Zignago Vetro S p A : Directors' Report on the Agenda Shareholders' Meeting 28 04 23

DIRECTORS' REPORT

in accordance with Article 125-ter of Legislative Decree 58/1998 and Articles 84-ter and 73 of the regulation adopted with Consob motion No. 11971 of 1999

The Ordinary Shareholders' Meeting of Zignago Vetro S.p.A. is called at the Company's registered office in Fossalta di Portogruaro (VE), Via Ita Marzotto No. 8, for 28 April 2023 (first call) and, if necessary, for 4 April 2023 (second call)

Issuer: Zignago Vetro S.p.A.

Website:www.zignagovetro.com

ZIGNAGO VETRO S.p.A.

Registered office Fossalta di Portogruaro (VE) Via Ita Marzotto, 8

Share capital Euro 8,932,000.00, subscribed and paid-in for Euro 8,926,308.00

Tax and Venice Companies Registration Office No.: 00717800247

Proposals to the Shareholders' Meeting

The Shareholders' Meeting of Zignago Vetro S.p.A. is to be held at the Company's registered office in Fossalta di Portogruaro (VE), via Ita Marzotto No.8, on 28 April 2023, at the time of 11.30AM in first call and, on 4 May 2023 in second call, at the same location and time.

(Directors' Report prepared in accordance with Article 125-ter of Legislative Decree 58/1998 and Articles 84-ter and 73 of the regulation adopted with Consob motion No. 11971 of 1999)

• 1) Annual Financial Statements for the year ended 31 December 2022, Directors' Report, Board of Statutory Auditors' Report and Independent Auditors' Report. Presentation of the Consolidated Financial Statements at 31 December 2022 and of the Non-Financial Statement.

• 2) Motions on the allocation of the net profit

Dear Shareholders,

The financial statements for the year ended 31 December 2022, which we present for your approval, report revenues in 2022 of Euro 356,390,944, up 30.6% on Euro 272,828,088 in 2021.

The profit of Euro 62,383,251, permits us to propose the distribution of a dividend of Euro 0.60 for each of the ordinary shares at 15 March 2023 (excluding treasury shares held by Zignago Vetro S.p.A. at 15 March 2023), for a total amount of Euro 53,260,686.00, corresponding to approx. 61.5% of the consolidated profit, with dividend coupon date No. 17 of 15 May 2023 (ex date), record date of 16 May 2023 and pay-out on 17 May 2023.

We also present the Consolidated Financial Statements for the year ended 31 December 2022 which, although not requiring approval by the Shareholders' Meeting, comprises additional information to the Financial Statements of Zignago Vetro S.p.A..

In 2022, the Group company markets continued to feature strong demand across all sectors and particularly in Europe for Beverages and Food and in the US and China for Cosmetics and Perfumery, particularly in the skincare and fragrance sectors.

This development has resulted in a certain degree of supply challenges throughout Europe, as a result both of reduced availability due to the shutdown of a number of plant as a consequence of the Russian-Ukrainian conflict, and of a sharp increase in production costs - and particularly of energy and raw materials.

Against this backdrop, all Group Companies saw significant revenue growth, driven mainly by the price effect.

2022 was the year dedicated by the UN to glass, to celebrate its thousand-year history and unparalleled qualities. It was a year in which an appreciation for glass certainly grew even more among both producers and consumers, demonstrating the general public's increasing awareness and affinity for this extraordinary material as an excellent choice for packaging, in view of its singular characteristics of healthiness, sturdiness, conservation, recyclability and sustainability.

The Group reports a good increase in revenues (+30%), driven by volumes, and also of the margin: Zignago Vetro Group EBITDA totalled Euro 162.2 million - a 25.3% margin - and up 24.5% on 2021. The profit was Euro 86.6 million (13.5% margin, +44.3% on 2021).

The financial and capital base is well balanced, with a low risk profile. The debt has increased following the significant investments made, higher than 2021.

In consideration of the results above and the information disclosed in the Financial Statements for the year ended 31

December 2022 which you are called to approve and in the Directors' Report in the Consolidated Financial Statements at 31 December 2022, we present for your approval the following

proposed motion

Proposed motion on point 1

"The Shareholders' Meeting of Zignago Vetro S.p.A., noting the Directors' Report, the Board of Statutory Auditors'

Report and the Independent Auditors' Report, and having reviewed the Financial Statements for the year ended 31

December 2022,

resolves

•  to approve the Financial Statements for the year ended 31 December 2022, which report a Net Profit of Euro 62,383,251.45, as presented by the Board of Directors and the related Directors' Report;

Proposed motion on point 2

"The Ordinary Shareholders' Meeting of Zignago Vetro S.p.A.,

- having approved the Statutory Financial Statements at 31 December 2022 and the Directors' Report,

- having noted the contents of the Board of Statutory Auditors Report and the Independent Auditors'

Report, having approved the Statutory Financial Statements at 31 December 2022; resolves

•  to allocate the Net Profit of Euro 62,383,251.45 as follows: for Euro 53,260,680.00 as dividend, as Euro 0.60 for each of the 88,767,810 entitled shares (excluding the treasury shares held by Zignago Vetro S.p.A. at 15

  March 2023);

  for Euro 25,261.60 to the "Legal" Reserve; for Euro 9,097,303.85 to "Retained earnings";

•  the payment of a dividend of Euro 0.60, before any withholding taxes, for each of the 88,767,810 entitled ordinary shares (excluding the treasury shares held by Zignago Vetro S.p.A. at the date of the Shareholders'

  Meeting), with coupon No. 17 of 15 May 2023 (ex date), record date of 16 May 2023 and pay-out of 17 May 2023. The payment will be made through the authorised intermediaries through which the shares are registered on the Monte Titoli System;

•  to authorise the Chairperson of the Board of Directors, where the number of treasury shares is modified before the dividend coupon date:

  - to allocate the amount of the dividend relating to any treasury shares acquired to the Extraordinary Reserve; - to reduce the Extraordinary Reserve for the amount of dividends on any treasury shares sold."

• 3) Remuneration Policy and Report: approval of the "Remuneration Policy 2022" contained in Section I, pursuant to Article 123-ter, paragraph 3-bis of Legislative Decree No. 58/98;

• 4) Remuneration Policy and Report: consultative vote on the "Fees paid in 2022" reported in Section II, pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58/98;

Dear Shareholders,

We submit for your approval the Remuneration Report in accordance with Article 123-ter of the CFA and Article 84- quater of the Issuers' Regulation, which will be published in accordance with law. The remuneration report is broken

down into two sections, which respectively illustrate: (i) the remuneration policy of the company for members of the Board of Directors and Board of Statutory Auditors, general managers and the senior executives, with regard at least to the subsequent year and the procedures utilised for the adoption and implementation of these policies; and (ii) each of the items which comprise the remuneration of the members of the Board of Directors, Board of Statutory Auditors, the general managers and the senior executives, in addition to the fees paid in any regard in the previous year.

Given that stated previously, and while reference should be made to the remuneration report for further details, we submit, in line with the provisions with Article 123-ter, paragraph 6 of the CFA

For your approval the following

proposed motion

Proposed motion on point 3

"The Shareholders' Meeting of Zignago Vetro S.p.A.,

• • noting the Remuneration Report prepared by the Board of Directors and in accordance with Article 123-ter of the Consolidated Finance Act and Article 84-quater of the Issuers' Regulation,

• • having examined in particular the "first section" concerning the policy of the company in relation to the remuneration of members of the Board of Directors, of General Managers and of Senior Executives and the procedures utilised for the adoption and implementation of this policy,

• • considering the Self-Governance Code of listed companies, to which the Company complies, resolves

•  to approve the first section of the remuneration report prepared in accordance with Articles 123-ter of Legislative Decree 58/1998 (as subsequently amended and supplemented) and Article 84-quater of the Issuers' Regulation.

Proposed motion on point 4

"The Shareholders' Meeting of Zignago Vetro S.p.A.,

• • having reviewed the second section of the Remuneration Policy and Report as provided for in Article 123-ter, paragraph 4, of the CFA, prepared by the Board of Directors on the proposal of the Appointments and Remuneration Committee, containing an illustration, by individual for the members of the administration and control boards and the general managers and in aggregate form for the senior executives, of each of the items that make up the compensation and remuneration paid during the financial year and made available to the public in the manner and within the time limits prescribed by the regulations in force,

  resolves

•  to approve the second section of the remuneration report prepared in accordance with Articles 123-ter of Legislative Decree 58/1998 (as subsequently amended and supplemented) and 84-quater of the Issuers' Regulation; and

5) Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where not utilised, of the previous Shareholders' Meeting motion of 28 April 2021.

(Report as per article 73 and Attachment 3A of Consob Resolution No. 11971 of May 14, 1999 and subsequent modifications and integrations)

Dear Shareholders,

the Shareholders' Meeting of 29 April 2022 authorised the Company to purchase treasury shares for a period of 18 months from the date of the motion, as well as to hold such shares without time limit.

At 15 March 2023, the company held 495,270 treasury shares in portfolio (0.55% of the share capital), whose purchase price is Euro 3.34 million.

With the validity of the above authorisation expiring on 29 October 2023, in order to avoid calling a specific shareholders' meeting on the expiry of the authorisation and given that this proposal is in line with the practices undertaken by the majority of listed companies, we consider it appropriate to propose a new authorisation for the purchase and utilisation of treasury shares pursuant to Articles 2357 and thereafter of the civil code, and the revocation of the previous authorisation approved by the Shareholders' Meeting.

The reasons and procedures for the purchase and utilisation of treasury shares for which the authorisation is requested are outlined below.

(A) Reasons for the authorisation to purchase and utilise treasury shares

In line with the aims purposes of Article 5, paragraph 2 of Regulation (EU) No. 596/2014 of the European Parliament and Council of April 16, 2014, authorisation is also requested for the possible utilisation of treasury shares for potential compensation plans based on the allocation of financial instruments (stock option plans) for Executive Directors, employees, including Executives, and advisors of the Company and of subsidiary companies, or for the issue of convertible bonds into shares of the Company.

Authorisation is also requested to effect a stabilisation of share price movements against market anomalies, improving share liquidity, in full compliance with applicable legislation and with Article 5, paragraph 4 of Regulation (EU) No. 596/2014 of the European Parliament and Council of April 16, 2014.

The purchase of treasury shares may also represent an efficient use of company liquidity, and the shares may be used as payment in acquisitions and public share exchange offers.

It is also proposed to the Shareholders' Meeting to simultaneously authorise the Board of Directors to utilise shares which may be acquired, in addition to the shares already held in portfolio considering that this provides an important instrument of management and strategic flexibility.

(B) Maximum number and nominal value of the shares relating to the authorisation

At the date of the present Report, the share capital of the Company is Euro 8,932,000, subscribed and paid-in for Euro 8,926,308, comprising 89,263,080 ordinary shares, with a nominal value of Euro 0.10 each.

At the same date, the Company holds 495,270 treasury shares, equal to 0.55% of the share capital. The subsidiary companies do not hold shares in the Company.

The purchases for which authorisation is requested, pursuant to Article 2357, third paragraph, of the civil code, may not have a total nominal value, including any shares held at the current date by the Company and its subsidiaries, exceeding 20% of the entire share capital. The subsidiaries of Zignago Vetro will be informed promptly of any purchases of Zignago Vetro shares in order to ensure compliance with the limits and conditions as per Article 2359 bis of the Civil Code.

The amount paid or received for the sales/purchase operations of the treasury shares will be recorded directly in Net Equity on the basis of International Accounting Standard "IAS 32" and, in any case, they will be recorded in accordance with applicable legislation.

(C) Duration of authorisation

The proposal provides that the shares may be acquired within a period of 18 months from the date of the Shareholders' Meeting motion, while the authorisation to utilise such shares is without time limit.

(D) Procedures for the purchase and sale of shares

The purchase price of shares may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation.

The sales price of shares may not be 20% above or below the share price recorded on the Stock Exchange in the trading day prior to each operation. These price limits will not be applied where the sale of shares is to employees, including Executives, Executive Directors and consultants of Zignago Vetro and its subsidiaries as part of stock option incentive plans.

.

(E) Method for the purchase and sale of shares

the purchase of shares will be made in compliance with the current regulations for listed companies and thus in accordance with Article 5, Regulation EC 596/2014, Article 3 of the Delegated Regulation (EC) 2016/1052, Article 132 of Legs. Decree No. 58/98 and successive amendments and supplements, and Article 144-bis of the Issuers' Regulation, as well applicable regulation;

The shares may be sold, even before the completion of purchases, in one or more tranches, in regulated and/or non regulated markets, or over the counter, or through an offer to the public and/or to shareholders, institutional placement, a placement of warrants, or for consideration in acquisitions and share exchange offers.

From the date of the shareholders' meeting motion, the previous authorisation by the Shareholders' Meeting of 29 April 2022 for the purchase and utilisation of treasury shares shall be considered revoked for the part not utilised. Considering that stated above, we present for your approval the following