Recordati : Directors' Report on item 1 on the agenda – Financial statements approval and allocation of profit

This is an English courtesy translation of the original documentation prepared in Italian language

DIRECTORS' REPORTS ON THE PROPOSALS ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

(29TH APRIL 2022 SINGLE CALL)

Report on item 1 on the agenda of the Ordinary Shareholders' Meeting and related resolution proposal

Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2021; related and consequent resolutions:

• a) Financial Statements as at 31st December 2021;

• b) allocation of the profit for the 2021 financial year.

To Our Shareholders,

We propose that you approve the following resolutions:

"The Ordinary General Meeting of the Shareholders of RECORDATI S.p.A.,

• - having read the Board of Directors' Review of Operations and the Report of the Board of Statutory Auditors, as well as the consolidated non-financial statement;

• - having acknowledged the certification reports of the auditing firm, one of which relating to the separate company financial statements, another to the consolidated financial statements and also the additional report of the auditing firm relating to the consolidated non-financial statement

resolves

• First resolution:

  •  to approve the Board of Directors' Review of Operations;

  •  to approve the separate company financial statements as at and for the year ended 31.12.2021;

• Second resolution:

  •  to distribute to shareholders a dividend of € 1.10 on each ordinary share (with account taken of the interim dividend for the financial year 2021 of € 0.53 per share, and therefore with a balance on that interim dividend of € 0.57 per share), an amount that will be applied to the number of ordinary shares outstanding on the ex-dividend date and therefore excluding treasury stock held in portfolio by the Company on that date and to be drawn (i) for € 219,109,346 from the profits resulting from the separate company financial statements as at and for the year ended 31.12.2021 and (ii) for the excess from the Extraordinary Reserve;

  •  to grant a mandate to the Chairman of the Board of Directors and to the Chief Executive Officer, each individually, to ascertain, in due time, the amount to be distributed, in relation to the final number of shares on which a dividend is paid;

  •  to pay the dividend from 25th May 2022 on coupon No. 29 with ex-dividend date 23th May 2022 and record date 24th May 2022."

*

Milan, 17th March 2022

For the Board of Directors The Chief Executive Officer

Robert Koremans