La Doria S p A : Key information concerning Shareholders' agreement among Amalfi Invest Opportunities s.àr.l., Reinvestors and additional Investors as per Articles 122 of Leg. Decree 58/1998 and 130 of the Issuers’ Regulation

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")

The following key information is an update, as per Article 131 of the Issuers' Regulation, on the key information published on October 30, 2021.

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 stipulated 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 (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"), stipulating that, on Closing, the parties sign a shareholder agreement in substance and as an agreement to be concluded in the future on the basis of the Model Shareholder Agreement.

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On January 31, 2022, the Purchase Agreement and the Investment Agreement were entered into. Therefore (i) BidCo became the owner, directly and indirectly, of 63.13% of the share capital of La Doria; (ii) the shareholder agreement was signed substantially in accordance with the Model Shareholder Agreement (the "Shareholder Agreement"); (iii) BidCo declared the fulfilment of the legal requirements for the promotion of the Offer by means of an announcement as per Article 102 of the CFA and (iv) following the Closing, the Interim Period Commitments (as defined in the Purchase Agreement) have concluded.

The key information (the "Key Information") regarding the shareholders' agreements referred to in the Investment Agreement and the Shareholders Agreement (the "Shareholders' Agreements") are outlined below.

1. Type of shareholder agreement

The Investment Agreement and the 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 19,571,000 ordinary shares of La Doria held, subsequent to the Purchase, by BidCo directly (210,062 shares) and indirectly through Ferraioli Holdings (19,360,938 shares), representing a total of 63.13% of the Company's share capital and 64.041% of the related voting rights.

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.

4. Parties to the Shareholders' Agreements

Investment Agreement

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

• 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;

• 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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• 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.

The share capital of Amalfi Invest Opportunities S. à r.l. is wholly-owned by Amalfi Invest Participations S.à r.l. ("Lux TopCo").

The share capital of Lux TopCo is held for 92% 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. ("IAL"). Therefore, Investindustrial Advisors Limited manages, on a discretionary basis, the investments of Investindustrial VII L.P. The remaining 8% of the share capital of Lux TopCo is held by passive co-investors, a number of whom are considered as affiliates of Investindustrial Advisors Limited, in accordance with the IAL governing law.

Shareholders' Agreement

The parties belonging to the Shareholders' Agreements are:

• 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;
• Passione S.r.l., a company incorporated under Italian law, with registered office at Via della Chiusa 15, Milan, tax and Milan Companies' Registration Office No. 12188280965; the share capital of Passione S.r.l. is held by: (i) Gabriella Anna Ferraioli (33%); (ii) Diodato Ferraioli (33%); (iii) Andrea Ferraioli Junior (33%); and (iv) Antonio Ferraioli (the remaining 1%).
• Impegno S.r.l.; a company incorporated under Italian law, with registered office at Via della Chiusa 15, Milan, tax and Milan Companies' Registration Office No. 12188290964; the share capital of Impegno S.r.l. is held by: (i) Enzo Diodato Lamberti (for 50.9%); (ii) Giovanna Lamberti (for 48.9%); and (iii) Rosa Ferraioli (for the residual 0.2%).
• Hiofer S.r.l., a company incorporated under Italian law, with registered office at Via della Chiusa 15, Milan, tax and Milan Companies' Registration Office No. 12147000967; the share capital of Hiofer S.r.l. is held by Iolanda Ferraioli.
• Mr. Andrea Ferraioli Senior, as described above;
• Ms. Giovanna Ferraioli as described above;
• Ms. Raffaella Ferraioli, as described above; and
• Ms. Teresa Maria Rosaria Ferraioli, as described above.

5. Party exercising control as per Article 93 CFA

At the date of this Key Information Document, BidCo, through the Purchase, became the holder of 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 indirectly exercises control over La Doria.

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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 Investment Agreement and the Shareholders' Agreement

6.1 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.

6.1.1 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 shall bear, together with the charges and costs relating to the Offer (the "Costs of the Offer" and, together with the Maximum Outlay, the "Overall Requirement ") by means of the funds made available to TopCo - for the portion not financed through the bank loan to be disbursed in favour of BidCo (the "BidCo Loan") - by HoldCo, the Reinvestors and the Additional Investors, in accordance with the procedures indicated at letter (b) below.
2. Provision of the Overall Requirement to BidCo as follows: (i) for a maximum portion equal to the amount of the BidCo Loan that is effectively utilisable at any given time (also taking into account the debt-to- equity ratios agreed therein), by means of BidCo calling on the funds available pursuant to the BidCo Loan; and (ii) for the remaining portion, by means of capital contributions by TopCo, based on the funds that will be made available to the latter by HoldCo, the Reinvestors and the Additional Investors in accordance with the subscription and payment commitments described at Point II below.
3. Making available to BidCo by TopCo the capital contributions received from HoldCo, the Reinvestors and the Additional Investors, as well as the BidCo Loan, in accordance with the provisions of Item II below.

II. Capitalisation of TopCo and BidCo (see Article 15 and Article 16 of the Investment Agreement)

1. Commitment of the Parties to ensure that, in time to proceed with the transactions described for the purposes of the settlement of the Offer, the following are approved:
2. • an increase in TopCo's capital, on a divisible basis and in cash in an amount (including share premium) equal to the Overall Requirement (the "TopCo Capital Increase for the Offer"), reserved for subscription by HoldCo in an amount not to exceed 65% of the Overall Requirement, by the Reinvestors in an amount not to exceed 30% of the Overall Requirement and by the Additional Reinvestors in an amount not to exceed 5% of the Overall Requirement; and
   • an increase in BidCo's capital, on a divisible basis and in cash, in an amount (including share premium) equal to the Overall Requirement, through issuing ordinary shares of BidCo, which will be fully

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subscribed and paid in by TopCo in one or more tranches (the "BidCo Capital Increase for the Offer").

1. Making available to TopCo the portion of the Overall Requirement, taking into account the amount available for this purpose under the BidCo Loan, entirely in cash by the second trading day prior to the First Payment Date (as defined below).
2. Where, subsequent to the First Payment Date but before 6 months have elapsed since the closing of the Offer, further purchases of shares of the Company are made, the necessary additional portion of the Overall Requirement, taking into account the amount available for this purpose under the BidCo Loan, shall be placed in the portions indicated pursuant to (a) above through the subscription and payment of further tranches of the TopCo Capital Increase for the Offer.
3. With particular reference to TopCo's obligation to subscribe to and pay into the BidCo Capital Increase for the Offer, the parties to the Investment Agreement have undertaken that: (i) by the second trading day prior to the First Payment Date, TopCo shall pay to BidCo the necessary portion of the Overall Requirement to proceed with the payment of the countervalue of the Offer and the Transaction Costs to be paid by BidCo (less the amount made available to BidCo through the BidCo Loan); in addition to (ii) by the second trading day prior to each of the subsequent payment dates for further purchases of shares of the Company, TopCo shall pay to BidCo the necessary portion of the Overall Requirement to proceed with the settlement of the Shares of the Company purchased in execution of such procedures and the related Transaction Costs to be borne by BidCo (less the amount made available to BidCo through the BidCo Loan).

6.1.2 Commitments of the parties in relation to the Offer

I. Filing of the Offer Document and publication of the Offer (see Article 10 of the Investment Agreement)

1. Commitment of the parties to ensure that BidCo, on the Closing date or, at the latest, by the start of trading ("market opening") on the trading day following the Closing, gives notice, as per Articles 102, paragraph 1 of the CFA and 37, paragraph 1 of the Issuers' Regulations, to Consob and the market, of the decision to promote the Offer (the "102 Announcement").
2. Commitment of the parties to ensure that BidCo, within 20 (twenty) days of the 102 Announcement, submits to Consob the "offer document" pursuant to Articles 102, paragraph 3, of the CFA and 37-ter of the Issuers' Regulation, in the forms provided for by the applicable legal provisions (the "Offer Document").

II. Standstill pending the Offer(see Article 11 of the Investment Agreement)

Commitment of the Reinvestors and the Additional Investors: (i) not to make (and not to agree), directly or indirectly, even through the "persons acting in concert", nominee and/or related parties, any purchase of shares of the Company (or financial instruments giving the right to purchase or subscribe them), nor to take any long position with reference to such shares in the period between the date of signing of the Purchase Agreement and 6 (six) months following the closing date of the Offer; and (ii) not to undertake, continue, solicit, discuss, review, negotiate, facilitate any transaction that is incompatible or contrasting with the Offer and/or, in general, with the Transaction. The parties have also agreed that any future purchases of shares of the Company made on behalf of HoldCo shall be made through BidCo and that, where this is not possible, such purchased shares shall thereafter be transferred to BidCo at the same purchase value (in each case at a price per share of the Company not exceeding the Offer Price).

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