Moncler - Annual Report 2024

Moncler Group | Annual Report 2024 486 Moncler Group | Annual Report 2024 487

Officer also appointed to certify sustainability reporting, and from the Head of

Internal Audit and the heads of other company departments involved from time

to time in the Board’s supervisory activities;

 in the context of the relations between the supervisory body and auditor (Article

150, third paragraph of the TUF) and in the light of the Board of Statutory

Auditors’ powers as the Internal Control and Accounts Auditing Committee

(Article 19 of Legislative Decree 39/2010), held periodic meetings with the

appointed auditors, Deloitte & Touche S.p.A., to exchange information and

data relevant to their respective duties. The Board also met with Deloitte &

Touche in its capacity as the entity in charge of certifying sustainability

reporting pursuant to Legislative Decree 125/2024.

2. Transactions of major financial significance. Other notable events (point 1

of Consob Communication No. 1025564/01)

2.1 Activities of the Board

The Board of Statutory Auditors oversaw the Company’s compliance with the law,

the company bylaws and the principles of sound administration, with particular

reference to operations that were significant in terms of profit or loss, financial

aspects or equity, by regularly attending the meetings of the Board of Directors

and by examining the documents provided.

In this regard, the Board of Statutory Auditors received information from the

Managing Directors and the Board of directors on the activities carried out and on

the most significant economic, financial and asset operations resolved and

implemented by the Company, including through directly or indirectly controlled

companies; that information is represented in detail in the Board of Directors’

Report, to which reference is made.

On the basis of the information made available to the Board, it can reasonably be

considered that these operations were carried out in accordance with the law and

the company bylaws, and that they were not manifestly imprudent, reckless nor

did they conflict with the resolutions passed by the shareholders meeting nor

would they compromise the integrity of the Companys assets

22 Significant events

Information about the significant events involving the Company and the Group in

2024 is contained in the Annual Report and Consolidated Financial Statements for

2024 and in the Report on Corporate Governance and Ownership Structure. These

events include, in particular:

(i) on 28 March 2024, Moncler Japan Corporation acquired from its Japanese

shareholder (Yagi Tsusho Ltd) its remaining stake in Moncler Japan Corporation

equal to 5.06% of the share capital, for an outlay of Euro 9.3 million. As a result

of this transaction, Moncler now holds the entire share capital of Moncler Japan

Corporation through the subsidiary Industries S.p.A..

(ii) on 24 April 2024, the Ordinary Shareholders' Meeting approved the financial

statements of Moncler for the year ended 31 December 2023 and resolved to

distribute a gross unit dividend of Euro 1.15 per share (Euro 1.12 per share in the

previous year). The outlay related to this distribution amounted to Euro 311.0

million;

(iii) on 24 April 2024, Moncler's Board of Directors, following the shareholders'

resolution, approved the implementation of the stock grant plan called

"Performance Shares 2024 Plan" and resolved, with the favourable opinion of the

Nomination and Remuneration Committee, to allocate up to a maximum of

1,109,219 shares in favour of 198 beneficiaries - including Executive Directors

and Key Managers - subject to the achievement of performance targets at the end

of the three-year vesting period;

(iv) on 26 September 2024 (the "Relevant Date") Ruffini Partecipazioni Holding

S.r.l. ("RPH") and, for certain specific provisions, Remo Ruffini, on the one hand,

and White Investissement SAS (the "Investor" and, jointly with RPH, the

"Parties") and, for certain other specific provisions, LVMH Moët Hennessy Louis

Vuitton S.E. ("LVMH"), on the other hand, entered into an agreement called the

"Investment Agreement" (the "Agreement") concerning Double R S.r.l. ("DR" or

the "Company") and aimed at regulating, inter alia, the purchase by the Investor of

a stake representing 10% of the share capital of DR held by RPH. Also on the

Relevant Date, (i) RPH and, for certain specific provisions, Mr Ruffini, on the one

hand, (ii) the Investor and, for certain other specific provisions, LVMH, on the

other hand, and (iii) for certain further specific provisions, DR, on the other hand,

signed a shareholders agreement the Shareholders Agreement by which to

regulate their relations and respective rights and obligations as shareholders of DR

and indirect shareholders of Moncler As reported in the key information

published pursuant to Article 130 of the Issuers Regulation on Monclers website

the shareholders agreements contained in the Agreement do not affect the de facto

control of Moncler which is exercised by Mr Ruffini through RPH and DR