LU VE S p A : Notice of call of the Shareholders meeting

LU-VE S.p.A.

Registered office - via Vittorio Veneto 11, Varese

Share capital Euro 62,704,488.80, fully paid in

Tax code and Varese Register of Companies no. 01570130128

Varese Economic and Administrative Repertory no. 191975

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NOTICE OF CALL TO THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

Persons entitled to vote at the Shareholders' Meeting of LU-VE S.p.A. are hereby called to the Ordinary and Extraordinary Shareholders' Meeting to be held in a single call at 10:00 on 28 April 2023 at the Studio Notarile Marchetti in Milan, via Agnello no. 18, to resolve upon the following

AGENDA

Ordinary session

1. Annual Financial Report as at 31 December 2022:
2. 1. presentation of the Financial Statements as at 31 December 2022, the Director's Report, the Board of Statutory Auditors' Report and the Independent Auditors' Report. Related and subsequent resolutions;
   2. proposal for allocation of the net profit of the year and distribution of the dividend. Related and subsequent resolutions.
3. Annual Report on remuneration policy and on remuneration paid:
4. 1. approval of the "2023 Remuneration Policy" in Section I, pursuant to Article 123-ter, paragraph 3-bis of Italian Legislative Decree 58/98;
   2. advisory vote on "Remuneration paid in the 2022 financial year" reported in Section II, pursuant to Article 123-ter, paragraph 6 of Italian Legislative Decree 58/98.
5. Appointment of the Board of Directors
6. 1. determination of the number of members. Related and subsequent resolutions;
   2. determination of the duration of the mandate. Related and subsequent resolutions;
   3. appointment of the Directors. Related and subsequent resolutions;
   4. appointment of the Chairman of the Board of Directors. Related and subsequent resolutions;
   5. determination of remuneration; Related and subsequent resolutions.
7. Appointment of the Board of Statutory Auditors for the 2023/2025 three-year period:
8. 1. appointment of the Statutory Auditors and of the Chairman of the Board of Statutory Auditors. Related and subsequent resolutions;
   2. determination of remuneration; Related and subsequent resolutions.
9. Proposed authorisation to purchase and dispose of treasury shares, subject to cancellation of the resolution adopted by the Shareholders' Meeting of 29 April 2022. Related and subsequent resolutions.

Extraordinary session

1. Proposal to amend Articles 6-bis, 15 and 18 of the By-Laws. Related and subsequent resolutions.
2. Introduction of the "Honorary Chairman" office. Related and subsequent resolutions.

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▪ RIGHT TO ATTEND AND VOTE AT THE SHAREHOLDERS' MEETING

Pursuant to Article 83-sexies of Italian Legislative Decree no. 58 of 24 February 1998, as amended and supplemented ("Legislative Decree 58/98") and related implementing provisions, those entitled to attend the Shareholders' Meeting and cast their voting rights are the persons for whom the authorised intermediaries - pursuant to the provisions of the legislation and regulations - have issued appropriate communication to the Company in accordance with their accounting records, based on the evidence at the close on the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e., 19 April 2023, the so-calledrecord date). In accordance with current regulation, those registered as shareholders only after that date will not be entitled to attend and vote at the Shareholders' Meeting. The communication from the aforementioned intermediary must be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting (i.e., no later than 25 April 2023). However, the shareholders will be entitled to attend and vote if the communication is received by the Company after the above deadline, provided that it is before the start of Shareholders' Meeting.

The communication to the Company is carried out by the intermediary upon request by the persons entitled to vote. Those entitled to vote are required to give instructions to the intermediary holding the relative accounts to make the above-mentioned communication to the Company.

▪ ATTENDANCE AND REPRESENTATION AT THE SHAREHOLDERS' MEETING

Pursuant to Article 106, paragraph 4 of Italian Legislative Decree no. 18 of 17 March 2020 (so-called "Cura Italia" Decree), converted with amendments by Law no. 27 of 24 April 2020, as subsequently amended and modified, attendance to the Shareholders' Meeting of those with the voting rights is allowed exclusively through the representative designated by the Company pursuant to Article 135- undecies of Legislative Decree no. 58/98, who will be granted a proxy, with the manners and at the conditions indicated below; the aforementioned representative may also be granted proxies or sub proxies pursuant to Article 135-novies of Legislative Decree no. 58/98, in derogation of Article 135- undecies, paragraph 4, of the same decree.

The Company has designated Computershare S.p.A. - with registered office in Milan, via Mascheroni no. 19, 20145 - as designated shareholders' representative pursuant to Article 135-undecies, of Legislative Decree no. 58/98 ("Designated Representative").

The Directors and Standing Auditors, as well as other persons entitled according to the law, other than those with the right to vote (who must confer proxy to the Designated Representative as per above), may attend the Shareholders' Meeting via telecommunication means which also guarantee their identification. The instructions for participation to the Shareholders' Meeting via telecommunication means will be made available by the Company to the interested parties.

• PARTICIPATION TO THE SHAREHOLDERS' MEETING AND GRANTING OF THE PROXY TO THE
  DESIGNATED REPRESENTATIVE

Pursuant to the Save Italy Decree, attendance to the Shareholders' Meeting by those with a right to vote is allowed exclusively through the Designated Representative, without physically presence of the shareholders.

Person having voting rights, wishing to attend the Shareholders' Meeting must therefore grant proxy to the Designated Representative - with their voting instructions, on all or some of the proposals for deliberation on the items of the agenda - together with an identification document - and in the case of a delegating juridical person, a document confirming the authority to grant the proxy, using the

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specific proxy form prepared by the same Delegated Representative in agreement with the Company, available on the Company's website at the address www.luvegroup.com ("Investor Relations" section

- "Corporate governance & shareholders" - "For the shareholders" - Shareholders' meeting" - "Shareholders' meeting 28 April 2023").

The proxy shall be granted by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by close of trading on 26 April 2023) in the manner indicated in the form and shall be effective only for the proposals in connection to which the voting instructions have been given. The proxy and the voting instructions can be revoked by the same deadline.

It should be noted that the shares for which the proxy has been granted, even if partial, are counted for the purposes of the regular constitution of the Shareholders' Meeting. In relation to proposals for which no voting instructions have been granted, shares are not counted for the purposes of calculating the majority and of the capital share required for the approval of the resolutions.

It should be noted that the Designated Representative must also be granted proxies and/or sub proxies pursuant to Article 135-novies of D. Lgs. 58/98, in derogation of Article 135-undecies, paragraph 4, of Legislative Decree no. 58/98, by means of the specific module available on the Company's webpage at the address www.luvegroup.com("Investor Relations" section - "Corporate governance & shareholders" - "For the shareholders" - Shareholders' meeting" - "Shareholders' meeting 28 April 2023"), with the manner and by the terms indicated on the same form.

The Designated Representative will be available for clarifications or information at the telephone number 02-46776814 and 02-46776815 or at the email address [e-mail].

The Shareholders are notified that the Company reserves the right to supplement to and/or amend the above instructions. In this case the Company will promptly advice the public following the same manner used for the publication of this notice.

• VOTING BY CORRESPONDENCE

It should be noted that there is no vote by correspondence or by electronic means procedures.

• SUPPLEMENTING OF THE AGENDA AND SUBMISSION OF NEW RESOLUTION PROPOSALS

It should be noted that, pursuant to Article 126-bis of Legislative Decree 58/98, no later than ten days of publication of the notice of call to the Shareholders' Meeting (i.e., no later than 27 Marzo 2023), Shareholders who individually or jointly represent at least one fortieth of the share capital can request additions to the list of matters to be discussed, indicating in the application the additional topics proposed, or submit resolution proposals on matters already on the agenda.

The questions, together with certification confirming eligibility to attend, must be submitted in writing by email to the Company's certified email address: [e-mail](for the attention of the General Counsel); questions shall be accompanied by the names of the requesting shareholders, the indication of the percentage held and the reference to the notice sent by the intermediary to the Company for entitlement to exercise the right, as well as by a report indicating the reasons for the resolution proposals on new matters for discussion or the reasons for additional resolution proposals submitted on items already on the agenda. Shareholders are also reminded that additions to the agenda are not permitted for topics on which, by law, the Shareholders' Meeting resolves upon a proposal of the Directors or on the basis of a project or report other than those referred to in Article 125-ter, paragraph 1, Italian Legislative Decree 58/98 prepared by them. Any additions to the agenda and/or additional resolution proposals submitted on items already on the agenda, together with the report prepared by the Shareholders and any assessments made by the Board of Directors, will be

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made available to the public by the same publication manner of this notice, at least fifteen days before the date scheduled for the Shareholders' Meeting (i.e., no later than 13 April 2023).

• POWER TO SUBMIT INDIVIDUAL RESOLUTION PROPOSALS BEFORE THE SHAREHOLDERS' MEETING

Considering that attendance at the Shareholders' Meeting is allowed exclusively through the Designated Representative and that therefore no proposal may be submitted during the meeting, Shareholders and other persons with voting rights, may individually submit proposals for resolutions on the items on the agenda, even if they represent less than one fortieth of the share capital with voting rights at the ordinary shareholders' meeting. Such proposals shall be submitted no later than 12 April 2022 to the following certified email address: [e-mail].

The proposals, after verifying their relevance to the items on the agenda as well as their correctness and completeness with respect to the applicable regulations, will be published by 13 April 2023 on the Company's webpage at the address www.luvegroup.com ("Investor Relations" section - "Corporate governance & shareholders" - "For the shareholders" - Shareholders' meeting" - "Shareholders' meeting 28 April 2023").

• RIGHT TO SUBMIT QUESTIONS BEFORE THE SHAREHOLDERS' MEETING ON THE ITEMS ON THE
  AGENDA

Persons eligible to vote can submit questions on items on the agenda before the Shareholders' Meeting, sending them to the following certified e-mail address: [e-mail], accompanied by suitable documentation to prove the right to exercise votes as issued by the authorised intermediaries in compliance with their own accounting records.

Pursuant to Article 127-ter of Legislative Decree no. 58/98, the questions shall be received no later than the "record date" (i.e., no later than 19 April 2023). Answer to questions received by the Company within this deadline and in the manner indicated above, after verifying their relevance to the item on the agenda and the legitimacy of the applicant, shall be provided by the Company, in derogation of minimum term as per Article 127-ter, paragraph 1-bis, of Legislative Decree no. 58/98, no later than 26 April 2023 by means of publication on the Company's webpage at the address www.luvegroup.com("Investor Relations" section - "Corporate governance & shareholders" - "For the shareholders" - Shareholders' meeting" - "Shareholders' meeting 28 April 2023"), in order to enable those entitled to vote to express themselves in an informed manner on the items on the agenda. The Company may provide a single response to questions with the same content.

• APPOINTMENT OF THE BOARD OF DIRECTORS AND OF THE BOARD OF STATUTORY AUDITORS

Board of Directors

With reference to the third item on the agenda, it is reminded that, pursuant to Article 15 et seq. of the By-Laws and to the current legislation and regulations, the appointment of Directors will be made on the basis of lists submitted by Shareholders.

Lists may be submitted by the incumbent Board of Directors and by shareholders who, at the time the list is submitted, hold alone or together with others, a share of at least 2.5% of the capital (share established by CONSOB with Executive Resolution no. 76 of 30 January 2023, in compliance with the applicable legislation and regulations provisions).

Individual shareholders, shareholders subscribing to a shareholders' agreement relating to the Company and of relevance pursuant to Article 122 of Legislative Decree no. 58/98, the parent company, subsidiary companies and those subject to common control and other entities between which a direct or indirect association exists pursuant to applicable legislation and regulations in force

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at the time, cannot submit or contribute to the submission, not even through a third party or trust company, of more than one list or vote for different lists;

Each candidate may appear on one list only, otherwise they shall be considered ineligible.

Each list contains the names, indicated by a sequential number, of a number of candidates not exceeding the number of members to be elected. Each list that contains a number of candidates no higher than 7 (seven) must include and identify at least 1 (one) candidate who meets the independence requirements established by applicable legislation and regulations in force at the time on the matter.

Each list that contains a number of candidates exceeding 7 (seven) must include and identify at least 2 (two) candidates who meet the independence requirements established by applicable legislation and regulations in force at the time on the matter.

For the period of application of the applicable legislation and regulations in force on gender balance, each list that presents a number of candidates equal to or exceeding 3 (three) shall also include candidates belonging to both genders, so that they belong to the under- represented gender at least the minimum quota of candidates required by the applicable legislation and regulations in force (equal to two-fifths, rounded up).

The lists submitted by shareholders shall be filed at the administrative office of the Company (to the attention of the General Counsel) by submitting them to the following certified email address: [e-mail],no later than 3 April 2023 (25th day prior to the date of the Shareholders' Meeting).

The lists shall be accompanied by: (a) information on the identity of the shareholders who submitted the lists, with specification of the total percentage shareholding held, with certification showing the ownership of this shareholding issued by a legally qualified intermediary; (b) statement from shareholders who do not hold, individually or jointly, a controlling or relative majority shareholding, certifying the absence of any direct or indirect association, pursuant to applicable legislation and regulations in force at the time, with such latter shareholders; (c) comprehensive information on the personal and professional characteristics of the candidates, with possible indication of their suitability to qualify as independent directors pursuant to the current legislation and regulations and/or pursuant to the Corporate Governance Code, as well as a statement by the same candidates certifying that they meet the requirements established by current legislation and regulations and by the By- Laws, including the requirements of integrity and, if applicable, independence, and their acceptance of the candidature and of the office, if elected; (d) any other further or different statement, information and/or document required under current legislation and regulations.

It should be noted that the list not submitted in compliance with the provisions set forth above shall be deemed as not submitted.

Board of Statutory Auditors

With reference to the fourth item on the agenda, it is reminded that the appointment of Statutory Auditors, three standing auditors including the Chairman of the Board of Statutory Auditors, and two substitute auditors, is governed by Article 22 et seq. of the By-Laws and the current legislation and regulations.

Minority shareholders have the right to elect the Chairman of the Board and one alternate auditor.

Lists may be submitted by shareholders who, at the time the list is submitted, hold alone or together with others, a share representing at least 2.5% of the capital (the share established by Consob with Executive Resolution no. 76 of 30 January 2023, in compliance with current legislation and

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