Geox SpA : Geox S.p.A. shareholders’ meeting approved a new stock option plan

GEOX S.P.A. SHAREHOLDERS' MEETING APPROVED A NEW STOCK OPTION PLAN Biadene di Montebelluna, 22 December 2011 - Today's Ordinary Shareholders Meeting of Geox S.p.A., the Italian company listed on the Milan Stock Exchange (GEO.MI), authorized the introduction of a new Stock Option Plan.

The Plan regards a maximum number of options equal to 2,830,000, which are valid for subscribing 2,830,000 ordinary shares forming part of the share capital increase approved by the Shareholders' meeting of 18 December 2008.
The beneficiaries of the Plan will be identified by the Board of Directors, at the proposal of the Remuneration Committee, from among the directors, staff and collaborators of the Geox Group. The Plan envisages two cycles for the allocation of options, 2011 and 2012. The options will have a minimum vesting period of three years and can be respectively
exercised as from the date of approval by the Board of Directors of the draft Financial Statements for the years ending at
31 December 2014 and 2015.
Exercise of the options is conditional and measured against achieving performance results based on EBIT (Earnings Before Interest and Tax), as envisaged in the 2012-2015 plan of the Geox Group. The exercise price of the options is equal to the normal value of the shares at the assignment date as defined by article 9, paragraph 4, lett. a) of Presidential Decree no. 917 of 22 December 1986 (Consolidated Law on Income Tax - T.U.I.R.) and corresponds to the arithmetic mean of the prices recorded in the last month of listing. Through implementation of the Plan, the company intends to promote and pursue the following objectives: link the remuneration of the Company's key staff to the Company's effective performance and to the creation of value for the Geox Group; to orient the Company's key staff towards strategies to achieve medium/long-term results; to align the interests of the Top and Middle Management to those of the shareholders and investors; and to introduce policies aimed at retaining the Company's key staff and providing incentives for them to remain in the Geox Group.
Lastly, the Shareholders Meeting authorized the revocation of that approved by the Shareholders' Meeting of 21 April
2011, which was not implemented.
It is transmitted as an annex, the table of options granted (Table No 1 of scheme no. 7 of Annex 3 A of Regulation No
11971/1999) as approved by the Board of Directors held after the Shareholders' Meeting.
OTHER RESOLUTIONS

- Authorisation to purchase treasury shares pursuant to art. 2357 of the Italian Civil Code and art. 2357 ter as well as art.

132 of Leg. Decree no. 58 of 24 February 1998 ("TUF" - Consolidated Law on Finance).

The request for authorization for the purchase of treasury shares pursues the objective of an investment opportunity for cash surpluses, of limiting anomalous movements in share prices, of regulating the trend in trades given distorting events linked to excessive volatility or to low liquidity of trades as well as procuring the issuer's shares to service employee stock option plans and any extraordinary finance transactions in line with the strategy of corporate development. The Company may acquire a number of ordinary shares that does not exceed 10% of the share capital, for a period of 18 months from the date on which the Shareholders' meeting adopts the corresponding resolution. The purchase may be made at a price per share which does not differ, up or down, by more than 10% compared to the market close price recorded on the working day prior to the purchase date. The maximum daily purchase volumes cannot exceed 25% of the average of the volumes traded in the 20 stock market sessions prior to the purchase transaction date. The purchase of treasury shares will be carried out on regulated markets, in compliance with the means envisaged by the relevant regulations (in particular pursuant to art. 132 of the TUF, art. 144 bis, para. 1, lett. b and c) of Consob Regulation no.
11971/99 and subsequent amendments and additions), in accordance with the means established in the organisational and operational regulations of the markets themselves, so as to ensure parity of treatment among the shareholders;

- Determinations pursuant to art. 2390 of the Italian Civil Code

ANNEX: Remuneration Plans based on Financial Instruments

FOR FURTHER INFORMATION

INVESTOR RELATIONS

Marina Cargnello: tel. [phone]; cell. [phone]; [e-mail]

Livio Libralesso, CFO

Massimo Stefanello, Corporate Managing Director

PRESS OFFICE

Marco Bianchin: tel. [phone]; cell. [phone]

REMUNERATION PLANS BASED ON FINANCIAL INSTRUMENTS Table No 1 of scheme no. 7 of Annex 3 A of Regulation No 11971/1999

	SCHEDULE 2
	Options
	Section 1 Options newly allocated based on the decision of the BoD on a proposal for the Shareholders' meeting
Name or category	Position (to be indicated only for persons mentioned by name)	Date of resolution by the meeting	Description of instrument	Number of financial instruments underlying the options allocated for each person or category	Date of allocation by the BoD or competent body	Exercise price	Market price of financial instrument on date of allocation	Option expiry
Diego Bolzonello	Managing Director	22.12.2011	Options on Geox ordinary shares	800.000	22.12.2011	2,29	2,20	31.03.2020
Directors		22.12.2011	Options on Geox ordinary shares	980.000	22.12.2011	2,29	2,20	31.03.2020