therefore explicitly excluding the exercise of the above financial and investment activities which are prohibited under law.

Art. 3 = The company's registered office is in Milan, Italy.

The company is entitled to open and close branches, agencies or representative offices, including abroad, and secondary offices, in accordance with the rules and procedures applicable on each occasion.

Art. 4 = The shareholders shall be domiciled for the purposes of their relationship with the company at the address shown in the shareholders' register.

Art. 5 = The company's duration is fixed until 31 December 2100 and may be extended.

Art. 6 = The company's share capital is Euro 4,527,772.40 (four million, five hundred and twenty-seven thousand, seven hundred and seventy-two, forty cents), divided into 226,388,620 (two hundred and twenty-six million, three hundred and eighty-eight thousand, six hundred and twenty) shares with a nominal value of € 0.02 (zero point zero two) each.

The Extraordinary Shareholders' meeting held on 27 April 2006 voted:

- to grant the Board of Directors, for a period of five years from the date of the resolution, the power, pursuant to Article 2443 of the Italian Civil Code, to increase share capital for cash, on one or more occasions, by a maximum amount of € 150,000.00 (one hundred fifty thousand) at par, by issuing up to 7,500,000 (seven million five hundred thousand) shares of a nominal value of € 0.02 (zero point zero two) each, with ordinary dividend rights, to be offered for subscription to employees of the company and its subsidiaries, to be identified with regard to the strategic importance of the position held within the

Group; this capital increase shall exclude rights as allowed by the last paragraph of Article 2441 of the Italian Civil Code and Article 114-bis and paragraph 2, Article 134 of Decree 58/98 and any amendments or additions thereto; resolutions passed in relation to the capital increase shall state that, if the capital increase approved in execution of the authority to increase share capital is not subscribed within the time limits established on each occasion (inany case not after 31 December 2020), the share capital will be increased by the amount of the subscriptions received by those deadlines. Pursuant to the power granted to the Board of Directors by the Extraordinary Shareholders'

Meeting held on 27 April 2006, during the meeting held on 28 October 2010 the Board of Directors resolved to increase share capital for cash, on one or more occasions, by a maximum amount of € 150,000.00 (one hundred fifty thousand) at par, by issuing up to 7,500,000 (seven million five hundred thousand) shares of a nominal value of € 0.02 (zero point zero two) each, with ordinary dividend rights, to be offered for subscription to employees of the company and its subsidiaries, to be identified with regard to the strategic importance of the position held within the Group; this capital increase shall exclude rights as allowed by the last paragraph of Article 2441 of the Italian

Civil Code and Article 114-bis and paragraph 2, Article 134 of Decree 58/98 and any amendments or additions thereto. Any shares issued pursuant to this resolution must be placed no later than 30 April 2019 in accordance with the terms and conditions as per the "Stock Option Plan 2010-2011" approved by the Company's Shareholders' Meeting in ordinary session.

As of 8th May, 2019 the amount of € 142,421.68 (one hundred and forty-two thousand, four hundred and twenty-one and sixty-eight cents) with the correspondent issuance of number 7,121,084 (seven million and one hundred, twenty-one thousand and eighty-four) ordinary shares with a nominal value of € 0.02 (zero point zero two) has been subscribed and paid-in with reference to this capital increase.

On 16 April 2014 the Shareholders, meeting in Extraordinary Session, resolved to grant to the Board of Directors the power, pursuant to Art. 2443 ofthe Italian Civil Code, to increase the share capital without consideration, for a period of five years from the date of the resolution, on one or more occasions, for up to a maximum nominal amount of Euro 100,000.00, through the issue of a maximum of 5,000,000 ordinary shares with a nominal value of Euro 0.02 each, with voting rights, to be assigned to employees of Amplifon S.p.A. and/or its subsidiaries, pursuant to Art. 2349 of the Italian Civil Code, as part of the

Company's current and future stock-based incentive plans. These capital increases must be made using the earnings or available reserves shown in the last financial statements approved each time.

If the shareholders' meeting so resolves, share capital may be increased by issuing shares with different rights to those already in circulation, and for settlement in a form other than in cash, within the limits allowed by law and also pursuant to Art. 2441, 4th paragraph, second part of the Italian Civil Code, with respect to the terms, conditions and procedures provided for therein; the

Extraordinary Shareholders' Meeting may also grant the Directors the power - pursuant to and in accordance with Art. 2443 of the Italian Civil Code. - to proceed with a capital increase, free or otherwise, with or without option rights, including in accordance with Art. 2441, 4th paragraph (second part) and 5th paragraph of the Italian Civil Code.

For a period of five years from the resolution of the extraordinary shareholders'

meeting of April 30th, 2024, the Board of Directors is granted:

• (i) the power to increase the share capital in one or more occasions, against payment or free of charge, also in divisible form, through the issue of new shares, for a nominal value of Euro 906,000.00;

• (ii) the power to issue, in one or more occasions, convertible bonds and/or

financial instruments (other than bonds) that allow, however, the subscription of new shares for a nominal value of Euro 906,000.00, and in any case, for amounts that do not exceed, from time to time, the limits established by the law for bond issuances,

it being understood that the total increase for cases (i) and (ii) is always limited to a nominal value of Euro 906,000.00.

The power provided for in the preceding paragraph may also be exercised with limitation and/or exclusion of the option right ("diritto di opzione") in the following cases:

• a) in the case of a capital increase to be paid in by contribution in kind, when such increase enables the Company to obtain one or more participations, 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, is of strategic importance for the achievement of the companies' business purpose;

• b) in the case of a capital increase to be paid in cash, when the economic conditions and terms of the placement (including, by way of example, any subscription commitment undertaken by third parties) result to be, according to the prudent assessment of the Board of Directors, beneficial to the Company; and

• c) in both case under letter a) and case under letter b), where such an offer constitutes part of a broader industrial agreement which results, according to the prudent assessment of the Board of Directors, of strategic importance for the Company.

The option right ("diritto di opzione") may also be limited and/or excluded in the case of capital increase to be paid in cash pursuant to the 4th paragraph, second part, of Art. 2441 of the Italian Civil Code, establishing a price for the newly issued shares that corresponds to the market value of the ordinary shares, subject to the application of a discount, if any, in line with market practice for similar transactions. Such correspondence is confirmed in a special report by a statutory auditor or auditing firm; in the event the Board resolves upon the capital increase pursuant to the second sentence of the 4th paragraph of Art. 2441 of the Italian Civil Code, the number of newly issued shares in the context of the capital increase may not exceed the maximum number provided for at any given time by applicable law.

In case of the exclusion or limitation of shareholders' option right ("diritto di opzione") pursuant to Art. 2441, 4th paragraph, second part and 5th paragraph, of the Italian Civil Code, the newly issued shares must be reserved for offer to qualified investors and/or business, financial and/or strategic partners identified from time to time.

In the event of the issue of shares with limitation and/or exclusion of the option right ("diritto di opzione"), the Board of Directors' resolution on the increase must illustrate the occurrence of one of the aforementioned cases, as well as the criteria adopted to determine the subscription price.

Without prejudice to the provisions of Art. 2441, 4th paragraph, second part of the Italian Civil Code, in the case of issuances pursuant to such law provision, in all other cases, the fairness of the issue price must be assessed in advance by a leading financial institution, also taking into account the market price trend of the shares in the previous 6 months, and market practice in terms ofdiscounting the theoretical ex right price (so-called TERP).

Within the limits provided by law and by this article 6, the Board of Directors is granted the broadest power to establish, from time to time, placement methods

(public offer and/or private placement), category (ordinary or special shares, even without voting rights), any economic and/or administrative privileges, issue price and related surcharge (possibly differentiated in case of simultaneous issuance of shares of different categories) of new shares, as well as of the shares placed at service of convertible bonds and/or securities

(including those other than bonds) which in any case allow the subscription of new shares.

The Board of Directors is also granted powers to decide upon any request for admission of shares and/or convertible bonds and/or financial instruments

(including those other than bonds) which in any case allow the subscription of new shares, to one or more public regulated market(s) or multilateral trading system(s), Italian and/or foreign.

In compliance with current limits and regulations, meaning in accordance with the principles established by the Interministerial Committee for Savings and

Credit, the company may accept loans from shareholders and/or receive payments from the same, with or without the obligation to repay them and without the payment of interest, except as otherwise resolved in shareholders'

meetings.

Art. 7 = Every share is indivisible and registered.

If allowed by prevailing law, shareholders may request at their own expense to convert their registered shares into bearer shares.

The issuance of share certificates is excluded as the Company is subject tocompulsory dematerialisation regime of issued financial instruments, in compliance with applicable law provisions. The Company's shares are entered into the centralised management system provided for by the TUF.

Art. 8 = The shares can be freely sold and transferred.

The right of withdrawal may be exercised only in cases where it is unconditionally allowed by law. The right of withdrawal does not apply to resolutions concerning the extension of the company's duration, and the introduction, amendment or removal of restrictions on the circulation of shares.

Art. 9 = Ordinary and extraordinary shareholders' meetings, which may be called in a place other than the company's registered office provided within

Italy, are governed by the law and this article.

Pursuant to Art. 2370, 4th paragraph, of the Italian Civil Code, participation in the shareholders' meeting may take place by telecommunication systems, within the limits set forth in the notice of call and in the manner permitted by the chairman of the meeting, in accordance with the manner and within the limits provided under applicable law and regulation. The notice of call may state that the shareholders' meeting is to be held exclusively by telecommunication systems, omitting the indication of the physical location of the meeting.

Shareholders' meetings are called by publishing a notice on the company's website or in accordance with the modalities referred to in Consob regulations within the time limit required by the law pursuant to Art. 113-ter, paragraph 3 of

Legislative Decree 58/1998TUF.

Pursuant to Art. 2369 of the Italian Civil Code, the shareholders' meeting, whether ordinary or extraordinary, is called for in a single date, unlessotherwise provided for in the notice of call.

The same notice may set another date for a possible second calling of the meeting, and, where allowed by law, also the date for a third callingof call must

indicate the date, the time and place of the meeting as well as the list of matters to be discussed and further information required by current laws and regulations.

The ordinary shareholders' meeting must be called at least once a year, within one hundred twenty days of the end of the financial year or, when specific legal requirements are met, within one hundred eighty days of the end of the financial year.

The Directors shall set out the reasons for the delay in the report drawn up in accordance with Article 2428 of the Italian Civil Code.

The extraordinary shareholders' meeting can create classes of shares carrying different rights from the ordinary ones. More specifically, it is possible to issue preference shares which enjoy preferential treatment in the distribution of earnings and repayment of capital.

In addition, the companyCompany is entitled to issue bearer or registered bonds in the manner and form allowed by these Articles of Association and by the law.

Art. 10 = Both ordinary and extraordinary shareholders' meetings may be held with the sole participation of the proxy agent appointed by the Company

("rappresentante designato") pursuant to Art. 135-undecies TUF, where

permitted by and in accordance with the laws and regulations in force at the time, according to the provisions of the notice of call. Attendance rights and

exercise of voting rights during the shareholders' meeting are governed by law