La Doria S p A : Notice pursuant to Article 102,paragraph 1, of Legislative Decree 24 February 1998, no.58

THE RELEASE, PUBBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

MANDATORY TENDER OFFER FOR THE ORDINARY SHARES OF LA DORIA S.P.A. BY

AMALFI HOLDING S.P.A.

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NOTICE PURSUANT TO ARTICLE 102, PARAGRAPH 1, OF LEGISLATIVE DECREE 24 FEBRUARY 1998, NO. 58,

AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED, AND ARTICLE 37, PARAGRAPH 1, OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED

Milan, 31 January 2022 - Pursuant to and for the purposes of Article 102, paragraph 1, of Legislative Decree 24 February 1998, No. 58, as subsequently amended and supplemented (the "Consolidated Financial Act" or "CFA"), and Article 37, paragraph 1, of the Regulation adopted by CONSOB with resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), following the completion, as at the date thereof, of the following transactions:

• the completion of the sale and purchase by Amalfi Holding S.p.A. (the "Offeror" or "Amalfi" or "BidCo") of 63.13% of the share capital of La Doria S.p.A. ("La Doria" or the "Issuer" or the "Company") by Messrs. Teresa Maria Rosaria Ferraioli, Andrea Ferraioli Senior, Andrea Ferraioli Junior, Antonio Ferraioli, Diodato Ferraioli, Gabriella Anna Ferraioli, Giovanna Ferraioli, Michele Imbriani, Simona Imbriani, Iolanda Ferraioli, Tommaso Mariniello, Annapaola Mariniello, Raffaella Ferraioli, Enzo Diodato Lamberti, Giovanna Lamberti, Rosa Ferraioli, Antonella Manzo and Marina Manzo (the "Sellers"), and in particular the purchase by Amalfi of (i) no. 210.062 ordinary shares of La Doria, totally equal to 0.67% of the Issuer's share capital, from Antonio Ferraioli and Andrea Ferraioli Senior and (ii) 100% of the shareholdings held by the Sellers in certain holding companies (the "Ferraioli Holdings"), which together hold n. 19.360.938 ordinary shares of La Doria, equal to 62.46% of its share capital (collectively, the "Sale and Purchase");
• the completion of an investment agreement (the "Investment Agreement") between HoldCo (as defined below) and Messrs. Antonio Ferraioli, Rosa Ferraioli, Andrea Ferraioli Senior, Giovanna Ferraioli, Iolanda Ferraioli, Raffaella Ferraioli and Teresa Maria Rosaria Ferraioli, concerning, inter alia: (i) the capitalisation commitments of BidCo and TopCo (as defined below), including through reinvestment by Antonio Ferraioli, Rosa Ferraioli, Andrea Ferraioli Senior, Giovanna Ferraioli, Iolanda Ferraioli, Raffaella Ferraioli and Teresa Maria Rosaria Ferraioli in the share capital of TopCo, and (ii) the commitments of each party in relation to the promotion by BidCo, following the Sale and Purchase, of the Offer;
• the signing of a shareholders' agreement governing (i) the evolution of the corporate and financial structure of Ferraioli Holdings, the company resulting from the merger by incorporation of Ferraioli Holdings into a newly incorporated company or into one of the Ferraioli Holdings (the "Holding Resulting from the Merger"), BidCo and the Company, (ii) the mutual rights and obligations in relation to the corporate governance of TopCo, Ferraioli Holdings, the Holding Company Resulting

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from the Merger, BidCo and the Company, as well as (iii) the provisions regulating the circulation of the shares of TopCo, BidCo, Ferraioli Holdings, the Holding Company Resulting from the Merger and the Company;

the Offeror hereby announces (the "Statement") that the legal requirements for the promotion by the Offeror of a mandatory tender offer (the "Offer") have been satisfied, pursuant to and for the purposes of Articles

102 and 106, paragraph 1 and paragraph 3, letter a), and 109 of CFA, aimed at:

1. acquiring all of the ordinary shares (the "Shares") of La Doria S.p.A., a company with shares listed on Euronext Milan ("Euronext"), STAR segment, organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana") - including the 437,401 treasury shares held by the Issuer - equal to a maximum total of 11,429,000 ordinary shares (hereinafter, the "Shares Subject to the Offer"); and
2. obtaining the delisting of the Issuer's Shares from Euronext (the "Delisting").

The legal requirements, terms, conditions and essential elements of the Offer are indicated below. For a complete description and evaluation of the Offer, please refer to the Offer document which will be drafted in accordance with the scheme no. 1 of Annex 2 A of the Issuers' Regulation, which will be filed with the CONSOB and made available by the Offeror in the manner and within the timeframe required by applicable law (the "Offer Document").

• THE OFFEROR

The Offeror is Amalfi Holding S.p.A., a company incorporated under Italian law with registered office in Milan, via Alessandro Manzoni no. 38, registration number with the Companies' Register of Milan Monza Brianza Lodi, tax code and VAT number 12060120966.

The share capital of the Offeror is entirely held by Amalfi Invest S.p.A. ("TopCo"); whose share capital is in turn held:

• by Amalfi Invest Opportunities S.à r.l. ("HoldCo"), for a shareholding equal to 65% of the relative share capital;
• by some members of the Ferraioli Family or companies owned by them, for a total shareholding equal to 35% of the capital.

Below there are the details of TopCo's shareholders at the Date of the Statement, indicating the relevant directly or indirectly controlling parties.

1. HoldCo, which directly controls TopCo with a shareholding equal to 65% of the capital, is a société à responsabilité limitée under Luxembourg law with registered office at Avenue Monterey 23, L-2163, Luxembourg, registered with the Luxembourg Register of Companies under no. B248432.

In turn, HoldCo's share capital is entirely held by Amalfi Invest Participations S.à r.l. ("Lux TopCo").

Investindustrial VII L.P. holds a shareholding in Lux TopCo equal to 92% of its share capital. The latter is currently managed independently by Investindustrial Advisors Limited, a limited company incorporated under the laws of England and Wales on 2 June 1977, with its registered office at no. 16, Palace Street, London, SW1E 5JD (United Kingdom), registered with the relevant Companies' Register under number 01316019 and authorised by the Financial Conduct Authority as the investment manager of Investindustrial VII L.P. Therefore, Investindustrial Advisors Limited manages, at its discretion, the investments of

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Investindustrial VII L.P. The remaining 8% of Lux TopCo's share capital is held by passive co-investors, some of which shall be considered as affiliates of Investindustrial Advisors Limited according to applicable law.

1. Passione S.r.l., which holds a shareholding in TopCo equal to 16.50% of the capital, is a limited liability company under Italian law with registered office at Via della Chiusa 15, Milan, enrolled in the Milan Register of Companies under no. 12188280965. The capital of Passione S.r.l. is held by: (i) Gabriella Anna Ferraioli (33%); (ii) Diodato Ferraioli (33%); (iii) Andrea Ferraioli Junior (33%); and (iv) Antonio Ferraioli (for the remaining 1%).
2. Impegno S.r.l., which holds a shareholding in TopCo equal to 13.50% of the capital, is a limited liability company under Italian law, with registered office at Via della Chiusa no. 15, Milan, enrolled in the Milan Register of Companies under no. 12188290964. The share capital of Impegno S.r.l. is held by: (i) Enzo Diodato Lamberti (50.9%); (ii) Giovanna Lamberti (for 48.9%); and (iii) Rosa Ferraioli (for the remaining 0.2%).
3. Hiofer S.r.l., Andrea Ferraioli Senior, Giovanna Ferraioli, Teresa Maria Rosaria Ferraioli and Raffaella Ferraioli hold a total shareholding in TopCo equal to 5% of the capital shared equally by them.

• PERSONS ACTING IN CONCERT IN RELATION TO THE OFFER

By virtue of the relationships described above, TopCo, HoldCo, Lux TopCo, Investindustrial VII and Investindustrial Advisors Limited are deemed to be persons acting in concert with the Offeror within the meaning of Article 101-bis, paragraph 4-bis, letter b), of the CFA.

Having entered into the shareholders' agreements related to the Offer and the governance of the Issuer, are also considered to be persons acting in concert with the Offeror in accordance with Article 101-bis , paragraph 4-bis , letter a) of the CFA, the following subjects: Passione S.r.l., Andrea Ferraioli Senior, Antonio Ferraioli, Impegno S.r.l., Raffaella Ferraioli, Giovanna Ferraioli, Rosa Ferraioli, Hiofer S.r.l., Iolanda Ferraioli e Teresa Maria Rosaria Ferraioli, (TopCo, HoldCo, Lux TopCo, Investindustrial VII, Investindustrial Advisors Limited e Passione S.r.l., Andrea Ferraioli Senior, Antonio Ferraioli, Impegno S.r.l., Raffaella Ferraioli, Giovanna Ferraioli, Rosa Ferraioli, Hiofer S.r.l., Iolanda Ferraioli e Teresa Maria Rosaria Ferraioli, following the "Persons Acting in Concert").

Without prejudice to the foregoing, the Offeror will be the only party to acquire the Shares Subject to the Offer which will be tendered to the Offer.

For further information on the content of the shareholders' agreements related to the Offer, please refer to the relevant key information, pursuant to Article 122 of the CFA and Article 130 of the Issuers' Regulation, on the Issuer's website (www.gruppoladoria.it).

• THE ISSUER

The Issuer is La Doria S.p.A. ("La Doria"), a joint-stock company incorporated and existing under Italian law, with registered office in Angri (SA), Via Nazionale no. 320, registration number with the Companies' Register of Salerno, tax code and VAT no. 00180700650, share capital of Euro 46,810,000.00, divided into 31,000,000 ordinary shares with a nominal value equal to Euro 1.51, listed on Euronext Milan, STAR segment, with ISIN code IT0001055521.

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• LEGAL REQUIREMENTS OF THE OFFER

The Offer consists of a mandatory tender offer pursuant to Articles 102 and 106, paragraph 1 and paragraph 3, letter a), and 109, paragraph 1, of the CFA.

The Offeror's obligation to promote the Offer follows the completion, on the date hereof, of the Sale and Purchase, involving the acquisition by the Offeror of 63.13% of La Doria's share capital and consisting, in particular, of the purchase by Amalfi of (i) no. 210.062 ordinary shares of La Doria, totally equal to 0.67% of the Issuer's share capital, from Antonio Ferraioli and Andrea Ferraioli Senior and (ii) 100% of the shareholdings held by the Sellers in Ferraioli Holdings, which together hold n. 19.360.938 ordinary shares of La Doria, equal to 62.46% of its share capital.

The Sale and Purchase integrates, in fact, a direct and indirect purchase transaction, the latter pursuant to and for the purposes of Article 106, paragraph 3, of the CFA and Article 45 of the Issuers' Regulation.

In fact, the ownership structure of La Doria was changed as a result of the purchases of La Doria's Shares by the Offeror and the signing of the Shareholders' Agreement. In particular, as a result of the completion of the Sale and Purchase and the signing of the Shareholders' Agreement, BidCo has become the owner, as on the date hereof, directly and indirectly, of no. 19,571.000 ordinary shares of the Company representing, totally, 63.13% of the current share capital of La Doria and 64.04% of the related voting rights and, therefore, by virtue of what is specified below, pursuant to Article 93 of CFA, Investindustrial Advisors Limited indirectly exercises control over La Doria (as explained in greater detail in paragraph 1 above).

Below there is a graphical representation of the Offeror's chain of control following the execution of the Sale and Purchase.

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• FINANCIAL INSTRUMENTS COVERED BY THE OFFER

The Offer relates to the entire share capital of the Issuer less the 19,571,000 Shares held directly and indirectly by the Offeror as of the Statement Date (representing, as of the Statement Date, 63.13% of the share capital and 64.04% of the voting rights).

The Offeror reserves the right to carry out, directly or through the Persons Acting in Concert, further purchases of Shares outside of the Offer, which will be disclosed to the market pursuant to Article 41, paragraph 2, letter c) of the Issuers' Regulation.

The Offer does not concern financial instruments other than Shares.

It should be noted that, according to the Issuer's communication, La Doria holds 437,401 treasury Shares, equal to approximately 1.41% of the Issuer's current share capital; treasury Shares also form part of the Shares Subject to the Offer.

The Shares to be subscribed under the Offer must be freely transferable to the Offeror and free from encumbrances of any kind or nature, whether real, obligatory or personal.

The Offer is addressed, indiscriminately and on equal terms, to all shareholders of the Issuer.

• SHARE PRICE AND MAXIMUM DISBURSEMENT

The Price offered by the Offeror for each Share tendered in the Offer is Euro 16.50, less the amount of any dividend (ordinary or extraordinary) per Share approved for distribution by the relevant corporate bodies of the Issuer and actually paid prior to the date of payment of the Price, and will be fully paid in cash on the Date of Payment (or on the date of payment following the reopening of the terms period) (the "Price").

Considering the mandatory nature of the Offer, and taking into account the structure of the transaction from which the obligation to launch the Offer arises, the Price has been set in accordance with the provisions of Article 106, paragraph 2, of the CFA, pursuant to which the Offer must be made at a price not lower than the highest price paid by the Offeror and by the Parties Acting in Concert with the same for the purchases of the Issuer's ordinary shares in the twelve-month period prior to the notice date pursuant to Article 102 of the CFA;

Consistent with the above criteria, since neither the Offeror nor the Persons Acting in Concert with the Offeror have purchased shares of the Issuer - in the 12 (twelve) months preceding the date of the Statement

• at a price higher than the unitary value of the Issuer's Shares conventionally recognised by the parties in the context of the Investment Agreement and of the Sale and Purchase, the Price is equal to Euro 16.50.

The Price is net of stamp duties, expenses, fees and/or commissions, which will be borne by the Offeror, while regular tax or substitute tax on capital gains, if due, will be upon the persons accepting the Offer.

The Price includes a premium of 0.24% with respect to the official price of the Shares on 28 January 2022 (the last trading day prior to the release of this Statement).

It must be noted that, for purposes of determining the Price, no appraisals or fairness opinions from independent parties were obtained and/or used.

The Price includes the following premiums with respect to the official prices of the Shares for the reference periods indicated in the following table:

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