Information Reporting to the public

21 March 2020 at 10:21

Reply S.p.A. [MTA, STAR: REY] informs that the explanatory memorandum of the Board of Directors relating to the Ordinary and Extraordinary Shareholders’ Meetings – to be held on 21 April 2020 (and 22 April if necessary) – is available at www.reply.com, at the Company’s registered offices and on eMarket Storage authorised storage system. The AGM call notice is published in the Italian daily newspaper MF on 21 March 2020. The explanatory Memorandum will include:

Ordinary Session

1. Annual Financial Report.
   1. Examination and approval of Financial Statements at 31 December 2019.
   2. Destination of the net result for the financial year 2019.
2. Authorisation to buy and sell treasury shares.
3. Redetermination of non executive Directors and Independent compesation’s;
4. Redetermination of Statutory Auditors compensation’s;
5. Compensation report:
   1. Resolutions of first section pursuant to article 123-ter, 3-bis clause of TUF.
   2. Resolutions of second section pursuant to article 123-ter, 6 clause of TUF.

Extraordinary session

6. Proposal of amendment to Article 12 of the By-laws (Voting Right) in respect of loyalty share voting mechanism pursuant to the article 127-quinquies del TUF.