B&C Speakers S p A : Download PDF file

B&C Speakers S.p.A.

Registered Office in Bagno a Ripoli, Via Poggiomoro 1 - Loc.tà Vallina

Share Capital Euro 1,100,000.00 fully paid up

Tax code and registration number in the Companies' Register

of Florence 01398890481

Websitewww.bcspeakers.com

REGULATION ON INCREASED VOTING RIGHTS

Approved by the Board of Directors on March 18, 2021

CONTENTS

Summary

............................................................................................................................................................. 1

• 1. DEFINITIONS .................................................................................................................................... 3

• 2. INTRODUCTION ............................................................................................................................... 4

• 3. SPECIAL LIST ..................................................................................................................................... 5

• 4. APPOINTED PERSON TO MANAGE THE SPECIAL LIST ...................................................................... 6

• 5. REGISTRATION IN THE SPECIAL LIST AND ATTAINMENT OF INCREASED VOTING RIGHT ............... 6

• 5.1 Submitting a registration application .......................................................................................... 6

• 5.2 Registration in the Special List .................................................................................................... 7

• 5.3 Obtaining the increased vote ...................................................................................................... 8

• 5.4 Retention of increased voting right ............................................................................................. 8

• 5.5 Extension of the increased voting right ....................................................................................... 9

• 6 CANCELLATION FROM THE SPECIAL LIST ....................................................................................... 10

• 7 CASES FOR LOSS OF ENTITLEMENT ............................................................................................... 11

• 8 COMMUNICATIONS TO THE PUBLIC ............................................................................................. 11

• 8.1 Disclosure of holders of Ownership Entitlement Rights who have obtained registration in the

Special List ............................................................................................................................................. 11

8.2 Change in share capital ............................................................................................................. 12

ANNEX 1 ................................................................................................................................................ 13

Regulation on increased voting rights

2

1. DEFINITIONS

In addition to the terms defined elsewhere in this Regulation, the terms hereunder shall have the following meanings, it being understood that the same meaning applies both in the singular and in the plural:

Shareholders' Meeting: means the Shareholders' Meeting of B&C Speakers S.p.A;

Share(s): the ordinary shares issued by the Company;

Shareholders: the holders of Shares;

B&C Speakers/Company: B&C Speakers S.p.A,

Communication: means the communication to the Issuer by the Intermediary, certifying entitlement to registration in the Special List pursuant to Article 44, paragraph 2 of the Single Post-trading Provision;

Board: means the Board of Directors of B&C Speakers S.p.A;

Ownership entitlement right: means full ownership of a Share with voting rights, bare ownership of a Share with voting rights or beneficial ownership of a Share with voting rights;

Special List or List: means the special list established by the Company pursuant to Article 127- quinquies of the Consolidated Law on Finance and Article 143-quater of the Issuers Regulation;

Issuer or Company: B&C Speakers S.p.A., with registered office in Bagno a Ripoli (FI), at Via Poggiomoro 1;

Appointed person: means the person appointed by the Company to manage the Special List;

Intermediary(ies): an entity authorised to maintain accounts in which Shares and the related transfers are registered, as defined in Article 2, paragraph 1, point m) of the Single Post-trading Provision;

Shareholders' Register: means the Company's register of shareholders specifying, inter alia, the number of Shares, the name and surname of the holders of Shares, and relative transfers and restrictions;

UCI: Undertakings for Collective Investment;

Vesting Period: continuous period of 24 (twenty-four) months from registration in the Special List;

Single post-trading provision: means the joint Bank of Italy/Consob Provision of 13 August 2018 regulating central counterparties, central depositories and centralised administration activities;

Record Date: means the date of entitlement to participate in the Shareholders' Meeting and to exercise the right to participate in the Shareholders' Meeting in accordance with the provisions of the law and regulations in force at the time;

Regulation: means this regulation for the management of the Special List relating to increased voting rights, adopted by the Company's Board of Directors;

Issuers' Regulation: means the regulation adopted by Consob Resolution No. 11971 of 14 May 1999, concerning the regulation of issuers, as subsequently amended and supplemented;

Applicant: a party holding the Ownership Entitlement Right who intends accessing the benefit of the increased vote rights and submits a request for registration in the Special List;

Entitled Party: means the party entitled to vote by virtue of an Ownership Entitlement Right;

Articles of Association: the Issuer's articles of association;

TUF: the Consolidated Law on Financial Intermediation adopted by Italian Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented.

2. INTRODUCTION

On 03 February 2021, the Extraordinary Shareholders' Meeting of the Company amended Article 8 of the Articles of Association by introducing increased voting rights, exercising the option provided for by Article 127-quinquies, paragraph 1 of the Consolidated Law on Finance (TUF).

Pursuant to Article 8 of the current Articles of Association, each Share entitles the holder to a double vote (i.e. two votes per Share) (the "Increased Voting" or the "Increased Vote") if both of the following conditions are met:

• a) the Share has belonged to the same party, by virtue of an Ownership Entitlement Right, for a continuous period of at least 24 (twenty-four) months; and

• b) the recurrence of the condition under (a) is confirmed by the continuous registration, for a period of at least 24 (twenty-four) months, in the special list specifically established and governed by this Regulation (the "Regulation").

On March 18, 2021, the Company's Board of Directors, by virtue of the authority granted to it by the aforementioned Extraordinary Shareholders' Meeting,

(i)has adopted this Regulation in order to regulate the procedures for registration, keeping and updating the Special List, in accordance with applicable law, the Articles of Association and market practice, so as to ensure the timely exchange of information between shareholders, the Company, Appointed Person and Intermediaries; and