Ponzano Veneto (TV) - Italy Issued and fully paid ... - Benetton Group

BENETTON GROUP S.p.A. Registered Office: Via Villa Minelli, 1 - Ponzano Veneto (TV) - Italy Issued and fully paid capital stock: € 237,482,715.60 Treviso Company Register No. 00193320264

NOTICE OF ORDINARY GENERAL MEETING Shareholders are called to the Ordinary General Meeting to be held in first calling at 11.00 a.m. on April 24th, 2008, at Via Villa Minelli 1, Ponzano Veneto (TV), Italy, or in second calling, if needed, on April 28, 2008, same time and place.

AGENDA 1. To examine the Annual Report as of December 31, 2007. Pertinent and related resolutions; 2. To determine the annual Directors’ emolument; 3. To appoint the Board of Statutory Auditors and to determine its emolument; 4. To authorise the Board of Directors to the purchase and sale of own shares. Related resolutions.

Pursuant to the law in force and provided by Art. 9 of the Articles of Association, the right to attend and vote is reserved to those Shareholders who shall submit the communication issued by their relevant intermediaries. The communication must reach the Company at least two business days before the General Meeting’s date. The shares will become available again after the General Meeting has taken place. The Shareholders may be represented by third parties through written proxy in accordance with the law. The Chairman of the General Meeting shall verify the qualifications of the proxy holders and their right to intervene during the proceedings of the General Meeting. All relevant documentation on the proposed resolutions will be available, within the established period, at the headquarters of the Company, at the office of Borsa Italiana S.p.A. and on the website of the Company www.benettongroup.com/investors. Regarding the appointment of the Board of Statutory Auditors reference is made to the Company’s Articles of Association as specifically stated in Art. 19 also available in the website of the Company www.benettongroup.com/investors, section “Governance – Articles of Association”. It is pointed out that the appointment of the Board of Statutory Auditors is done on the basis of lists presented by the shareholders containing the names and numbering of the standing member candidates (3) separately from the alternate member candidates (2). The candidates shall be in possession of the qualifications required by prevailing statutory and regulatory provisions in force, including the provision of the Articles of Association above mentioned. Lists may be presented by only those shareholders who own, alone or together with others, at least 2 (two) % of share capital (according to the Consob Resolution n.16319 dated January 29th 2008 pursuant to Article 144 septies of the Consob Regulation n. 11971/99) The lists, signed by those presenting them, shall be filed at the Company’s registered offices at least 15 (fifteen) days in advance of the date set for the first calling of the Shareholders’ Meeting convened to vote on the appointment of statutory auditors, accompanied by (i) information about the shareholders who have filed the lists, specifying their overall percentage interest in share capital, and (ii) documentation confirming them as shareholders and the percentage of share capital they own, (iii) comprehensive details on the personal characteristics and experience of the candidates, (iv) a statement by the candidates themselves confirming that they are in possession of the requirements envisaged by prevailing statutory or regulatory requirements and the absence of any reasons for incompatibility and/or ineligibility, (v) statements by the candidates in which they accept their candidacy and provide details of their appointments as directors or statutory auditors in other companies, (vi) any other information required by prevailing statutory and regulatory provisions. No shareholder may present or be involved in presenting more than one list, including through a third party or trust company. No candidate may appear in more than one list, otherwise they will be disqualified. Lists not observing the above provisions shall be treated as if they had not been presented. The list shall be promptly published on the Company’s website at least ten days in advance of the date set for the first calling of the Shareholders’ meeting. Holders of American Depositary Receipts (“ADRs”) representing the company’s ordinary shares will receive voting instructions from Deutsche Bank Trust Company Americas of New York as Depositary Bank. 2007 ANNUAL REPORT Notice is hereby given that the 2007 Consolidated Financial Statements and preliminary Financial Statements of the Company, approved by the Board of Directors, are available at Borsa Italiana S.p.A., at the Company’s registered office and at the Company’s website www. benettongroup.com/investors. The reports containing the opinion rendered by the Board of Auditors and the Independent Auditors will be available within the established period. Luciano Benetton Chairman of the Board of Directors