Amplifon : The Extraordinary Shareholders' Meeting approved the introduction of increased voting rights

Amplifon CS EGM 29 01 final_ENG

PRESS RELEASE

AMPLIFON: The Extraordinary Shareholders' Meeting approved the introduction of increased voting rights. New director co-opted by the Board of Directors. Milan, January 29th, 2015 - Today the Extraordinary Shareholders' Meeting of Amplifon S.p.A., chaired by Susan Carol Holland, approved the proposed amendments to the corporate by-laws by including in a new Article 13 (resulting in the renumbering of the subsequent articles), which defines the methods to be used to assign increased voting rights, in accordance with the recently introduced option provided in Art. 127-quinquies of T.U.F.

The proposal was approved by 69.9% of the share capital represented at the meeting - therefore with an higher quorum than two thirds of the total share capital represented - corresponding to 57.3% of the total share capital of Amplifon S.p.A.
Increased voting is being established with a view to pursue stability and loyalty of the shareholder base, and is comprised under the changes introduced to Corporate Law in Article 20 of Law 91 dated June 24th, 2014 (the "Competitiveness Decree").
More in detail, based on the new by-law provisions, those shareholders who decide to exercise the option, once the management body has determined that the prerequisites have been satisfied, will acquire increased voting rights equal to two votes for each share held for at least 24 months from the registration date shown in the appropriate shareholders register prepared by the Company in accordance with current law and regulations. The new Article 13 of the corporate by-laws contains the procedure and the timeframe to be adhered to by the shareholder in order to be recorded in the register and gives each party with voting rights the option to irrevocably waive the increased voting rights relative to all or part of the shares held.
The Company will cancel the shares from the list upon verification that the entitlement to increased voting rights has been lost, as provided for by law and adopted under the Article 13 of the corporate by-laws.
As per Art. 127, paragraph 4, T.U.F., under Art. 13 the increased voting rights will be maintained in the event of death or in the event of a merger or demerger of the owner of the shares and the increased voting rights will be extended to shares issued as a result of capital increases, free or against new contributions.
The increased voting rights shall be used for the purposes of determining the quorums needed to convene and pass resolutions relating to percentages of share capital, but will not affect any rights granted by the possession of share capital, other than voting ones.
Please refer to the report prepared by Amplifon S.p.A.'s Board of Directors and the corporate by- laws, both of which are available at the company's registered office, on the authorized storage mechanism 1INFO (www.1info.it) and on the Company's website (www.amplifon.com, Investors section), for more detailed information.

"The introduction of the so-called 'loyalty shares' in our by-laws, in addition to rewarding our most loyal shareholders, also provides Amplifon with greater flexibility in financing its development", Franco Moscetti, Amplifon's CEO commented. "We are a company devoted to growth, including external", he added: "we could not fail to take advantage of this option which provides us with new opportunities to create value for all the shareholders."

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Notice is also given that today, in a meeting chaired by Susan Carol Holland, held immediately after the conclusion of the Shareholders' Meeting, the Board of Directors unanimously co-opted Anna Puccio to act as a new non-executive director for the Company in substitution of Luca Garavoglia who tendered his resignation on January 7th, 2015 for personal reasons. The co-optation has been approved by the Board of Statutory Auditors.
The appointment took place after the Board acknowledged the withdrawal of the candidate Ugo Giorcelli that remained on the list for the renewal of the Board of Directors submitted by Ampliter N.V. during the Shareholders' Meeting held on April 17th, 2013 to which the outgoing director belonged.
The appointment will be submitted to the approval of the Shareholders Meeting.
Based on the information available to the Company, as of today's date the new director does not own any shares of Amplifon S.p.A..
The Board of Directors has qualified Anna Puccio as an independent director, in accordance with and pursuant to Art. 148, paragraph 3 of Legislative Decree n. 58 dated February 24th, 1998 (Testo Unico della Finanza or T.U.F.) and to meet the independence requirements called for under Application Criteria 3.C.1 of the Corporate Governance Code issued by Borsa Italiana, considering the declaration provided by the director and all information available to the Company.
The curriculum vitae of the director Anna Puccio can be found on the website www.amplifon.com, in the section Investors (under "Other Documents"). The Board of Directors also appointed the director Anna Puccio member of the Risk and Control Committee, and Maurizio Costa member of the Supervisory Board in substitution, once again, of the outgoing director Luca Garavoglia.

****** About Amplifon

Amplifon, listed on the STAR segment and the FTSE Italia Mid Cap Index of the Italian Stock Exchange, is the worldwide leader in the distribution, fitting and personalization of hearing aids and related services. Through a network of over 3,300 points of sale, 2,600 service centres and approximately 1,900 affiliates, Amplifon is active in Italy, France, the Netherlands, Germany, the UK, Ireland, Spain, Portugal, Switzerland, Belgium, Luxembourg, Hungary, Egypt, Turkey, Poland, Israel, USA, Canada, Brazil, Australia, New Zealand and India.

Contacts: Investor Relations: Amplifon S.p.A. Emilia Trudu

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Media Relations: Edelman Italia Luciano Luffarelli

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