Zignago Vetro S p A : Shareholders meeting call notice 2021

ZIGNAGO VETRO S.p.A.

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

Share capital 8,800,000.00 fully subscribed and paid-in

Tax and Venice Companies Registration Office No.: 00717800247

CALL NOTICE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

Those with the right to attend and vote are called to the Ordinary and Extraordinary Shareholders' Meeting at the registered office of the company in Fossalta di Portogruaro (VE), Via Ita Marzotto, 8 on 27 April 2021 at 11AM in first call and on 28 April 2021 at the same time and place in second call, to discuss and vote upon the following

AGENDA

Ordinary session

• 1) Annual Financial Statements for the year ended 31 December 2020, Directors' Report, Board of Statutory Auditors' Report and Independent Auditors' Report.

  • 1.1) Review and approval of Annual Financial Statements for the year ended 31 December 2020, Directors' Report, Board of Statutory Auditors' Report and Independent Auditors' Report.

  • 1.2) Allocation of the profit

• 2) Remuneration policy and report: 2.1 approval of the "Remuneration Policy 2021" contained in Section I, pursuant to Article 123-ter, paragraph 3-bis of Legislative Decree No. 58/98; 2.2 consultative vote on the "Fees paid in 2020" reported in Section II, pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58/98;

• 3) Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where not utilised, of the previous Shareholders' Meeting motion of 28 April 2020

Extraordinary session

1) Proposal to delegate to the Board of Directors the power to increase the share capital against payment in one or more tranches, pursuant to Article 2443 of the Civil Code, with the exclusion of pre-emption rights pursuant to Article 2441, [Paragraphs 5, 6 and 8] of the Civil Code, to be reserved for subscription by the beneficiaries of the 2019-2021 Stock Option Plan. Consequent amendment of Article 5.1 (Share Capital) of the By-Laws;

SHARE CAPITAL AND VOTING RIGHTS

The share capital subscribed and paid-in amounts to Euro 8,800,000.00, comprising 88,000,000.00 ordinary shares, each with a nominal value of Euro 0.10. At the date of the present call notice, the company holds 308,975 treasury shares in portfolio, comprising 0.3511% of the share capital, for which the voting right is suspended. Any change in treasury shares will be communicated at the Shareholders' Meeting.

Each ordinary share assigns the right to one vote at the Shareholders' Meeting (excluding ordinary treasury shares for which the voting right is suspended in accordance with law). However, the Shareholders' Meeting of 28 April 2015 amended Article 8 of the By-Laws, introducing the loyalty shares mechanism, as per Article 127- quinquies of the CFA. In particular, in accordance with the stated Article 7-bis, two votes are assigned to each ordinary Zignago Vetro share held by the same shareholder of the company for a continuous period of at least 24 months, from their registration in a special list, set up and maintained by the company at the registered office. For the list of Shareholders maturing voting and loyalty share voting rights, reference should be made to the websitewww.zignagovetro.com Investors - Governance - Loyalty Shares section.

RIGHT TO ATTEND AND VOTE AT THE SHAREHOLDERS' MEETING

Pursuant to Article 106 of Decree Law No. 18 of 17 March 2020 (converted by Law. No. 27/2020 (the so-called "Cura Italia" Decree), as latterly amended by Decree Law No. 183/2020 (converted with amendments with Law No. 21/2021), attendance at the Shareholders' Meeting by those who have the right to vote is allowed exclusively through the designated agent.

In accordance with Article 83-sexies and Legislative Decree 58/98 (the "CFA") those who have sent to the company the relative communication through an authorised intermediary based on the accounting records on the seventh trading day before the Shareholders' Meeting, therefore 16 April 2021, have the right to attend and vote at the Shareholders' Meeting. Those who hold shares only after 16 April 2021 will not have the right to attend or vote at the Shareholders' Meeting. The Communication of the intermediary must be received by the Company by the end of the third trading day before the Shareholders' Meeting is held in first call (therefore by 22 April 2021). The right to attend and vote at the Shareholders' Meeting remains valid if the communication of the above-stated intermediary is sent to the Company outside the stated time period, although by the beginning of the relative Shareholders' Meeting.

PARTICIPATION AT THE SHAREHOLDERS' MEETING AND ASSIGNING OF PROXY TO THE DESIGNATED AGENT

Pursuant to Article 106 of Decree Law No. 18 of 17 March 2020 (converted by Law. No. 27/2020 (the so-called "Cura Italia" Decree), as latterly amended by Decree Law No. 183/2020 (converted with amendments with Law No. 21/2021), attendance at the Shareholders' Meeting by those who have the right to vote is allowed exclusively through the designated agent.

Consequently, the Company has appointed Computershare S.p.A. - with registered offices in Milan, via Lorenzo Mascheroni No. 19 - to represent the shareholders pursuant to Article 135-undecies of Legislative Decree No. 58/98 and the cited Decree Law (the "Designated Agent"). Those entitled to attend and vote who wish to attend the Shareholders' Meeting must therefore grant the Designated Agent a proxy - with voting instructions - on all or some of the proposed resolutions on the items on the Agenda using the specific proxy form, including electronically, prepared by the Designated Agent in agreement with the Company, available on the Company's websitewww.zignagovetro.com, Investors - Governance - Shareholders' Meeting section, which includes a link to send the procedure.

The proxy form with voting instructions must be submitted following the instructions on the form itself and on the Company's website by the end of the second market day open prior to the Shareholders' Meeting, i.e. by 23 April 2021 for the first call and by 26 May 2021 in second call, and within the same deadline the proxy may be revoked.

The proxy, thus conferred, shall take effect only for those proposals in relation to which voting instructions have been given.

Please also note that the Designated Agent may also be granted proxies or sub-delegations pursuant to Article 135-novies of the Consolidated Finance Act, as an exception to Article 135-undecies, paragraph 4 of Legislative Decree No. 58/98, by following the instructions indicated in the form available on the Company's website at the addresswww.zignagovetro.com,Investors - Governance - Shareholders' Meeting section. Taking into account the current emergency, proxies may be granted by 26 April 2021 for the first call or by 27 April 2021 in case of second call (it being understood that the proxy holder may accept the proxies and/or instructions also after the above-mentioned deadline and before the opening of the meeting). In the same way, those entitled may revoke, within the same deadline, the proxy/sub-delegation and the voting instructions given.

In view of the limitations that may arise due to health requirements, the participation in the Shareholders' Meeting of the persons entitled to attend (the members of the corporate boards, the Secretary in charge and the Designated Agent) may also take place by means of telecommunications exclusively in the manner individually communicated to them, in compliance with the applicable regulations for this eventuality.

The Designated Agent will be available for clarification or information at 0246776814 or at the following e-mail [e-mail].

Shareholders are informed that the Company reserves the right to supplement and/or amend the above instructions in light of intervening needs following the current epidemiological emergency situation from COVID-19 and its currently unforeseeable developments.

SUPPLEMENTS TO THE AGENDA AND PRESENTATION OF NEW PROPOSALS

In accordance with Article 126-bis of Legislative Decree 58/98 shareholders who, also jointly, represent at least one-fortieth of the share capital, may apply to supplement the Shareholders' Meeting Agenda within 10 days of publication of the present notice, indicating the further matters proposed or by presenting proposals concerning matters already on the Agenda. The request must be sent by certified email [e-mail] at the registered office of the company at Via Ita Marzotto, 8, Fossalta di Portogruaro (VE) for the attention of Mr. Roberto Celot (CFO and Investor Relations Manager), or [e-mail] by means of a digitally signed document. Within the above-stated timeframe certification confirming ownership of the holding, approved by an intermediary who holds the accounts where the shares of the requesting party are registered, must be sent together with a report containing the reasons for resolutions on new matters to be added to the agenda by the applicant, or the reasoning for the further proposals on matters already on the agenda. Supplementation is not permitted for matters on which the Shareholders' Meeting will vote, in accordance with law, on proposals of the directors or concerning projects or reports other than those prepared in accordance with Art.125 ter paragraph 1 of the CFA. The above-stated report, supplemented by any evaluations by the Board of Directors, will be made available to the public at least 15 days before the Shareholders' Meeting using the same means as for the publication of the present notice and the other Shareholders' Meeting documentation, together with the publication of the agenda supplementation notice or the presentation of further proposals on matters already on the Agenda.

OTHER RIGHTS OF THOSE ENTITLED TO VOTE

In relation to the fact that attendance at the Shareholders' Meeting is exclusively permitted through the Designated Agent, those with voting rights and who wish to draw up proposals to be discussed and voted upon regarding matters on the agenda should present them by 16 April 2021. These proposals shall be published by 19 April 2021, on the Company websitewww.zignagovetro.com,Investors - Governance - Shareholders' Meeting section, in order to allow those with voting rights to express their vote knowledgeably, also taking into account these new proposals and to permit the Designated Agent to collect any voting instructions on such. Within the aforementioned deadline, a communication must be received declaring the ownership of the holding issued by the intermediaries who hold the accounts on which the shares of the applicants are registered.

RIGHT TO SUBMIT QUESTIONS REGARDING MATTERS ON THE AGENDA

In accordance with Article 127-ter of Legislative Decree No. 58/98, those with the right to vote may submit questions regarding the matters on the agenda, also before the Shareholders' Meeting, through registered email [e-mail] seven business days prior to the Shareholders' Meeting in first call (therefore by 16 April 2021). In order to exercise this right, certification by the intermediary confirming the right to vote must be sent to the Company. Questions received shall be answered no later than 22 April 2021 by publication on the Company's website,www.zignagovetro.com,Investors - Governance - Shareholders' Meetings section.

DOCUMENTATION

Documentation relating to the Shareholders' Meeting, including the reports of the Board of Directors and the proposals regarding the matters of the Agenda, will be made available to the public under the terms and conditions and in the manners established by the applicable regulations, with shareholders and those with voting rights permitted to obtain a copy.

This documentation will be available at the registered office of the company, on the websitewww.gruppozignagovetro.com, in the Investors - Governance - Shareholders' Meetings sectionhttps://zignagovetro.com/investitori-governance/ in the Investors section, as well as at the storage mechanism 1Info atwww.1info.it

- on 26 March 2021: the report on the authorisation to purchase and dispose of treasury shares, as well as the explanatory report on the items on the ordinary and extraordinary agenda;

- by 30 March 2021, the Annual Financial Report, together with the Corporate Governance and Ownership Structure Report prepared in accordance with Article 123-bis of Legislative Decree 58/1998, the Board of Statutory Auditors' Report, the Auditors' Report, the Non-Financial Report and the Remuneration Policy and Compensation Paid prepared in accordance with Article 123-ter of Legislative Decree 58/1998 and the other documentation required by Article 154-ter of Legislative Decree No. 58/98;

The Company thanks the shareholders for their cooperation in the exact execution of this notice and of the underlying laws (including special laws).

The Company reserves the right to communicate any changes or additions to the information contained in this notice in accordance with any legislative and/or regulatory provisions, or in any case in the interest of the Company and the Shareholders.

Fossalta di Portogruaro, 12 March 2021

For the Board of Directors

Mr. Paolo Giacobbo