Key information as per articles 122 of the CFA and 130 of the See Attachment View research

KEY INFORMATION (THE "KEY INFORMATION") AS PER ARTICLES 122 OF LEGISLATIVE DECREE No. 58 OF FEBRUARY 24, 1998 (THE "CFA") AND 130 OF THE REGULATION ADOPTED WITH CONSOB MOTION No. 11971 OF MAY 14, 1999 (THE "ISSUERS' REGULATION")

Introduction

On October 27, 2021, as part of a structured transaction (generally the "Transaction") concerning, among other matters, the purchase of 63.13% of the share capital of La Doria S.p.A., with registered office in Angri, Via Nazionale No. 320, Salerno Companies Registration Office, Tax and VAT No. 00180700650 (the "Company" or "La Doria") and the consequent launch of a mandatory public tender offer on all of the shares issued by La Doria, in accordance with the CFA, the enacting regulations of the CFA and all other applicable legal provisions (the "Offer"), the following agreements were signed:

• a purchase agreement (the "Purchase Agreement") between Amalfi Holding S.p.A. (hereafter, "BidCo" or the "Purchaser"), whose share capital is indirectly held by the Investindustrial VII L.P. fund (as outlined in greater detail herein), and the Ferraioli Family (the "Sellers"), concerning the purchase of 63.13% of the share capital of La Doria (the "Purchase"), in addition to the interim management of the Group companies (the "Interim Period Commitments") during the period between the date of the signing of the Purchase Agreement and the execution of the Purchase (the "Closing"); in particular, the Purchase Agreement stipulates that BidCo acquires (i) 210,062 ordinary La Doria shares, accounting for 0.67% of the share capital of the Issuer, from Antonio Ferraioli and Andrea Ferraioli Senior and (ii) 100% of the investments held by the Sellers in certain family holding companies (the "Ferraioli Holdings"), who overall hold 62.46% of the share capital of La Doria;
• an investment agreement (the "Investment Agreement") between Amalfi Invest Opportunities S. à r.l. (hereafter, "HoldCo"), whose share capital is indirectly held by the Investindustrial VII L.P. fund (as outlined in greater detail herein), and Messrs. Antonio Ferraioli, Rosa Ferraioli, Andrea Ferraioli Senior, Giovanna Ferraioli, Iolanda Ferraioli, Raffaella Ferraioli and Teresa Maria Rosaria Ferraioli, concerning, among others : (i) the capitalisation commitments of BidCo and of Amalfi Invest S.p.A. (hereafter "TopCo"), a company wholly owned by HoldCo, also through the reinvestment by Antonio Ferraioli and Rosa Ferraioli (hereafter, the "Reinvestors") and Andrea Ferraioli Senior, Giovanna Ferraioli, Iolanda Ferraioli, Raffaella Ferraioli and Teresa Maria Rosaria Ferraioli (hereafter the "Additional Investors") in the share capital of TopCo, and (ii) the commitments of each party in relation to the launch by BidCo, following the execution of the Purchase, of the Offer, with the objective of the withdrawal from listing of the company shares from the Euronext Milan (the "Delisting").
  A model shareholders' agreement was annexed to the Investment Agreement, governing (i) the development of the corporate and financial structure of Ferraioli Holdings, of the company resulting from the merger by incorporation of Ferraioli Holdings into a newly incorporated company or into one of the Ferraioli Holdings companies (the "Holding Company Resulting from the Merger"), of BidCo and of the company, (ii) the reciprocal rights and obligations concerning the corporate governance of TopCo, of Ferraioli Holdings, of the Holding Company Resulting from the Merger, of BidCo and of the company, in addition to (iii) the system to circulate the shares of TopCo, BidCo, of Ferraioli Holdings and of the Holding Company Resulting from the Merger and, on the basis of the outcome of the Offer and of the subsequent merger, of the company (the "Model Shareholder Agreement").
  As per the Investment Agreement, on Closing the parties will enter into a shareholders' agreement in a substantive sense which shall be concluded in the future on the basis of the Model Shareholders' Agreement (the "Shareholders' Agreement").
  Therefore, it should be noted that the agreements set out in the Model Shareholders' Agreement will only come into force once the Shareholders' Agreement has been signed.

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It is also announced that on October 26, 2021, the parties to the shareholders' agreement currently in place on La Doria agreed to terminate - effective as of the Closing date and subject to it - the shareholders' agreement between them in place signed on July 28, 2020 and disclosed to the public in accordance with law.

The key information (the "Key Information") regarding the shareholders' agreements referred to in the Purchase Agreement, with particular regard to the Interim Period Commitments, the Investment Agreement and the Model Shareholders' Agreement (the "Shareholders' Agreements") are outlined below.

1. Type of shareholder agreement

The Purchase Agreement, the Investment Agreement and the Model Shareholders' Agreement contain significant agreements as per Article 122, paragraph 1 and paragraph 5 of the CFA, which are acknowledged in this Key Information Document.

2. Companies whose financial instruments are covered by the Shareholders' Agreements

The company with listed shares covered by the Shareholders' Agreements is La Doria S.p.A.,a joint stock company, with registered office in Angri (SA), Via Nazionale No. 320, Salerno Companies Registration Office, Tax and VAT No.: 00180700650 with approved share capital of Euro 46,810,000.00, comprising 31,000,000 ordinary shares, of a nominal value of Euro 1.51 each, listed on the Euronext Milan, organised and managed by Borsa Italiana S.p.A., Euronext STAR Milan segment.

As outlined in greater detail at Paragraph 6 below, the Shareholders' Agreements concern in addition (i) the Ferraioli Holdings, (ii) the Holding Company Resulting from the Merger, (iii) TopCo and (iv) BidCo.

3. Voting rights concerning the total number of shares conferred

The Shareholders' Agreements relating to La Doria bind all the shares of La Doria currently held by the Sellers (directly or through Ferraioli Holdings), amounting to 19,571,000 ordinary shares, representing a total of 63.13% of the Company's share capital and 64.041% of the related voting rights.

Holding Company/Natural		# shares held in LD			% of share capital		% of voting rights (net of
Person					treasury shares)
Holding Antonio Ferraioli S.r.l.	3,151,301	10.165%	10.311%
Holding Andrea Ferraioli I S.r.l.	1,860,000	6.000%	6.086%
Holding Andrea Ferraioli II S.r.l.	930,000	3.000%	3.043%
Andrea Ferraioli shares	169,062	0.545%	0.553%
Holding Rosa Ferraioli S.r.l.	2,684,491	8.660%	8.784%
Holding Iolanda Ferraioli S.r.l.	2,684,088	8.658%	8.782%
Holding Giovanna Ferraioli S.r.l.	2,683,686	8.657%	8.781%
Holding Raffaella Ferraioli S.r.l.	2,683,686	8.657%	8.781%
Holding Rosaria Ferraioli S.r.l.	2,683,686	8.657%	8.781%
Antonio Ferraioli shares	41,000	0.13%	0.13%
Total shares	19,571,000		63.13%	64.04%

The Shareholders' Agreements will extend to any ordinary shares of the Company that may be held by the parties referred to in paragraph 4 below following the Offer and in general to the Transaction as a whole.

• This shareholding percentage takes into account the suspension of voting rights with regard to the 437,401 treasury shares held by the Company.
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It should be noted that as of the date of this Key Information document, none among BidCo, TopCo or HoldCo hold shares in La Doria.

4. Parties to the Shareholders' Agreements

Purchase Agreement

The parties to the Shareholders' Agreements referred to in the Purchase Agreement are:

• Amalfi Holding S.p.A., a company under Italian law, with registered office in Milan, Via Alessandro Manzoni 38, enrolled in the Milan Monza Brianza Lodi Companies Register at number 12060120966;
• Mr. Andrea Ferraioli Senior, born in Angri (SA), on 31/08/1957, tax code FRRNDR57M31A294J;
• Mr. Antonio Ferraioli, born in Angri (SA), on 15/04/1954, tax code FRRNTN54D15A294J;
• Ms. Giovanna Ferraioli, born in Angri (SA), on 14/01/1953, tax code FRRGNN53A54A294B;
• Ms. Iolanda Ferraioli, born in Angri (SA), on 13/04/1959, tax code FRRLND59D53A294G;
• Ms. Raffaella Ferraioli, born in Angri (SA), on 01/11/1955, tax code FRRRFL55S41A294G;
• Ms. Rosa Ferraioli born in Angri (SA), on 17/10/1951, tax code FRRRSO51R57A294S;
• Ms. Teresa Maria Rosaria Ferraioli, born in Naples (NA), on 05/02/1964, tax code FRRTSM64B45F839J.

It should be noted that the share capital of Amalfi Holding S.p.A. (i.e. BidCo) is wholly owned by Amalfi Invest S.p.A. (i.e. TopCo); in turn, the share capital of TopCo is wholly owned by Amalfi Invest Opportunities S.à r.l. (i.e. HoldCo); in turn, the share capital of HoldCo is wholly owned by Amalfi Invest Participations S.à r.l. ("Lux TopCo"). The share capital of Lux TopCo is wholly owned by Investindustrial VII L.P., which is currently managed independently by Investindustrial Advisors Limited, a limited company incorporated under the laws of England and Wales on June 2, 1977, with registered office at 16 Palace Street, London, SW1E 5JD (United Kingdom), registered with the relevant companies register at number 01316019 and authorised by the Financial Conduct Authority as the investment manager of Investindustrial VII L.P. Therefore, Investindustrial Advisors Limited manages, on a discretionary basis, the investments of Investindustrial VII L.P.

Investment Agreement and Model Shareholders' Agreement

The Model Shareholders' Agreement includes, while the Shareholders' Agreement will bind them, the same parties as the Investment Agreement, i.e.:

• Amalfi Invest Opportunities S. à r.l. , a company incorporated under Luxembourg law, with registered office at Avenue Monterey 23, L-2163, Luxembourg, enrolled in the Luxembourg Companies Register at number B248432;
• Mr. Antonio Ferraioli, as described above;
• Ms. Rosa Ferraioli, as described above;
• Mr. Andrea Ferraioli Senior, as described above;
• Ms. Giovanna Ferraioli as described above;
• Ms. Iolanda Ferraioli, as described above;
• Ms. Raffaella Ferraioli, as described above; and
• Ms. Teresa Maria Rosaria Ferraioli, as described above.

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5. Party exercising control as per Article 93 CFA

At the issue date of this Key Information Document, none of the parties to the Shareholders' Agreements is able, individually, to exercise control over the Company.

However, subsequent to the Closing, BidCo will own 19,571,000 ordinary shares of the Company representing, in total, 63.13% of the current share capital of La Doria and 64.04% of the related voting rights and, therefore, in view of that stated by Paragraph 4 above, as per Article 93 of the CFA, Investindustrial Advisors Limited will indirectly exercise control over La Doria.

This indirect control of Investindustrial Advisors Limited over La Doria will continue also following completion of the Offer.

6. The Shareholders' Agreements contained in the Purchase Agreement, the Investment Agreement and the Model Shareholders' Agreement

6.1 The Shareholders' Agreements referred to in the Purchase Agreement

As is customary for these types of transactions, the Purchase Agreement provides for interim management clauses during the period between the date of signing the Purchase Agreement and the date of execution of the Purchase (hereinafter, respectively, the "Interim Period" and the "Interim Period Commitments ").

6.1.1 Interim Period Commitments relating to the Company

During the Interim Period, each Seller has undertaken, within the scope of their responsibility, to ensure that the operations of the Company and each subsidiary (the "LD Group") is managed in accordance with ordinary and prudent management criteria, consistent with past practice, in compliance with the obligations undertaken and in line with the respective annual business plan and budget.

In particular, the Sellers, within the scope of their responsibility, have agreed that each company in the LD Group shall not perform any of the following acts or transactions without the prior written consent of the Purchaser:

1. any amendment of its by-laws;
2. issue of shares, quotas, bonds or other financial instruments convertible into shares or quotas, or of rights to instruments, shares or quotas of any company of the LD Group, or purchase, redemption or cancellation of own shares or quotas;
3. distribution of dividends or reserves;
4. acquisition or disposal, in any form, of shareholdings, companies, business units, other property or securities, with a value exceeding Euro 500,000.00 (five hundred thousand/00) per individual transaction, or Euro 3,000,000.00 (three million/00), as an aggregate for the entire Interim Period;
5. entering into, amending or terminating any contract with related parties;
6. assumption or granting of loans for an amount exceeding Euro 1,000,000.00 (one million/00), per individual loan, and Euro 5,000,000.00 (five million/00) as an aggregate for the entire Interim Period, per individual LD Group company (with the exclusion, in any event, of the assumption of loans intended to replace existing or maturing loans and at conditions that are substantially in line with those of the loans to be replaced); early repayment of existing loans for an amount exceeding Euro 1,000,000.00 (one million/00), except in the cases of refinancing described above;
7. the granting of guarantees and/or the establishment of encumbrances in relation to the assets or receivables of any company in the LD Group, with the exception of the granting of guarantees and the establishment of encumbrances carried out as part of ordinary operations and in accordance with past

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practice; the issuing of guarantees in favour of or in the interest of third parties;

1. execution of capital investments (capex) or operating expenses (opex) in excess of that set out in the approved budget or business plan by more than Euro 1,000,000.00 (one million/00), per individual investment, and Euro 5,000,000.00 (five million/00) as an aggregate for the entire Interim Period, subject to the exceptions set out in the Purchase Agreement;
2. payment of remuneration, bonuses or extraordinary benefits of any kind to, or amendment of the terms and conditions of the relationship currently in place with, directors and/or executives, with the exception of end-of-year bonus payments in line (also with respect to the relative amount) with recent past practice of the respective LD Group company;
3. change in accounting standards applied, or previous accounting procedures and/or practices, and/or, except for any changes required by applicable law;
4. liquidation, dissolution, mergers, spin-offs, conversions, and/or any corporate restructuring; and
5. the assumption of commitments, in any form whatsoever, in relation to the performance of the above acts and transactions.

In addition, as per the Purchase Agreement, the Sellers have agreed that:

1. within 5 working days from the date of signing of the Purchase Agreement, the letters of resignation of all the directors of the Company are delivered to the Company in original and to the Purchaser in copy;
2. by November 30, 2021, a shareholders' meeting of the Company is called, to be held on a date prior to the Closing, in order to appoint the new members of the Board of Directors of the Company to replace the resigning members of the Board of Directors as per point (i) above, in accordance with the agreements between the parties (as per the Model Shareholders' Agreement, see Section 6.3 below);
3. by the Closing (and no earlier than December 16, 2021), the shareholders' meeting of the Company will be validly held and that it will resolve, with effect subject to the completion of the Purchase, to appoint the directors of the Company to replace the resigning directors referred to in point (i) above, in accordance with the agreements between the parties (as per the Model Shareholders' Agreement, see Section 6.3 below).

6.2 The Shareholders' Agreements referred to in the Investment Agreement

The main contents of the Shareholders' Agreements provided for in the Investment Agreement are described below.

In particular, the Investment Agreement relates to (i) the commitments to capitalise TopCo and BidCo including through reinvestment by the Reinvestors and the Additional Investors in the share capital of TopCo, and the cooperation obligations in connection with their financing; and (ii) the commitments of each party in connection with the Offer.

For ease of understanding, reference is made for each of the assumptions summarised herein to the corresponding provisions of the Investment Agreement filed with the Salerno Companies Register on October 29, 2021.

6.2.1 The capitalisation commitments of TopCo and BidCo and the reinvestment

I. Financial requirements related to the Offer (see Article 14 of the Investment Agreement)

1. Mutual acknowledgement by the Parties that the maximum overall financial requirement relating to the payment of the countervalue of the Offer is Euro 188,578,500.00 (the "Maximum Outlay"), which BidCo

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