Geox S.p.A. with registered office in Biadene di Montebelluna (province of Treviso), Via Feltrina Centro no. 16, registered with the Business Register of Treviso under no. 03348440268, Tax Identification and VAT Number 03348440268 DIRECTORS REPORT ON THE ITEMS ON THE AGENDA OF THE ORDINARY SHAREHOLDERS MEETING CALLED ON 19 APRIL 2016, IN SINGLE CALL Drafted pursuant to article 125-ter of Italian Legislative Decree no. 58/1998 as subsequently amended 1
Board of Directors Mario Moretti Polegato Giorgio Presca Enrico Moretti Polegato Duncan Niederauer Alessandro Antonio Giusti Roland Berger Fabrizio Colombo Claudia Baggio Lara Livolsi Board of Statutory Auditors Francesco Gianni Francesca Meneghel Valeria Mangano Giulia Massari Andrea Luca Rosati Auditing Company Deloitte & Touche S.p.A. 2
Dear Shareholders, The Board of Directors of Geox S.p.A. (hereafter the Company ) notes that the agenda envisaged for the Ordinary Shareholders Meeting called by means of the notice published in the newspaper Italia Oggi on 10 March 2016, at Villa Sandi, Via Erizzo no. 105, Crocetta del Montello, Treviso, Italy, in single call on 19 April 2016, at 10:00 a.m, is as follows: 1. Approval of the Company Financial Statements as at 31 December 2015; presentation of the Board of Directors report on operations, the Board of Statutory Auditors report, and the Independent Auditors report. Presentation of the Consolidated Financial Statements as at 31 December 2015; Resolutions concerning the result for the year. 1.1. Approval of the Company Financial Statements as at 31 December 2015; presentation of the Board of Directors report on operations, the Board of Statutory Auditors report, and the Independent Auditors report. Presentation of the Consolidated Financial Statements as at 31 December 2015; 1.2. Allocation of the result for the year. 2. Remuneration Report; resolutions referring to the first section pursuant to art. 123-ter, paragraph 6, of Italian Legislative Decree no. 58/1998 3. Appointment of the Board of Directors. 3.1. Determination of the number of the members. 3.2. Determination of the term of office. 3.3. Appointment of the members of the Board of Directors. 3.4. Appointment of the Chairman of the Board of Directors 3.5. Determination of the overall remuneration due to the Directors, including those with special offices. 4. Appointment of the Board of Statutory Auditors. 4.1. Appointment of the members of the Board of Statutory Auditors. 4.2. Appointment of the Chairman of the Board of Statutory Auditors 4.3. Determination of the annual remuneration. 5. Approval of a new stock option plan "2016-2018 Stock Option Plan"; relevant and resulting resolutions. The purpose of this report is explaining to you the grounds for the proposals concerning items on the meeting s agenda pursuant to art. 125-ter of Italian Legislative Decree no. 58/1998 as amended (the TUF, Testo Unico della Finanza Consolidated Law on Finance). 3
1. APPROVAL OF THE COMPANY FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015; PRESENTATION OF THE BOARD OF DIRECTORS REPORT ON OPERATIONS, THE BOARD OF STATUTORY AUDITORS REPORT AND THE INDEPENDENT AUDITORS REPORT. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015; RESOLUTIONS CONCERNING THE RESULT FOR THE YEAR. 1.1 APPROVAL OF THE COMPANY FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015; PRESENTATION OF THE BOARD OF DIRECTORS REPORT ON OPERATIONS, THE BOARD OF STATUTORY AUDITORS REPORT AND THE INDEPENDENT AUDITORS REPORT. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015; 1.2 ALLOCATION OF THE RESULT FOR THE YEAR Dear Shareholders, The Company Financial Statements for 2015, which we submit for your approval, report a net profit amounting to 10,342,530.89 Euro. We therefore propose that you: 1. approve the Financial Statements as at 31 December 2015; 2. assign a gross dividend of euro 0.06 to the Shareholders, for a total amount of euro 15,552,439.86, which takes into consideration the 259,207,331 shares in circulation as of today s date, with euro 10,342,530.89 drawn from the net profit of the 2015 financial year and euro 5,209,908.97drawn from the extraordinary reserve. Subject to the approval of the Shareholders Meeting, the dividend will be paid from 25 May 2016 (with the payment registered on 23 May and the record date on 24 May). For further comments relating to the first item on the agenda of the Shareholders Meeting, please refer to the full comment in the Directors report on operations, which will be filed, together with the Company s draft Financial Statements and the Consolidated Financial Statements as at 31 December 2015 and made available to the public within the legal deadlines on the storage system named emarket Storage, and on the Company s website, www.geox.biz. 2. REMUNERATION REPORT; RESOLUTIONS REFERRING TO THE FIRST SECTION PURSUANT TO ART. 123-TER, PARAGRAPH 6, OF ITALIAN LEGISLATIVE DECREE NO. 58/1998. Dear Shareholders, You have been convened in order to express an advisory vote in favour of section I of the report on the remuneration policy for the members of the Board of Directors, and the managers with strategic responsibilities of Geox S.p.A. pursuant to art. 123-ter, paragraph 6, of Italian Legislative Decree no. 58/1998 as amended (TUF). Note that Italian Legislative Decree no. 259 of 30 December 2010, implementing the Recommendations of the European Commission 2004/913/EC and 2009/385/EC concerning the remuneration of directors of listed companies, has introduced art. 123-ter into the TUF which lays down the obligation for companies with listed shares to put at the disposal of the public a report (the Remuneration Report ) illustrating, amongst other things: 4
i) in section I, the policy of the company concerning the remuneration of members of the administration bodies and managers with strategic responsibilities; ii) in section II, a report on remunerations regarding the above-mentioned individuals paid during the reference financial year. Art. 123-ter, paragraph 6, of the TUF also states that the Ordinary Shareholders Meeting called to approve the Financial Statements for the financial year must also be asked to express a non-binding resolution for or against section I of the Remuneration Report. Art. 123-ter of the TUF was implemented with CONSOB Resolution no. 18049 of 23 December 2011. The Remuneration Report of Geox S.p.A., section I of which illustrates the policy concerning remuneration of the members of the Board of Directors and managers with strategic responsibilities of Geox S.p.A. about which you are asked to express an opinion, will be put at the disposal of the public within the legal deadlines by 30 March 2016 at the Company s registered office, on emarket Storage, and on the Company internet website www.geox.biz. 3. APPOINTMENT OF THE BOARD OF DIRECTORS 3.1 DETERMINATION OF THE NUMBER OF THE MEMBERS. 3.2 DETERMINATION OF THE TERM OF OFFICE 3.3. APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS. 3.4 APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS. 3.5 DETERMINATION OF THE OVERALL REMUNARATION DUE TO DIRECTORS, INCLUDING THOSE WITH SPECIAL OFFICES. Dear Shareholders, with the approval of the Financial Statements for the year 2015, the mandate of the Directors currently in office is concluded, due to expiry of the term. The Shareholders Meeting is therefore invited to appoint the Board of Directors, according to the terms and requirements of Articles 16 and 17 of the Articles of Association. It should be noted that pursuant to the Articles of Association, the Board of Directors must be composed of a minimum of five and a maximum of eleven Directors, depending on the resolution passed by the Shareholders Meeting. The Directors are appointed by the Ordinary Shareholders Meeting on the basis of lists presented by the Shareholders, in which the candidates will be listed by means of progressive numbers. The candidates must hold the requirements envisaged by the law, the Articles of Association and the other applicable provisions. Those who hold more than ten offices as director or statutory auditor in other companies listed on regulated markets (also abroad), in financial, banking and insurance companies or companies of a significant size, cannot be appointed as Directors of the Company and, if appointed, fall from office. Additionally, the Board of Directors must be composed in such a way as to conform to the criteria indicated by the provisions concerning the minimum number of independent directors and gender balance. It should be noted that lists presenting three or more candidates must ensure that at least one third of the candidates belongs to the less represented gender. In applying the criteria for ensuring gender balance, should the number of members of the less represented gender not be a whole number, it must be rounded up to the next whole number. Regarding the entitlement to submit lists, specifically, the Shareholders who, alone, or with other Shareholders, own a total number of voting shares representing at least 1.0% of the ordinary voting share capital, can submit a list, as established by Consob Resolution no. 19499 of 28 January 2016 (this percentage was determined based 5
on the shares that are registered in the Shareholder s name on the day on which the lists are deposited at the registered office). Each Shareholder may submit or ask to submit just one list and each candidate can stand for just one list, on penalty of ineligibility. Each shareholder, as well as the shareholders belonging to a same group (this meaning the controlling party, including non-corporate, pursuant to Article 93 of the TUF as well as the subsidiaries and associates of the same party), or which are parties to a Shareholders Agreement pursuant to Article 122 of the TUF, cannot either submit or ask to submit or vote more than one list, either directly, or through a third party or a trust company. Each list must include 11 candidates and at least two of these must hold the independence requirements envisaged by the legislation in force. The lists must be accompanied by information about the identity of the shareholders who have presented the lists, indicating the total percentage of ownership held by the same; a communication which clearly illustrates the ownership of the share; a statement issued by any shareholders other than those who hold, also jointly, a controlling or majority share, certifying that they hold no relationships as envisaged by Article 144-quinquies of Consob Regulation no. 19971/1999 (Consob Recommendation no. DEM/9017893 of 26 February 2009) with the latter. Together with each list, statements must be deposited by which individual candidates accept their appointment and certify, under their own responsibility, that there are no grounds as defined by law or by the Articles of Association for them to be considered ineligible or incompatible and that they hold all requirements that may be necessary for carrying out their respective offices as prescribed by the law and the regulations in force. A curriculum vitae must also be provided for each candidate, indicating their personal and professional characteristics and, if applicable, indicating that they are suitable to qualify as independent pursuant to the legislation in force, and in compliance with the above limit on the number of offices. The lists in relation to which these provisions have not been observed will not be considered as submitted. The Directors will be elected as follows: a) from the list that has obtained the majority of Shareholders votes, the eight tenths of the Directors to be appointed shall be taken in the progressive order with which they are listed, with a rounding down in case of fractions less than one unit; b) the remaining Directors shall be drawn from the other lists, it being clear that at least one director must be taken from a list that is no way connected, even indirectly, with the shareholders who have submitted or voted the list referred to in point a) and that came first in terms of number of votes; The votes obtained from the lists will be divided subsequently by one, two, three and so on according to the progressive number of the Directors to be appointed. The quotients obtained will be progressively assigned to the candidates in each of these lists, following the relevant order. Those who have obtained the highest quotients will be elected. c) If the votes on the list are tied and with tie in the quotients, a new vote will be cast by the entire Shareholders Meeting and the candidate obtaining the simple majority of votes will be elected. d) if a single list or no list at all is submitted, the Shareholders' Meeting shall pass resolutions with the majority required by the law, without complying with the above described procedure, without prejudice to the requirement of the number of independent directors established in these Articles of Association and, in any case, in compliance with the division criterion provided for by Article 147-ter, paragraph 1-ter, Italian Legislative Decree no. 58/1998. In addition to this, pursuant to the Articles of Association, the Directors term of office is determined upon their appointment by the Shareholders Meeting and cannot exceed three financial years. The office of the Directors terminates on the date of the Shareholders Meeting called to approve the Financial Statements of the last financial year of their office. If not already appointed by the Shareholders Meeting, the Chairman of the Board of Directors is elected by the Board of Directors from among its members. Finally, regarding the remuneration of the Board of Directors, it should be noted that, based on Article 17 of the Company s Articles of Association, the Shareholders Meeting is required to determine the total remuneration due to the Board of Directors, including the Directors with 6
special offices. After consulting the Board of Statutory Auditors, the Board of Directors shall distribute the overall remuneration determined by the Shareholders Meeting among its members. It should be considered that Consob Recommendation no. DEM/9017893 of 26 February 2009 advises Shareholders who submit a minority list to also deposit, together with the list, a statement which certifies that there are no relationships, including indirect, as envisaged by Article 144-quinquies of Consob Regulation no. 19971/1999. The lists must be deposited during office hours at the Company s registered office, Legal and Corporate Affairs department of Geox S.p.A., via Feltrina Centro no. 16, 31044 Biadene di Montebelluna (TV), or sent by certified email to the address societario@pec.geox.com, together with the documentation required by law and by the regulations in force, at least twenty-five days before the date scheduled for the Shareholders Meeting (i.e. by 25 March 2016). The Company will make available to the public the lists of candidates deposited by the shareholders, accompanied by the related documentation, on Geox website www.geox.biz and on emarket Storage, which can be accessed from the website www.emarketstorage.it, at least twenty-one days before the meeting (i.e. by 29 March 2016). Now, therefore, the Board of Directors, having acknowledged the provisions of the law and the Articles of Association regarding the composition, duration, appointment procedures and remuneration of the members of the Board of Directors, hereby invites the Shareholders meeting to: - determine the number of the members of the Board of Directors. - determine the term of office of the Board of Directors. - appoint the new Board of Directors. - appoint the Chairman of the Board of Directors. - determine the overall remuneration due to the Directors, including those with special offices. 4. APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS. 4.1 APPOINTMENT OF THE MEMBERS OF THE BOARD OF STATUTORY AUDITORS. 4.2 APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF STATUTORY AUDITORS. 4.3 DETERMINATION OF THE ANNUAL REMUNERATION. Dear Shareholders, with the approval of the Financial Statements for the year 2015, the three-year mandate of the current Auditors. You are therefore invited to appoint a new Board of Statutory Auditors for the three-year period 2016-2018, which will remain in office until the Shareholders Meeting held to approve the Financial Statements closed at 31 December 2018, according to the procedures envisaged by Article 22 of the Articles of Association, having determined the related annual remuneration. Regarding the appointment procedures, please note that the Board of Statutory Auditors is composed of three Statutory Auditors and two Alternate Auditors; the members of the Board of Statutory Auditors can be reelected. Pursuant to Article 22 of the Articles of Association, the Auditors will be appointed based on lists submitted by the Shareholders, in which the names of the candidates must be indicated and assigned a progressive number. Please note that the lists must be divided into two sections, one relating to the Statutory Auditors and one relating to the Alternate Auditors. Should the lists considering both sections contain three or more candidates, they must ensure that at least one third of the candidates belongs to the less represented gender. In applying the criteria for ensuring gender balance, should the number of members of the less represented gender not be a whole number, it must be rounded up to the next whole number. For the entire duration of their office, the Auditors must hold the requirements established pursuant to the law and any failure to do so will result in the termination of their office. For the purposes of the terms envisaged by Article 1 paragraph II letters b) and c) of Decree no. 162 issued by the Ministry of Justice on 30 March 2000, please note that the subjects and sectors of activity strictly related to those of the Company are clothing, footwear, the technologies applied to the previous sectors, technologies in general and research. 7
When the Statutory Auditors are appointed and before they accept the office, the administration and control tasks carried out by them in other companies are made known to the Shareholders Meeting. Those who hold offices as Auditors in more than seven issuing companies listed in regulated markets cannot be appointed as the Company s Statutory Auditors (without prejudice to any other limits introduced according to Article 148-bis of the TUF). The Board of Statutory Auditors must be composed in such a way as to conform to the criteria indicated by the provisions concerning gender balance. Regarding the entitlement to submit lists, please remember that lists of candidates can only be submitted by Shareholders who, alone, or with other Shareholders, own a total number of shares representing at least 1.0% of the voting share capital, as established by Consob Resolution no. 19499 of 28 January 2016. The minimum shareholding necessary to submit the lists is calculated taking into account the shares registered in the Shareholder s name at the date when the lists are deposited at the Company s registered office. Each Shareholder may submit or ask to submit just one list and each candidate can stand for just one list, on penalty of ineligibility. Each Shareholder, as well as the Shareholders belonging to a same group (this meaning the controlling party, including non-corporate, pursuant to Article 93 of the TUF as well as the subsidiaries and associates of the same party), or who are parties to a Shareholders Agreement pursuant to Article 122 of the FCA, cannot either submit or ask to submit or vote more than one list, either directly, or through a third party or a trust company. The lists must be accompanied by the information relating to the identity of the shareholders who have submitted the lists, with indication of the equity investment held in total, and certification which bears witness to the ownership of said equity investment and a declaration of the shareholders other than those who hold, also jointly, a related controlling or majority share, bearing witness to the absence of the relationships envisaged by Article 144 quinquies of the Consob Issuers Regulations no. 19971/1999, with the latter (Recommendation no. DEM/9017893 of 26 February 2009). Together with each list, statements imust be deposited by which individual candidates accept their appointment and certify, under their own responsibility, that there are no grounds, as defined by law or by the Articles of Association, for them to be considered ineligible or incompatible, including therein the limit on the number of offices which can be held contemporaneously as described above. A curriculum vitae must also be provided for each candidate, indicating their personal and professional characteristics and, if applicable, indicating that they are suitable to qualify as independent, together with a list of any administration and control positions they may have held in other companies. The lists in relation to which these provisions have not been observed will not be considered as submitted. The Auditors will be elected as follows: a) from the list that has obtained the majority of Shareholders votes, two Standing Auditors and one Alternate Auditor shall be taken in the progressive order with which they are listed. The remaining Standing Auditor and Alternate Auditor shall be taken from the lists having obtained the second highest number of votes. b) in the case of a tie vote between two or more lists obtaining the majority of votes, the youngest candidates (in terms of age) will be elected as standing and alternate auditors up to the number of offices to be assigned, in any case ensuring that standing auditors are taken from at least two different lists; all this, however, in compliance with the rules related to the balance of genders in the bodies of listed companies pursuant to Law no. 120/2011. c) Should several lists fail to be submitted and should it be impossible to proceed in electing auditors by voting for a list, the Shareholders Meeting will resolve by statutory majority and in any case in compliance with the criteria for ensuring gender balance as per Article 148, paragraph 1-bis of Italian Legislative Decree no. 58/1998. The Chairmanship of the Board of Statutory Auditors goes to the acting Auditor indicated as the first candidate on the list which during the shareholders meeting received the greatest number of votes after the first. Before appointing the Statutory Auditors, the Shareholders Meeting determines the Statutory Auditors remuneration for their entire term of office. 8
The lists must be submitted during office hours at the Company s registered office, Legal and Corporate Affairs department of Geox S.p.A., via Feltrina Centro no. 16, 31044 Biadene di Montebelluna (TV), or sent by certified email to the address societario@pec.geox.com, together with the additional documentation required by law and by the regulations in force, at least twenty-five days before the date scheduled for the Shareholders Meeting (i.e. by 25 March 2016). Please be warned that should, within the term of 25 days before that scheduled for the Shareholders Meeting, only one list have been submitted for the appointment of the Board of Statutory Auditors, or should lists only have been submitted by Shareholders related to one another pursuant to the legislation in force, other additional lists can be submitted up until the third day following the date on which the above-mentioned term expires, i.e. by 12pm on 29 March 2016 (as the third day following the date of expiry of the term for submitting the lists falls on a non-working day). In this case, the minimum threshold of 1.0% for the submission of the lists, as indicated above, will be halved to 0.50% of the ordinary voting share capital. The Company will make available to the public the lists of candidates duly submitted at the Company s registered office, on the Company website www.geox.biz and on emarket Storage, which can be accessed from the website www.emarketstorage.it, at least twenty-one days before the meeting (i.e. by 29 March 2016). Now, therefore, the Board of Directors, having acknowledged the provisions of the law and the Articles of Association regarding the composition, duration, appointment procedures and remuneration of the Board of Statutory Auditors, hereby invites the Shareholders Meeting to: - appoint the Board of Statutory Auditors and vote for the lists of candidates for the office of Statutory and Alternate Auditors of the Company, submitted and published according to the procedures and under the terms as established by Article 22 of the Articles of Association and in compliance with the terms of the legislation in force; - determine, upon appointment, the annual remuneration of the Auditors elected. - appoint the Chairman of the Board of Statutory Auditors 25 February 2016 On behalf of the Board of Directors * * * * * The Chairman Mario Moretti Polegato 9