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

This key information refers to the shareholders' agreement signed on January 31, 2022 between Passione S.r.l. and Impegno S.r.l. regarding La Doria S.p.A. (the "Agreement"), as described below.

On January 31, 2022, Amalfi Holding S.p.A. completed the purchase of a total holding of 63.13% in 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 ("La Doria"), a company with shares listed on Euronext Milan STAR. This transaction took place in execution of the agreements signed on October 27, 2021 and disclosed to the market in accordance with the law.

In the same context:

  • Amalfi Invest Opportunities S.à r.l., Passione S.r.l., Impegno S.r.l., Andrea Ferraioli (Senior), Giovanna Ferraioli, Hiofer S.r.l., Raffaella Ferraioli, Teresa Maria Rosaria Ferraioli have signed a first shareholders' agreement concerning, among other matters: (i) the development of the corporate structure through which the investment in La Doria will be held; (ii) the rights and obligations in relation to corporate governance; (iii) the circulation regime of the equity investments and the exit procedures from the investment. The key information regarding the First Shareholders' Agreement is available at www.gruppoladoria.it;
  • Impegno S.r.l. ("Impegno") and Passione S.r.l. ("Passione") signed the Agreement concerning the methods for the exercise of certain rights jointly granted to them as per the First Shareholders' Agreement, to which this key information refers.
  1. Company whose financial instruments are subject to the Agreement

The Agreement is directly effective with regard to Amalfi Invest S.p.A., with registered office at Via Manzoni 38, Milan, with Milan Companies Registration Office No. 11909130962 ("Topco"), in which the parties to the agreement hold a total of 30% of the share capital.

Topco owns the entire share capital of Amalfi Holding S.p.A., which in turn owns directly and indirectly - through Holding Antonio Ferraioli S.r.l., Holding Andrea Ferraioli I S.r.l., Holding Andrea Ferraioli II S.r.l., Holding Rosa Ferraioli S.r.l., Holding Giovanna Ferraioli S.r.l., Holding Raffaella Ferraioli S.r.l., Holding Rosaria Ferraioli S.r.l. and Holding Iolanda Ferraioli S.r.l. - an equity investment in La Doria equal to 63.13% of the share capital. Therefore, the agreement is also indirectly effective with regard to the above-mentioned companies.

B) Voting rights concerning the shares

Passione has a 16.50% holding in Topco.

Impegno has a 13.50% holding in Topco.

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C) Member parties

The parties to the agreement are:

  • Passione S.r.l., with registered office in Milan, Via della Chiusa No. 15, Milan Companies Office Registration No. 12188280965. Passione is owned by Antonio Ferraioli, Diodato Ferraioli, Gabriella Anna Ferraioli and Andrea Ferraioli, who are not parties to the Agreement;
  • Impegno S.r.l., with registered office in Milan, Via della Chiusa No. 15, Milan Companies Registration Office No. 121882904964. Impegno S.r.l. is owned by Rosa Ferraioli, Enzo Diodato Lamberti and Giovanna Lamberti, who are not parties to the Agreement.

These parties possess the following holdings in Topco.

Member

No. of Topco shares held

no. of Topco shares bound to the

(% of share capital)

agreement

(% of share capital)

(% of shares covered by the

agreement)

Passione S.r.l.

495,000

495,000

(16.50%)

(16.50%)

(55%)

Impegno S.r.l.

405,000

405,000

(13.50%)

(13.50%)

(45%)

None of these parties exercises control over Topco, Amalfi Holding SpA, La Doria or any of the other companies in its chain of holdings.

D) Content and duration of the agreement

The agreement was signed on January 31, 2022 and shall continue until the earlier of: (i) the termination of the First Shareholders' Agreement; and (ii) unless renewed, the fifth anniversary of the signing date (or the third anniversary where La Doria's shares remain listed).

The agreement governs the exercise of the rights jointly attributed to Passione and Impegno as minority shareholders as per he First Shareholders' Agreement, with reference, in particular, to the appointment of minority members of the corporate boards of La Doria and of the companies within the chain of holdings, in addition to the appointment of other persons called upon to provide their services for the purpose of carrying out certain transactions provided for in the First Shareholders' Agreement (such as the appointment of experts).

In relation to such joint rights, the parties have stipulated that, in the event of a disagreement between them, the final decision shall be made, in turn, by one of them, starting with Passione, subject in any event that such decision shall comply with the applicable requirements of the First Shareholders' Agreement with reference to the matter in question.

E) Type of shareholder agreement and other information

The Agreement contains significant agreements as per Article 122, paragraphs 1 and 5 of the CFA.

The Agreement was filed at the Salerno Companies Registration Office.

As per Article 130 of the Issuers' Regulations, this Key Information is published on La Doria's website at the following address www.gruppoladoria.it.

February 4, 2022

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La Doria S.p.A. published this content on 08 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 February 2022 16:51:01 UTC.