NATUZZI S P A (Form: S-8, Received: 07/29/2022 16:26:18)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on July 29, 2022.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NATUZZI S.p.A.

(Exact Name of Registrant as Specified in Its Charter)

Republic of Italy

2510

N/A

(State or other jurisdiction of

Incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

Via Iazzitiello 47

70029 Santeramo in Colle, Bari, Italy

+39 080 8820 812

(Address of principal executive offices, including zip code)

Natuzzi 2022-2026 Stock Option Plan

(Full Title of the Plan)

Natuzzi Americas, Inc.

151 West High Avenue

High Point, North Carolina 27260

Phone: +1 (336) 887-8300

(Name, address and telephone number, including area code, of agent for service )

Copies to:

David I. Gottlieb

Cleary Gottlieb Steen & Hamilton LLC

2 London Wall Place

London EC2Y 5AU

United Kingdom

Tel. No.: 011-44-20-7614-2230

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement relates to the registration of ordinary shares, par value €1.00 per share (the “Ordinary Shares”), of the Registrant to be offered and sold under the Natuzzi 2022-2026 Stock Option Plan (the “Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) (§230.428(b)(1)). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. See Rule 428(a)(1) (§230.428(a)(1)).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The rules of the Commission allow us to incorporate by reference information into this Registration Statement. The information incorporated by reference is considered to be a part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. This Registration Statement incorporates by reference the documents listed below. In addition, any Report on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this Registration Statement if and to the extent provided in such document.

(a)

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (File No. 001-11854) filed with the Commission on May 2, 2022.

(b)

All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report referred to in (a) above;

(c)

The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed under the Exchange Act on Form 8-A dated April 12, 1993, including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents. Except as provided in the last sentence of the first paragraph of the section of this Registration Statement entitled “Item 3. Incorporation of Documents by Reference”, nothing in this Registration Statement shall be deemed to incorporate any information provided in documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Italian law does not limit the extent to which a company may provide for indemnification of officers and directors, except to the extent it is provided indemnification against damages costs, and expenses for which officers and directors are held liable towards the company or, in any case, as a consequence of the wrongful intentional or grossly negligent acts or omissions or such indemnification is held to be contrary to public policy, such as in case of criminal or administrative financial penalties.

The Registrant maintains insurance under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of infringing or having infringed their duties as directors or officers, so long as such infringement was not willful.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant under the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The Index of Exhibits filed herewith and appearing immediately before the signature page to this Registration Statement is incorporated by reference in this Item 8.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein.

(2) That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Exhibit Index


Exhibit Number		Description

3.1		English translation of the by-laws (statuto) of the Company, as amended and restated as of July 26, 2022.*

4.1		Natuzzi 2022-2026 Stock Option Plan.*

5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP, Italian Counsel of Natuzzi S.p.A., as to the validity of the Ordinary Shares.*

23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP, Italian Counsel of Natuzzi S.p.A. (included in Exhibit 5.1).*

23.2		Consent of KPMG S.p.A. relating to the consolidated financial statements of Natuzzi S.p.A.*

24.1		Power of Attorney (included as part of the signature page of the Registration Statement).*

107		Filing Fee Table.*

*	Filed herewith

‡	Incorporated herein by reference

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santeramo in Colle, on this 29^th day of July, 2022.


Natuzzi S.p.A.

By:		/s/ Pasquale Natuzzi
		Name: Pasquale Natuzzi
		Title: Executive Chairman
		of the Board of Directors

By:		/s/ Giuseppe Cacciapaglia
		Name: Giuseppe Cacciapaglia
		Title: Chief Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Pasquale Natuzzi and Giuseppe Cacciapaglia, and each of them, individually, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his/her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration Statement has been signed by the following persons in the capacities and on the date indicated:


Signature	Title	Date

/s/ Antonio Achille	Chief Executive Officer	July 29, 2022
Antonio Achille	(principal executive
	officer)

/s/ Giuseppe Cacciapaglia	Chief Accounting	July 29, 2022
Giuseppe Cacciapaglia	Officer
	(principal accounting
	officer)

/s/ Pasquale Natuzzi	Executive Chairman of	July 29, 2022
Pasquale Natuzzi	the Board of Directors

/s/ Antonia Isabella Perrone	Non-executive	July 29, 2022
Antonia Isabella Perrone	Director

/s/ Marco Caneva	Non-executive	July 29, 2022
Marco Caneva	Director

/s/ Giuseppe Antonio D’Angelo	Non-executive	July 29, 2022
Giuseppe Antonio D’Angelo	Director

/s/ Alessandro Musella	Non-executive	July 29, 2022
Alessandro Musella	Director


/s/ Pasquale Junior Natuzzi	Executive Director	July 29, 2022
Pasquale Junior Natuzzi

/s/ Gilles Bonan	Non-executive	July 29, 2022
Gilles Bonan	Director

/s/ Cristiano Liuzzi	Authorized	July 29, 2022
Cristiano Liuzzi	Representative in
	the United States

Exhibit 3.1

BY LAWS OF THE STOCK COMPANY of “NATUZZI S.P.A.”

Article 1. Name

1. Incorporated hereby is a stock company having the name “Natuzzi S.p.A.”

Article 2. Head Office

2. The company has its legal headquarters in Santeramo in Colle (BA). Secondary headquarters may be established or eliminated at other locations in Italy or abroad, pursuant to resolutions adopted by its managing body.

Article 3. Corporate purpose

3. The corporate purpose is the production and sale of sofas and armchairs, furniture in general, furniture products, as well as the production, manufacture and sale of raw materials and semi-finished products destined for such use.

The company also has, as non-prevalent purposes and with regard to the companies constituting part of the group, the following activities:

•

the management of the group’s information services, administration and commercial systems;

•

the production of software and hardware;

•

the consultancy and organization related to management problems, research and development of marketing and commercial penetration, import-export and company problems of an economic nature;

•

training services for managers, executives, employees and factory workers;

•

the development and creation of industrial prototypes, brand names and patents, graphics and publicity;

•

the granting of financing in any form;

•

foreign exchange transactions;

•

the collection, payment and transfer of funds;

•

financial coordination; budgetary, strategic and administrative planning; coordination of purchases, product engineering and development and marketing;

•

the construction, purchase, management, licensing and leasing of industrial, commercial and production premises; and

•

the purchase, management, licensing and leasing of machinery, equipment and other tools.

All financial activities legally reserved to banks or investment institutions are strictly excluded.

Furthermore the company may carry out, again within the “Natuzzi S.p.A.” group, activities related to the installation, maintenance, revision of technological plants and mechanical, hydraulic, thermal, electric systems, of telephone networks, electricity and transfer lines.

In addition, the company may acquire participations and interests in other companies or enterprises of any kind, in Italy or abroad, as a stable investment and not for the purpose of placement of securities, and may undertake all operations that the managing body deems necessary or useful to the attainment of the purposes of the company, including the grant of personal guaranties (“fideiussioni”) and other guaranties.

Article 4. Duration

4. The duration of the company is up until 31.12.2050.

Article 5. Domicile

5. The domicile of the shareholders, the directors, the statutory auditors and the external auditor, insofar as it concerns their relations with the company shall be the one indicated in the company’s ledgers.

Article 6. Capital and shares

6. The share capital is fifty-four million, eight hundred fifty three thousand and forty-five euro (€54,853,045.00) and is divided into fifty-four million, eight hundred fifty three thousand and forty-five (54,853,045) shares, each with a nominal value of one euro (€1.00).

The extraordinary shareholders’ meeting held on 23rd July 2004 authorized the managing body to implement, within five years from the registration of the resolution in the Register of Companies, an increase in the share capital without consideration (“a titolo gratuito”), up to a maximum amount of five hundred thousand euro (€500,000.00), and an increase in the share capital with consideration (“a pagamento”), up to a maximum amount of euro three million (€3,000,000.00) to implement the Incentive Plan that such meeting created at the benefit of the company’s and its affiliates’ employees.

The extraordinary shareholders’ meeting held on 1st July 2022 authorized the managing body to implement, within five years from the registration of the resolution in the Register of Companies, an increase in the share capital with consideration (“a pagamento”), in one or more tranches, up to a maximum amount of nominal five million, four hundred and eighty-five thousand, three hundred and four euro (€5,485,304.00), with the exclusion of pre-emption rights pursuant to article 2441, eighth paragraph, of the civil code, to implement the Incentive Plan approved by the board of directors at the benefit of the company’s and its affiliates’ employees.

On 15th July 2022, the board of directors, in accordance with the authorization given to it by the extraordinary shareholders’ meeting held on 1st July 2022, resolved to increase the share capital from fifty-four million, eight hundred fifty three thousand and forty-five euro (€54,853,045.00) to fifty-five million, seventy-three thousand and forty-five euro (€55,073,045.00), therefore by two hundred and twenty thousand euro (€220,000.00). This share capital increase shall be carried out by 31st December 2022.

The shares are represented by share certificates. Each share carries one vote in the general meeting of shareholders.

Article 7. Participation Certificates (“Strumenti finanziari”)

7.1 The company may issue participation certificates (“strumenti finanziari”), having attached economic or administrative rights, vis-à-vis contributions by shareholders or third parties, including activities or services.

7.2 The participation certificates shall be issued by the shareholders’ extraordinary meeting.

7.3 The resolution issuing the participation certificates shall establish the characteristics of the certificates thereof with regards to the contribution by each holder, specifying the rights attached to the certificate and the penalties in the event of failure to make the relevant contribution.

7.4 The participation certificates issued vis-à-vis the contribution of services and activities are not transferable.

7.5 The participation certificates are represented by registered credit instruments.

Article 8. Bonds

8.1 The company may issue bonds, which may be convertible or non-convertible into shares.

8.2 The bondholders must choose a common representative. Article 29 of these by-laws shall apply, where compatible, to bondholders meetings.

Article 9. Segregated Assets

9.1 The company may segregate one or more pools of assets for the carrying out of a specific business in accordance with articles 2447-bis et seq. of the civil code.

9.2 The resolution segregating the relevant pool of assets shall be adopted by the extraordinary meeting, in accordance with article 16 of these by-laws.

Article 10. Loans

10. The company may obtain from its shareholders loans free of charge or against payment, with or without the obligation to reimburse, in compliance with applicable rules, with special reference to the rules regulating the collection of public savings.

Article 11. Shares and domicile of shareholders

11.1 The shares are registered and freely transferable.

Article 12. Withdrawal

12.1 Each shareholder not approving resolutions in connection with the following subject matters shall have the right to withdraw from the company by tendering all or part of their shares:

amendment of the clause of these by-laws concerning the corporate purpose, in the event that such amendment entails a material change in the activities carried out by the company;

transformation of the company from a stock corporation into another legal entity;

transfer of the legal headquarters abroad;

revocation of the state of winding up;

modification of the rules determining the value of the shares in case of withdrawal;

modifications of the by-laws related to the voting rights attached to shares or the rights to attend the meetings;

elimination of one or more triggering events for withdrawal pursuant to these by-laws.

Should the company be subject to direction and coordinating powers pursuant to articles 2497 et seq. of the civil code, shareholders shall have the right to withdraw from the company by tendering their shares in the events set forth in article 2497-quater of the civil code.

12.2 The shareholder must notify his or her intention to withdraw in writing, by registered mail, to the managing body.

The registered mail must be sent within fifteen days from the registration in the Register of Companies of the resolution triggering the right of withdrawal, and include the details of the withdrawing shareholder, his or her elected domicile in relation to this procedure, the number and the class of the shares for which the right of withdrawal is exercised.

If the event triggering the withdrawal does not arise from a resolution by the shareholders’ meeting, the right of withdrawal shall be exercised no later than thirty days from the date in which the shareholder has become aware of such event.

The shares for which the right to withdraw is exercised may not be transferred and the relevant certificates, where issued, must be deposited at the registered office of the company.

The exercise of the right to withdraw must be recorded in the shareholders’ ledger.

Withdrawal rights may not be exercised and, if already exercised, shall cease to have effect, in the event that the company revokes the resolution that triggers such withdrawal rights.

12.3 Shareholders shall have the right to liquidate the shares for which withdrawal is requested.

The value of the shares shall be established by the directors, having heard the opinion of the board of statutory auditors and the external auditor, taking into account the equity and financial position of the company and its perspectives in terms of income, as well as the market value of the shares, if any.

The managing body must prepare and deposit at the registered office of the company, within fifteen days prior to the meeting that addresses the subject matters triggering the right to withdraw, the documentation necessary to determine the value of the shares in accordance with the abovementioned criteria.

Each shareholder shall have the right to inspect the documentation related to the evaluation indicated above and obtain a copy at his or her own expense.

In the event that the shareholder that intends to withdraw, in the notice for exercising the right of withdrawal, opposes the liquidation value determined by the managing body, the liquidation value shall be established, within ninety days of the exercise of the right of withdrawal, through a sworn report by an expert nominated by the President of the Tribunal in whose jurisdiction the company has its offices, who shall also decide on the procedural costs, upon the request made by the most diligent party. Article 1349, first paragraph of the civil code shall apply.

12.4 The directors shall offer on a preemptive basis the rights to acquire the shares of the withdrawing shareholder to the other shareholders, pro-rata with the number of shares they hold.

If convertible bonds are outstanding, such preemptive rights shall also pertain to the holders of convertible bonds, together with shareholders, on the basis of the relevant exchange ratio.

The offer of the abovementioned rights must be deposited with the Register of Companies within fifteen days from the final determination of the value for the liquidation, with a term for the exercise of such right of no less than thirty days from the deposit of the offer.

Those who exercise such rights, so long as they make a specific request, shall have the right of pre-emption for the acquisition of the shares for which the relevant rights have not been exercised (article 2437-quater, third paragraph, of the civil code).

The shares for which the relevant pre-emptive rights have not been exercised may be placed by the managing body with third parties.

In case the shares of the shareholder that has asserted the right to withdrawal remain unsold the shareholder shall be reimbursed, if available reserves exist, through a repurchase by the company of its own shares, that may also occur in prejudice of the prescriptions set forth by article 2357, third paragraph, of the civil code.

Should no reserves be available, an extraordinary meeting of shareholders must be called in order to resolve either upon the reduction of the share capital, or the winding up of the company.

The prescriptions set forth by article 2445, second, third and fourth paragraphs, shall apply to the resolution reducing the share capital; should the creditors’ right of opposition be affirmed, the company shall be wound up.

Article 13. Sole Shareholder

13.1 If the shares belong to a sole shareholder or if the sole shareholder changes, the directors, in compliance with article 2362 of the civil code, shall deposit, for registration in the Register of Companies, a statement indicating, if an individual, the first name and surname, the date and place of birth, the domicile, and the nationality of such shareholder, or, if not an individual, the entity name, its date of organization, and its office.

13.2 Whenever the plurality of shareholders is established or re-established, the directors must deposit a statement describing such event for the registration in the Register of Companies.

13.3 The sole shareholder, or the person ceasing to be the sole shareholder, may fulfill the publicity obligations pursuant to the previous paragraphs.

13.4 The statements set forth in the previous paragraphs must be deposited with the Register of Companies within thirty days from the relevant registration in the shareholders’ ledger and, in any case, must indicate the date of such registration.

Article 14. Subjection to management and control powers

14. The company must indicate if it is subject to management and coordination powers exercised by other entities in all acts and correspondence, as well as through the registration within the relevant section of the Register of Companies as indicated by article 2497-bis, second paragraph, of the civil code.

Article 15. Powers of the ordinary meeting

15.1 The ordinary meeting shall resolve upon the subject matters provided for in the applicable laws and in these by-laws. In particular, the ordinary meeting may approve a regulation concerning the functioning of the meeting.

15.2 The following powers shall strictly be reserved for the ordinary meeting:

approval of the financial statements;

appointment and revocation of directors; appointment of statutory auditors and of the chairman of the board of statutory auditors and, when required, of the external auditor;

determination of the compensation for directors and statutory auditors, without prejudice to the prescriptions set forth in the following article 39;

determination of the responsibilities of directors and statutory auditors.

Article 16. Powers of the extraordinary meeting

16.1 The extraordinary meeting shall resolve upon:

the amendments to the by-laws, with the exception of article 31.2 of these by-laws;

the appointment, revocation and determination of the powers of liquidators;

the issuance of participation certificates pursuant to article 7 of these by-laws;

the creation of segregated pools of assets pursuant to article 9 of these by-laws;

the distribution of profits to the company’s employees or to the employees of the company’s affiliates by way of issuance of shares or of special classes of shares;

the distribution of profits to the company’s employees or to the employees of the company’s affiliates by way of issuance of participation certificates;

all the other subject matters provided for in the applicable laws and in these by-laws.

16.2 The empowerment of the managing body to resolve upon certain subject matters that, according to applicable laws, fall within the powers of the meeting of shareholders, such as the subject matters set forth in article 31.2 of these by-laws, but not to the prejudice of the main competence of the shareholders’ meeting, which shall maintain its powers to resolve upon such subject matters.

Article 17. Call of the meeting

17.1 The meeting must be called by the managing body at least once a year, within one hundred and twenty days from the end of the fiscal year or within one hundred and eighty days from such date, should the company prepare consolidated financial statements or should particular needs or circumstances occur in relation to the structure and the corporate purpose.

17.2 The meeting represents the totality of shareholders and its resolutions, made in compliance with applicable laws and with these by-laws, shall bind all shareholders, including absent or dissenting shareholders.

The meeting may also be called outside of the company’s registered office or abroad.

17.3 In the event the directors cannot call a meeting or in the event that they fail to call a meeting, the meeting may be called by the board of statutory auditors, or through a decree by the competent tribunal upon request of shareholders representing at least one tenth of the share capital.

17.4 The notice convening the shareholders’ meeting must include:

•

the place in which the meeting shall be carried out as well as the places in which it may be connected through telecommunication devices;

•

the date and time of the meeting;

•

the items on the agenda;

•

any other item prescribed by law.

17.5 The meeting shall be called by publication, at least fifteen days before the meeting, of the relevant notice of call in one of the following newspapers: “Il Sole 24 ore”; “Corriere della Sera” or “La Repubblica”.

Article 18. Call of second and subsequent meeting

18.1 The notice of call may include the date, time and place of a second call, and also of a subsequent call, if the previous meetings do not reach the quorums prescribed by the law. The second and the subsequent call may be held within thirty days from the date indicated for the first call.

Article 19. General meeting

19.1 Even in the absence of a formal call, the meeting is duly established when the entire share capital is represented and when the majority of the members of the managing body and of the board of statutory auditors are present.

In this hypothesis each participant may oppose the discussion (and the resolution) of any item for which he or she considers that he or she has not been sufficiently informed.

Article 20. Ordinary meeting: definition of the quorum

20.1 On first call, the ordinary meeting is duly established with shares, present or represented, amounting to at least half of the share capital.

20.2 On second or subsequent call, the ordinary meeting is duly established regardless of the portion of share capital represented.

20.3 On first, second and subsequent calls the resolution of an ordinary meeting is passed by the absolute majority of the shares present or represented at that meeting.

However, the resolution renouncing the bringing of suit against the directors or authorizing a settlement of a suit previously brought against the directors cannot be validly adopted when at least one fifth of the share capital is dissenting.

Article 21. Extraordinary meeting: definition of the quorum

21.1 On first call resolutions of the extraordinary meeting are passed by a majority representing more than half of the share capital.

21.2 On second call the extraordinary meeting is duly convened with at least one third of the share capital and its resolutions are passed by two thirds of the share capital present or represented in that meeting.

However, the resolutions on the following subject matters shall be carried out by a majority of at least one third of the share capital:

amendment of the corporate purpose;

transformation of the company into another legal entity, mergers, de-mergers, in hypotheses other than the ones contemplated by article 31.2, letter a);

early winding up;

extension of the duration;

cancellation of the state of winding up;

transfer of the registered office abroad;

issuance of preference shares.

Article 22. Rules for the calculation of the quorum

22.1 Shares without voting rights shall not be included in the calculation of the quorums necessary to validly establish the meetings.

22.2 Treasury shares and company’s shares held by subsidiaries are included in the calculation of the quorum necessary to validly establish the meeting, as well as for the calculation of the quorum required to validly pass the resolution, and do not have any voting right attached.

22.3 Shares whose voting rights cannot be exercised are included in the calculation of the quorum necessary to validly establish the meeting; the same shares (without prejudice to any different provision provided for by applicable laws) and shares whose voting rights have not been exercised, further to a statement made by the shareholder asserting his or her conflict of interest in the relevant resolution, are not included in the calculation of the majority necessary for the approval of the relevant resolution.

Article 23. Postponement of the meeting

23. Intervening shareholders, representing at least one third of the share capital, have the right to request a postponement of the meeting for no longer than five days, if they state that they have not been sufficiently informed of the subject matters specified in the agenda.

Article 24. Eligibility to attend the meeting and to vote

24.1 Shareholders that are going to attend the meeting (in accordance, inter alia, with the fulfillments indicated in paragraph 3 of article 2370 of the civil code) must deposit their shares (or certificates), at least five days before the date of the meeting, at the registered office or at one of the banks indicated in the notice of call, in order to give proof of their right to participate and to vote at the meeting. The shares must be immediately collected after the deposit has been made.

24.2 Each share entitles to one vote at the meeting.

24.3 Holders of shares that do not carry voting rights have the right to receive the notice of call.

Article 25. Shareholder representation at a meeting

Proxies

25.1 Without prejudice to the prohibitions set forth in article 2372 of the civil code, each shareholder may appoint proxies, by means of a written proxy. The company shall maintain the written proxy on its records.

25.2 The proxy may be issued for several meetings; it may not be issued without indication of the name of the representative and it shall always be revocable, notwithstanding any contrary agreement. The representative may only be replaced by a person specifically indicated in the proxy.

25.3 If a shareholder has conferred a proxy to a company, the legal representative of such company shall represent the shareholder during the meeting.

Alternatively, the company may delegate one of its employees or collaborators.

25.4 Proxies may not be issued to employees, statutory auditors, members of the managing body, or the external auditor.

25.5 Proxies may not be issued to subsidiaries, nor to their employees, statutory auditors, members of the managing bodies and external auditors.

Article 26. Chairman and secretary of the meeting.

Recording of the minutes

26.1 The meeting is chaired by the sole director, by the chairman of the board of directors or, in his absence, by a person nominated by the intervening shareholders.

26.2 Those present at the meeting shall appoint a secretary, not necessarily a shareholder, and, if necessary, one or more scrutinizers, not necessarily a shareholder. The support of the secretary shall not be required if the report is arranged by a notary public.

26.3 The chairman of the meeting shall be in charge of ascertaining that the meeting is validly established, of ascertaining the identity and right to participate of the shareholders present, of regulating the carrying out of the meeting and announcing the results of the resolutions.

26.4 With regards to the carrying out of the works of the meeting, the order for interventions and the methods to discuss upon the items on agenda, the chairman shall have the power to propose procedures that may nevertheless be modified by an absolute majority of the intervening holders of shares carrying voting rights.

26.5 The minutes of the meeting must be prepared in a manner consistent with the duties in connection with their timely deposit and publication and must be undersigned by the chairman, the secretary or the notary public.

26.6 The minutes must indicate:

the date of the meeting;

the identity of the participants and the share capital that they represent (even through an exhibit);

the procedures adopted for the resolutions and results thereof;

the identity of the voters with an indication as to whether they have voted for, against or they have abstained from voting, even through an exhibit;

upon the specific request of the participants, a brief summary of their declarations with regards to the items on the agenda.

Article 27. Meeting procedures

Carrying out of items on the agenda

27.1 The meeting must be carried out with such procedures so that all of those who have the right to attend may be aware, in real time, of the transactions for which they have been called upon to resolve.

27.2 Meetings may be carried out in the presence of audio-video conferences as long as:

•

all people attending the meeting may be identified and their right to take part in may be verified;

•

the chairman of the meeting, even through the chairman’s office may regulate the hearings and may ascertain and announce the results of the votes;

•

all the participants are allowed to follow the discussions, intervene in real time in the discussions and take part simultaneously in the vote;

•

the person in charge of recording the minutes must be able to understand/hear the events to be indicated in the report;

•

the notice of call indicates the places from which an external link has been prepared in order to allow shareholders to participate.

With the fulfillment of the requirements above, the meeting is deemed to be established in the location in which the chairman of the meeting, together with the secretary, is located, in order to proceed with the preparation and undersigning of the minutes in the relevant book.

Article 28. Method of voting

28.1 Secret voting is not permitted. Any vote which is not connected to any shareholder is considered unexercised.

Article 29. Special meetings

29.1 If more than one class of shares or participation certificates exists, each holder has the right to attend the relevant special meeting.

29.2 All provisions indicated in these by-laws with regards to the meeting and shareholders, with reference to the meeting procedure, shall also apply to special meetings, to bondholders’ meetings and to meetings of holders of participation certificates.

29.3 The special meeting shall appoint and remove the common representative.

29.4 Apart from any initiative by the common representative, the call of the special meeting may occur upon the initiative of the company or upon a specific request by members representing at least one twentieth of the votes which may be exercised in the relevant special meeting.

29.5 If the company holds treasury shares or bonds, it cannot participate to the relevant special meeting.

29.6 Directors and statutory auditors have the right to attend the special meeting without having the right to vote.

29.7 Resolutions of the meeting may be challenged in accordance with articles 2377 and 2379 of the civil code. Those having the right to vote shall also have the right to act individually, in the event that the special meeting has not resolved upon the relevant subject matter.

29.8 Articles 2417 and 2418 of the civil code shall apply to the common representative.

29.9 The rules governing the extraordinary meetings shall apply with regards to the formalities and the majorities prescribed for the special meetings.

Article 30. Annulment of the resolutions of the meeting

30.1 The legal action for the annulment of the resolutions may be commenced by the directors, by the board of statutory auditors or by dissenting, absent or abstained shareholders, holding, even collectively, at least five percent of the share capital having voting rights in the challenged resolution.

Article 31. Duties and powers of the managing body

31.1 The management of the company belongs exclusively to directors, who shall carry out all the actions necessary for the achievement of the corporate purpose, it being understood that for certain actions specific authorization from the shareholders’ meeting shall be required pursuant to statutory prescriptions.

31.2 Furthermore, the managing body shall also be in charge of the following:

the resolution approving a merger in the cases indicated in articles 2505, 2505-bis, 2506-ter last paragraph of the civil code;

the setting-up and cancellation of secondary offices;

the indication of directors who are legal representative of the company;

the transfer of the registered office to another location within the national territory.

Article 32. Non-compete

32. Directors are prohibited from competing with the company pursuant to article 2390 of the civil code.

Article 33. Composition of the managing body

33. The company is run by a sole director or by a board of directors composed of seven to eleven members.

Article 34. Appointment and replacement of the managing body

34.1 The ordinary meeting shall establish the number of members of the managing body and shall resolve upon their appointment.

34.2 Directors shall be appointed for the period established at their appointment and, in any case, for no longer than three fiscal years and they may be re-appointed. Their term in office shall expire on the date of the meeting called for the approval of the financial statements relating to the last fiscal year of their office.

34.3 If, during the fiscal year, one or more directors are to retire, the others may replace them through a resolution approved by the board of statutory auditors, so long as the majority of the board of directors is composed by directors appointed by the meeting (or indicated in the deed of incorporation). Directors who have been appointed by the board shall remain in the office until the subsequent shareholders meeting is held.

34.4 If the majority of the directors appointed by the meeting (or indicated in the deed of incorporation) were to retire, the remaining directors shall call a shareholders meeting in a timely manner in order to replace the retired directors.

34.5 The term of office of the Directors appointed pursuant to paragraph 4 above shall expire at the same time of the preexisting directors.

34.6 If the sole director or all of the directors cease to be in office, a meeting for the appointment of the director or of the entire board must be called in a prompt manner by the board of statutory auditors, which shall be in charge of carrying out the activities related to the ordinary course of business.

Article 35. Chairman of the board of directors

35.1 During the first meeting after its appointment, the board of directors may designate a chairman and a vice chairman among its members, if such designation has not been already done at the shareholders’ meeting.

35.2 The chairman of the board of directors shall call the board of directors, shall establish its agenda, shall coordinate the works of the board and shall ensure that all the directors are duly informed about the items mentioned in the agenda.

Article 36. Delegated members

36.1 The board of directors may delegate, within the limits set forth in article 2381 of the civil code, all or part of its powers to one or more of its members, establishing the boundaries of such powers and the compensation for the relevant director.

36.2 The board shall have the right to control and arrogate (to itself the) operations that are included in the delegation of powers, as well as the power to revoke such delegation.

36.3 The delegated members shall not bear the duties indicated in article 2381, fourth paragraph, of the civil code.

36.4 The delegated bodies shall report to the board of directors and the board of statutory auditors, at least every one hundred and eighty days.

36.5 The managing body may appoint chief executives and define their powers.

Article 37. Resolutions of the board of directors

37.1 Meetings of the board shall be held in the location indicated in the notice convening the meeting, in the registered offices or in any other location, at any time the chairman may consider it necessary.

37.2 Notice must be sent at least five days before the date of the meeting by means of a letter sent by fax, telegram or e-mail.

37.3 In case of emergencies, notice may be sent by fax, telegram or e-mail at least two days in advance.

37.4 The board is validly established with the presence of the majority of appointed directors and shall resolve through a favorable vote of the absolute majority of present directors. In case of tie, the vote of the chairman shall prevail.

Directors who have abstained or have declared a conflict of interest shall not be considered in the calculation of the majority necessary for the resolution to be adopted.

37.5 The board may be called and may validly resolve, even through the use of means of telecommunications, as long as the guarantees and the methods indicated in article 27, points 1 and 2, of these by-laws are met.

37.6 The board of directors is validly established when, even in the absence of a formal notice, all of appointed directors and the board of statutory auditors are present.

37.7 The meetings of the board shall be chaired by the chairman, by the vice chairman and in their absence by the oldest director.

37.8 Votes cannot be given by proxy.

Article 38. Company representation

38.1 The representation of the company is the responsibility of the sole director or the chairman of the board of directors.

38.2 Furthermore, representative powers may also be given through power of attorney attributed by the board, within the boundaries provided for thereto.

The managing body, to which representation is granted, may appoint, within the limits granted, attorneys-in-fact either for general purposes or for specific transactions or categories of transactions.

In any case, when the attorney-in-fact appointed by the board does not belong to such body, the representation of the company shall be governed by the general provisions concerning power of attorney.

38.3 The representation of a company to be wound up shall be granted to the liquidator or the chairman of the board of liquidators and to any other possible part of the board of liquidators with the methods and terms defined during appointment.

Article 39. Directors compensation

39.1 Members of the board of directors shall be refunded all the expenses borne during their office and shall receive a compensation determined by the shareholders’ meeting that appoints them. The meeting may determine an aggregate sum as a cap for the remuneration of the all directors, including those with special duties.

39.2 The amount to be paid to directors with special duties shall be defined by the board of directors, after hearing the opinion of the board of statutory auditors, in compliance with the cap defined by the meeting.

Article 40. Board of statutory auditors

40.1 The board of statutory auditors shall control the observance of the prescriptions of the law and of these by-laws, shall make sure that the company is run in accordance with principles of correct management having particular regard to the suitability of the organizational, administrative and accounting systems adopted by the company. The board of statutory auditors shall have the responsibility of auditing the company’s accounts when such duties are not fulfilled by an external auditor.

40.2 The shareholders’ meeting shall appoint the board of statutory auditors, which shall be composed of three permanent auditors and two temporary auditors, and it shall appoint the chairman for the entire duration of their office and shall resolve upon their compensation.

40.3 For the entire duration of their office the statutory auditors must meet the requirements indicated in article 2399 of the civil code. The loss of such requirements shall imply the immediate removal of the statutory auditor and his or her replacement by the oldest temporary auditor.

40.4 Statutory auditors shall remain in the office until the date of the meeting called for the approval of financial statements relating to the third fiscal year of their office. Expiration of their office shall take place from the date of the appointment of a new board of statutory auditors.

40.5 The board of statutory auditors shall be convened at least once every ninety days upon the initiative of its chairman. The board shall be validly established with the presence of the majority of the board of statutory auditors and shall validly resolve through a favorable absolute majority vote of its members.

40.6 Meetings may also be held by the use of telecommunication means, in compliance with the methods indicated in article 27 of these by-laws.

Article 41. The external auditor

41.1 The external auditor or the audit firm in charge of the auditing the company’s accounts, whether appointed pursuant to legal requirements, shall have the following responsibilities:

•

to audit the regular book-keeping and the correct entering of management events during the financial year, at least once every three months;

•

to control that the financial statements and, if drawn up, the consolidated accounts of the group correspond to the results of the entries and with checks which have been carried out, and if they comply with the relevant applicable provisions;

•

to deliver an opinion upon the truth and accuracy of the financial statements of the company and, if any, of the group.

41.2 The audit activity on the company’s accounts shall be registered in a book to be kept at the registered office of the company.

41.3 Upon the appointment of the external auditor, the shareholders meeting must also establish its compensation for the entire duration of its appointment, which in any case may not exceed three fiscal years.

41.4 For the entire duration of their office the external auditor or the auditing company must meet the requirements indicated in article 2409-quinquies of the civil code. If they do not meet such requirements, they shall step down from office and it shall not be possible to re-appoint them. In case of forfeiture of the external auditor, the directors must promptly call a meeting in order to appoint a new external auditor.

41.5 The external auditor shall remain in office until the date of the approval of financial statements relating to the third fiscal year of their term in office, and they may be re-appointed.

Article 42. Financial statements and dividends

42.1 Each fiscal year shall end on December 31.

42.2 The net profit resulting from the financial statements — after a deduction of at least 5% (five per cent) intended for the legal reserve until such legal reserve reaches one fifth of the share capital — shall be distributed between shareholders in proportion to the shares held by each shareholder, unless the meeting resolves to provide for some extraordinary reserves.

Article 43. Termination and winding up

43.1 The company shall be dissolved upon the occurrence of the following events:

expiration of the duration provided for in these by-laws;

achievement of the corporate purpose or unexpected impossibility of achieving it, unless the meeting, called in case of necessity, resolves upon a relevant amendment to the by-laws;

impossibility to function or the continued inactivity of the shareholders’ meeting;

reduction in the share capital below the minimum threshold provided for by-law, without prejudice to the prescriptions set forth in article 2447 of the civil code;

the hypothesis contemplated by article 2437-quater of the civil code;

any resolution of the extraordinary meeting; expressly providing for the dissolving of the company; and

any other event provided for by law.

43.3 In all the cases of termination, the managing body must fulfill the publicity requirements prescribed by the law within thirty days from the date of the event triggering the termination.

43.4 The extraordinary meeting, called by the managing body, shall appoint one or more liquidators and shall establish:

the number of liquidators;

in the case that more than one liquidator is appointed, the rules governing the operations of the liquidators, referring to the rules governing the operations of the board of directors when possible;

the parties with the responsibility of legally representing the company;

the standards according to which the winding up should be carried out; and

any possible limitation on the powers of the liquidators.

Article 44. Jurisdiction

44.1 Any dispute that may arise between the company and its shareholders, directors, liquidators pursuant to these by-laws, shall fall within exclusive jurisdiction of the Tribunal of Bari.

Exhibit 4.1

NATUZZI S.p.A.

2022–2026 STOCK OPTION PLAN

THE NATUZZI 2022-2026 STOCK OPTION PLAN

Purpose. The purpose of this Natuzzi 2022-2026 Stock Option Plan is to advance the interests of the Company and its stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make contributions to the Company and its subsidiaries and by providing those persons with incentives that are intended to align their interests with those of the Company’s stockholders.

2.	Definitions.

(a)

“Acquiror” means any one person, or more than one such person acting as a group, in each case, other than (i) the Company, (ii) any subsidiary or Affiliate, (iii) any employee benefit plan sponsored by the Company or by any Affiliate, (iv) an entity of which at least a majority of its Voting Power is owned directly or indirectly by the Company, (v) an entity owned directly or indirectly by the holders of capital stock of the Company in substantially the same proportions as their ownership of Ordinary Shares or (vi) an entity owned directly or indirectly by the holders of at least a majority of the Voting Power of the Company outstanding immediately prior to the relevant transaction who continue to hold (either by their shares remaining outstanding in the continuing entity or by their shares being converted into securities of the surviving entity or its parent entity) a majority of the total Voting Power of the Company (or the surviving entity or its parent entity) outstanding immediately after such transaction.

(b)

“Administrator” means the Board, the Committee or the member of the Board appointed from time to time by the Board to administer the Plan in accordance with Section 4 hereof.

(c)

“ADSs” means the American Depositary Shares of the Company, each currently representing five Shares.

(d)

“Affiliate” means an entity which directly or indirectly is under the “control” of the Company or “controls” the Company as determined pursuant to the relevant Applicable Laws.

(e)

“Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, any Stock Exchange listing conditions, rules or regulations and the applicable laws, rules or regulations of any other country or jurisdiction where Awards are granted under the Plan or Participants reside or provide services, as such laws, rules and regulations shall be in effect from time to time.

(f)

“Awards” means Options granted under and pursuant to the terms of the Plan.

(g)

“Award Agreement” means a written document (which may be in electronic form), the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Award granted under the Plan including any documents attached to or incorporated into such Award Agreement.

(h)

“Board” means the Board of Directors of the Company.

(i)

“Cashless Transaction” means a transaction pursuant to a program approved by the Administrator in which payment of the Option exercise price and/or Tax Withholding Obligations applicable to an Award may be satisfied, in whole or in part, with Shares subject to the Award, including by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the applicable Tax Withholding Obligations.

(j)

“Cause” means: unless the applicable Award Agreement provides otherwise, (i) the commission of, or plea of guilty or no contest to, a felony or other crime involving dishonesty, moral turpitude or the commission of any other act involving willful malfeasance or breach of fiduciary duty with respect to the Company or an Affiliate; (ii) any acts, omissions or statements that are, or are reasonably likely to be, detrimental or damaging to the reputation, operations, prospects or business relations of the Company or an Affiliate; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate, or willful or repeated failure or refusal to substantially perform assigned duties; (iv) violation of any applicable state or federal securities laws; (v) material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (vi) any act of fraud, embezzlement or material misappropriation against the Company or an Affiliate; (vii) any material breach of a written agreement with the Company or an Affiliate, including, without limitation, a breach of any employment, consulting, confidentiality, non-competition, non-solicitation, non-disparagement or similar agreement. The Board, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

(k)

“Change in Control” means, unless the applicable Award Agreement provides otherwise, the consummation of any of the following events: (i) an Acquiror acquires ownership of stock of the Company that, together with stock held by such Acquiror, constitutes more than 50% of the total fair market value or total Voting Power of the stock of the Company; (ii) any merger, consolidation or other business combination transaction of the Company with or into an Acquiror; or (iii) an Acquiror acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Acquiror) all or substantially all of the Company’s assets. Notwithstanding anything in this Plan to the contrary, (x) subsections (i) through (iii) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of this Plan; provided, however, that such limitation shall

only apply to the extent necessary to prevent any tax becoming due under Section 409A of the Code; and (y) a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction. The Board shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

(l)

“Code” means the Internal Revenue Code of 1986, as amended.

(m)

“Committee” means the Compensation Committee of the Board or one or more other committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 hereof and consisting of two (2) or more Directors (or such greater number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee of the Board appointed for such purpose).

(n)

“Ordinary Shares” means the Company’s ordinary shares, Euro 1 par value per share, as adjusted in accordance with Section 9 hereof.

(o)

“Company” means Natuzzi S.p.A., an Italian corporation, and any successor thereto.

(p)

“Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Director (unless otherwise provided for in the applicable Award Agreement). Subject to Applicable Laws, the Administrator shall determine whether any leave of absence shall constitute an interruption of Continuous Service Status; provided, however, that, the Administrator shall not have any such discretion to the extent that the grant of such discretion would cause any tax to become due under Section 409A of the Code. Except as provided herein or in the applicable Award agreement, Continuous Service Status as an Employee or Director shall not be considered interrupted or terminated in the case of a change in the capacity in which the Participant renders service to the Company or an Affiliate or transfers between locations of the Company or between the Company or Affiliates, or their respective successors; provided that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code.

(q)

“Delisting” means the delisting of the ADS prior to the Expiration Date, with the effect that the ADS are no longer listed on any recognised stock exchange, nor subject to any other public trading.

(r)

“Director” means a member of the board of directors of the Company or of any Affiliate.

(s)

“Disability” means, unless the applicable Award Agreement provides otherwise, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The determination of whether an individual has a Disability shall be made by the Administrator in good faith subject to Applicable Laws.

(t)

“Employee” means any person employed by the Company or any Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the Administrator in its sole discretion, subject to any requirements of the Applicable Laws.

(u)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(v)

“Expiration Date” means May 31, 2028, which is the date following which all outstanding Options shall expire if not exercised.

(w)

“Fair Market Value” means, as of any date, the value of the Ordinary Shares determined as follows: (i) if the Ordinary Shares are listed on any Stock Exchange or traded on any established market, the Fair Market Value of a Share will be, unless otherwise determined by the Administrator, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Ordinary Shares) on the date of determination, as reported in a source the Administrator deems reliable; (ii) unless otherwise provided by the Administrator, if there is no closing sales price for the Ordinary Shares on the date of determination, then the Fair Market Value of a Share will be the closing selling price on the last preceding date for which such quotation exists; (iii) if ADSs are listed on any Stock Exchange or traded on any established market, the Fair Market Value of a Share will be, unless otherwise determined by the Administrator, the closing sales price for ADSs as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the ADSs) on the date of determination, as reported in a source the Administrator deems reliable divided by five (5); (iv) unless otherwise provided by the Administrator, if there is no closing sales price for ADSs on the date of determination, then the Fair Market Value of a Share will be the closing selling price on the last preceding date for which such quotation exists divided by five (5); or (v) in the absence of such markets for the Ordinary Shares or ADSs, the Fair Market Value of a Share will be determined by the Administrator in good faith and in a manner that complies with Section409A of the Code, if applicable.

(x)

“Option” means an option to purchase Ordinary Shares granted pursuant to Section 6 hereof.

(y)

“Optionee” means an Employee or Director who receives an Option.

(z)

“Participant” means each person who is granted an Award under the Plan.

(aa)

“Plan” means this Natuzzi 2022-2026 Stock Option Plan, as amended and/or amended and restated from time to time.

(bb)

“Securities Act” means the Securities Act of 1933, as amended.

(cc)

“Share” means an Ordinary Share, as adjusted in accordance with Section 9 hereof.

(dd)

“Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Ordinary Shares or the ADSs are quoted at any given time.

(ee)

“Tax Withholding Obligations” means any applicable federal, national, state or local tax withholding obligations, social security contributions, required deductions or other similar obligations that may arise in connection with an Award.

(ff)

“Voting Power” means the total combined voting power of all classes of stock (or, in the case of an entity that is not a corporation, similar equity interests) of the relevant entity determined in a manner consistent with the principles applicable to Section 409A of the Code, to the extent applicable.

3.	Eligibility. All key Employees and Directors, as determined by the Board, are eligible to be Participants under the Plan.

4.	Administration and Delegation.

(a)

General. The Plan shall be administered by the Board. The Board may delegate some or all of its powers under the Plan to a Committee (in the composition required by, or as necessary to meet the requirements of, Applicable Law) or to any Director of the Company in its sole discretion, and such Committee or Director shall have the authority to administer the Plan with respect to the specific duties delegated to it.

(b)

Powers of the Administrator. Subject to the provisions of the Plan and the specific duties delegated by the Board to a Committee or Director pursuant to Section 4(a), the Administrator shall have the authority, in its sole discretion:

(i)

to administer the Plan and to adopt, amend and rescind from time to time rules and regulations for the administration of the Plan;

(ii)

to determine the Fair Market Value; provided that such determination shall be applied consistently with respect to Participants under the Plan;

(iii)

to select the Employees and Directors to whom Awards may from time to time be granted;

(iv)

to determine the number of Shares to be covered by each Award;

(v)

to approve the form(s) of Award Agreement(s) and other related documents used under the Plan;

(vi)

to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions include but are not limited to the exercise price, the time or times when Awards may vest and/or be exercised (which may be based on service and/or performance criteria, if any), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award (including any blackout);

(vii)

to amend, waive or otherwise adjust the terms and conditions of any outstanding Award, any Award Agreement or any other agreement related to an Award, including any amendment adjusting vesting or exercisability; provided that no such amendment, waiver or adjustment shall be made that would materially and adversely affect the rights of any Participant with respect to such Award without such Participant’s consent; and provided, further, that the Administrator shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code;

(viii)

to (A) extend the term of any Award, including, without limitation, extending the period following a termination of a Participant’s Continuous Service Status during which any such Award may remain outstanding or (B) provide for the accrual of dividends or dividend equivalents with respect to any such Award; provided that the Administrator shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code;

(ix)

to approve addenda pursuant to Section 4(c) hereof or to grant Awards, or to modify the terms of any outstanding Award Agreement or any agreement related to any Option with such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences;

(x)

to modify the terms of any outstanding or future Award in the event that an ADS no longer represents five (5) Shares to provide (a) for a revised number of Shares subject to an Option pursuant to the terms of any Award Agreement, (b) for the modified conversion ratio of ADSs to Shares to be represented in the definitions of “ADS” and “Fair Market Value” hereunder, (c) for new requirements for Option exercise as provided in any Award Agreement to avoid the receipt of fractional ADSs, (d) for a revised exchange rate of Shares to ADSs pursuant to the terms of any Award Agreement and (e) for any additional equitable adjustments it deems necessary in its sole discretion;

(xi)

to construe and interpret the terms of the Plan, any Award Agreement and any agreement related to any Option, which constructions, interpretations and decisions shall be final and binding on all Participants; and

(xii)

to exercise discretion to take or make any and all other actions or determinations which it determines to be necessary or advisable for the administration of the Plan.

(c)

Addenda. The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting Awards to Employees or Directors, which may contain such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom, and which may deviate from the terms and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose.

(d)

Delegation of Administration of the Plan. The Administrator may delegate the administration of the Plan to one or more officers or employees of the Company, and such delegate administrator(s) may have the authority to execute and distribute Award Agreements, to maintain records relating to Awards, to process or oversee the issuance of Ordinary Shares under Awards, to interpret and administer the terms of Awards and to take such other actions as may be necessary or appropriate for the administration of the Plan and of Awards under the Plan; provided that in no case shall any such delegate administrator be authorized (i) to grant Awards under the Plan, (ii) to take any action inconsistent with Section 409A of the Code or (iii) to take any action inconsistent with Applicable Law. Any action by any such delegate administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Administrator and, except as otherwise specifically provided, references in this Plan to the Administrator shall include any such delegate administrator.

(e)

Decisions of the Administrator. Decisions of the Administrator shall be final, binding and conclusive on all parties. For the avoidance of doubt, the Administrator may exercise all discretion granted to it under the Plan in a non-uniform manner among Participants and Awards, and the Administrator may take different actions with respect to the vested and unvested portions of an Award.

5.	Stock Available for Awards.

(a)

Available Shares. Subject to adjustment under Section 9, the maximum number of Shares available for the grant of Awards under the Plan is 5,485,304 Shares. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares, reacquired Shares or treasury Shares, as the Administrator determines in its sole discretion. If an Award should expire or become unexercisable for any reason without having been exercised in full, the unissued Shares that were subject to such Award shall, unless the

Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan that are later forfeited to the Company due to the failure to vest (including, without limitation, upon forfeiture in connection with the termination of a Participant’s Continuous Service Status) shall again be available for future grant under the Plan.

6.	Stock Options.

(a)

General. The Administrator may from time to time grant Options on such terms as it shall determine, subject to the terms and conditions set forth in the Plan.

(b)

Term of Option. The term of each Option shall be the term stated in the Award Agreement; provided that the term shall not exceed the Expiration Date or such shorter term as may be provided in the Award Agreement.

(c)

Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall be such price as is determined by the Administrator and set forth in the Award Agreement, but shall be subject to the following:

(i)

the per Share exercise price shall be such price as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code; and

(ii)

notwithstanding the foregoing, Options may be granted (or assumed) with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

(d)

Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and to the extent required by Applicable Laws shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) other previously owned Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised; (4) a Cashless Transaction; (5) such other consideration and method of payment permitted under Applicable Laws; or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company, and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

(e)

Exercise of Options.

(i)

Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the Award Agreement, including vesting criteria. Any such vesting criteria may be based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, Continuous Service Status), or any other basis determined by the Administrator in its sole discretion. Each Option shall be exercisable in whole or in part. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.

(ii)

Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares or a minimum aggregate exercise price.

(iii)

Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice (which may be in electronic form) of such exercise has been received by the Company in accordance with the terms of the Award Agreement from the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised and the person entitled to exercise the Option has paid, or made arrangements to satisfy, any Tax Withholding Obligations in accordance with Section 7 hereof.

(iv)

Form and Timing of Settlement. Settlement of an exercised Option will be made upon the date(s) or event(s) determined by the Administrator and may be subject to additional conditions, if any, including as required by, or as necessary to meet the requirements of, Applicable Law, each as set forth in the applicable Award Agreement. The Administrator, in its sole discretion, may provide for the settlement of an exercised Option in cash, Shares, or a combination of both in accordance with Section 6(d) hereof, and/or may, in its discretion, provide that settlement of an Option shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code; provided that the Administrator shall not have such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code.

(v)

Rights as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock shall exist with respect to the Shares underlying an Option. No adjustment to the Shares underlying an Option will be made for a dividend or other right for which the record date is prior to the date of issuance of such Shares, except as provided in Section 9 hereof.

(vi)

No Obligation to Exercise. The grant to a Participant of an Option shall impose no obligation upon such Participant to exercise such Option.

(f)

Termination of Continuous Service Status. The Administrator shall establish and set forth in the applicable Award Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. To the extent that an Award Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following provisions shall apply:

(i)

General Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified below, the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Award Agreement (and subject to Section 6(b) hereof).

(ii)

Termination other than Upon Disability or Death or for Cause. In the event of termination of an Optionee’s Continuous Service Status other than under the circumstances set forth in subsections (iii) through (v) below, such Optionee may exercise any outstanding Option at any time within six (6) months following such termination to the extent the Optionee is vested in such Option. The unvested portion of any outstanding Option held by such Optionee shall immediately terminate upon the termination of the Optionee’s Continuous Service Status.

(iii)

Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability, such Optionee may exercise any outstanding Option at any time within six (6) months following such termination to the extent the Optionee is vested in such Option. The unvested portion of any outstanding Option held by such Optionee shall immediately terminate upon the termination of the Optionee’s Continuous Service Status.

(iv)

Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of any outstanding Option, or within thirty (30) days following termination of Optionee’s Continuous Service Status, the Option may be exercised by the Option’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within six (6) months following the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated, but only to the extent the Optionee is vested in such Option. The unvested portion of any outstanding Option held by such Optionee shall immediately terminate upon the termination of the Optionee’s Continuous Service Status.

(v)

Termination for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any outstanding Option (including any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee’s Continuous Service Status for Cause.

7.	Taxes.

(a)

As a condition of the grant, vesting and exercise or settlement of an Award, the Participant (or, in the case of the Participant’s death or a permitted transferee, the person holding, exercising or receiving the proceeds of the Award) shall make such arrangements as the Administrator may require for the satisfaction of any Tax Withholding Obligations that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.

(b)

The Administrator may, in its sole discretion, permit or require a Participant (or, in the case of the Participant’s death or a permitted transferee, the person holding, exercising or receiving the proceeds of the Award) to satisfy all or part of his or her Tax Withholding Obligations by remitting cash to the Company, by Cashless Transaction or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Administrator (i) any Cashless Transaction must be an approved broker-assisted Cashless Transaction and the Shares withheld in the Cashless Transaction must be limited to avoid financial accounting charges under applicable accounting guidance, and (ii) the use of any surrendered Shares must be limited to avoid financial accounting charges under applicable accounting guidance. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission. In addition, upon the exercise or settlement of any Award in cash, or the making of any other payment with respect to any Award (other than in Shares), the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy any Tax Withholding Obligations attributable to such exercise, settlement or payment.

(c)

The Company will have no duty or obligation to any Participant to advise such holder as to the tax treatment or time or manner of exercising an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

Non-Transferability of Awards. Unless otherwise determined by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. An Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 8. Upon the death of a Participant, outstanding Awards granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate, by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution or by another transferee permitted by the Administrator pursuant to this Section 8, it being understood that neither the Administrator nor the Company has an obligation to notify such persons of the existence of the Plan and/or of the outstanding Awards granted to such Participant. No transfer by will, the laws of descent and distribution or otherwise of any Award, or of the right to exercise any Award, shall be effective to bind the Company unless (a) the Administrator shall have been furnished with written notice thereof and with a copy of the will and/or such evidence as the Administrator may deem necessary to establish the validity of the transfer, (b) if the transfer was other than by will or by the laws of descent or distribution, the Administrator has provided its written consent to such transfer, and (c) the Administrator shall have been furnished with an agreement by the transferee to comply with all the terms and conditions of the Award that are or would have been applicable to the Participant, to be bound by the acknowledgements made by the Participant in connection with the grant of the Award and, if the transfer was other than by will or by the laws of descent or distribution, to be bound by any additional conditions the Administrator may, in its sole discretion, impose. For the avoidance of doubt, to the extent an unvested Award is transferred, the Continuous Service Status of the Participant will continue to determine, without limitation, the vesting and exercisability of such Award, to the same extent that the Continuous Service Status of the Participant would have done so had the Participant continued to directly hold such Award.

9.	Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

(a)

Changes in Capitalization. No issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to, or the terms related to, an Award, and no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividends or dividend equivalents, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Subject to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the numbers and class (or type) of Shares, units representing Shares, or other stock or securities: (x) available for future Awards under Section 5 hereof and (y) covered by each outstanding Award, and (ii) the price per Share covered by each such outstanding Option, may be proportionately adjusted (or substituted) by the Administrator in the event of a stock split, reverse stock split, combination, consolidation, or reclassification of the Shares, extraordinary dividend of cash or other property, subdivision of the Shares, exchange of the Shares, a

reorganization, merger, spin-off, split-up, change in corporate structure, other increase or decrease in the number of Shares or other similar occurrence. Any adjustment by the Administrator pursuant to this Section 9 shall be made in the Administrator’s sole discretion and shall be final, binding and conclusive. If, by reason of a transaction described in this Section 9 or an adjustment pursuant to this Section 9, a Participant’s Award Agreement or agreement related to any Share relating to or underlying an Award covers additional or different shares of stock or securities (or units representing additional or different shares of stock or securities), then such additional or different shares (and the units representing such additional or different shares), and the Award Agreement or agreement related to the Shares underlying an Award, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award or Shares underlying the Award prior to such adjustment.

(b)

Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

(c)

Corporate Transactions. In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the total Voting Power of the Company (each transaction set forth in clauses (i) through (iii) hereof, a “Corporate Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any Participant. Such determination, without the consent of any Participant, may provide (without limitation) for one or more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its parent of new awards for such Awards; (D) the cancellation of such Awards in exchange for a payment to the Participants equal to the excess (if any) of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of such Corporate Transaction (which may, for this purpose, be determined by reference to the value, as determined by the Administrator, of the property (including cash) received by the holder of a Share as a result of such Corporate Transaction) over (2) the exercise price or purchase price paid or to be paid for the Shares subject to the Awards (if any); or (E) the cancellation of any outstanding Awards for no consideration.

(d)

Savings Clause. No provision of this Section 9 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Furthermore, no provision of this Section 9 shall be given effect to the extent such provision would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3.

10.

Change in Control and Delisting. The consequences of a Change in Control, or of a voluntary Delisting, if any, with respect to an Award will be set forth in the applicable Award Agreement, provided that the Board may also determine whether any amendments to the Plan are required as a result of the Change in Control or voluntary Delisting. In the event of an involuntary Delisting, all outstanding Options shall be canceled and the Plan shall be terminated.

11.	Time of Granting of Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator.

12.

Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no amendment or termination (other than an adjustment pursuant to Section 9 hereof or the cancellation of any outstanding Options and the termination of the Plan pursuant to Section 10 hereof) shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. The preceding sentence shall not restrict the Administrator’s ability to exercise its discretionary authority hereunder, which discretion may be exercised without amendment to the Plan. No provision of this Section 12 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. In addition, to the extent necessary to comply with the Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree as required.

13.

Recoupment. Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Company will be entitled to the extent permitted or required by Applicable Law, any Company policy that is or may be adopted and/or the requirements of a Stock Exchange on which the Shares are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company at any time to a Participant under this Plan. No such recoupment of compensation will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement between any Participant and the Company.

14.

Failure to Comply. In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms and conditions of the Plan or any Award Agreement, unless such failure is remedied by such Participant within ten days after having been notified of such failure by the Administrator, shall be grounds for the cancellation and forfeiture of such Award, in whole or in part, as the Administrator, in its sole discretion, may determine.

15.

Conditions Upon Issuance of Shares; Securities Matters. The Company shall be under no obligation to affect the registration pursuant to the Securities Act of 1933, as amended, of any Shares to be issued hereunder or to effect similar compliance under any state, local or non-U.S. laws. Notwithstanding any other provision of the Plan or any Award Agreement, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. The Administrator may require, as a condition to the issuance of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that any related certificates representing such Shares bear such legends, as the Administrator, in its sole discretion, deems necessary or desirable. The exercise or settlement of any Award granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise or settlement is in compliance with all Applicable Laws. The Company may, in its sole discretion, defer the effectiveness of any exercise or settlement of an Award granted hereunder in order to allow the issuance of Shares pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under any federal, state, or local securities laws. The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise or settlement of an Award granted hereunder. During the period that the effectiveness of the exercise of an Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

16.	Section 409A.

(a)

Unless otherwise expressly provided for in an Award Agreement, the Plan and each Award Agreement will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Administrator determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be

made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule. Each payment provided any Participant in connection with an Award granted hereunder shall be considered a separate payment for purposes of Section 409A of the Code.

(b)

With respect to any Award that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, termination of a Participant’s Continuous Service Status shall mean a separation from service within the meaning of Section 409A of the Code, unless the Participant was an Employee immediately prior to such termination and is then contemporaneously retained as a Director pursuant to a written agreement and such agreement provides otherwise. The Continuous Service Status of a Participant shall be deemed to have terminated for all purposes of the Plan if such person is employed by or provides services to subsidiary and such subsidiary ceases to be a subsidiary, unless the Administrator determines otherwise. To the extent permitted by Section 409A of the Code, a Participant who ceases to be an Employee of the Company but continues, or simultaneously commences, services as a Director of the Company shall not be deemed to have had a termination of Continuous Service Status for purposes of the Plan.

(c)

Notwithstanding the foregoing, neither the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Administrator will have any liability to any Participant for such tax or penalty.

17.

No Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Director any right with respect to continuation of an employment or service relationship with the Company (or any Affiliate thereof), nor shall it interfere in any way with (i) such Employee’s or Director’s right or the Company’s (or Affiliate’s) right to terminate his or her employment or service relationship at any time, with or without Cause, or (ii) the Company’s right to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award. No payment with respect to any Awards under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

18.

No Right to Awards. No person shall have any claim or right to receive an Award hereunder. The Administrator’s granting of an Award to a Participant at any time shall neither require the Administrator to grant another Award to such Participant, or to grant an Award to any other Participant or other person at any other time, nor preclude the Administrator from making subsequent grants to such Participant or any other Participant or other person.

19.	Documentation & Forfeiture Events. Each Award shall be evidenced in an Award Agreement. Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan, including, without limitation, restrictions upon the exercise of Awards, as the Board may deem advisable.

20.

Severability. If all or any part of this Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

21.

Governing Law and Jurisdiction. The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of Italy without regard to its conflict of law principles. Any disputes arising out of, or in connection with, the Plan shall be subject to the sole and exclusive jurisdiction of the courts of Bari, Italy, to the extent permitted by Applicable Laws.

22.

Term of Plan. The Plan shall come into existence upon its adoption by the Company and shall continue in effect until December 31, 2026 unless sooner terminated under Section 12 hereof. No Award shall be granted pursuant to the Plan after such termination date, but Awards theretofore granted may extend beyond that date.

Exhibit 5.1

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D:+39 02 7260 8214

pfioruzzi@cgsh.com

July 29, 2022

Natuzzi S.p.A.

Via Iazzitiello 47,

70029—Santeramo in Colle, Bari,

Italy

Re: Natuzzi S.p.A. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special Italian counsel to Natuzzi S.p.A., a società per azioni (the “Company”), in connection with the registration of 5,485,304 ordinary shares of the Company, par value Euro 1.00 per share (the “Shares”), to be issued by the Company under the Natuzzi 2022-2026 Stock Option Plan (the “Plan”).

This opinion is being furnished in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company today with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Rules”).

We understand that the Shares are not and are not intended to be admitted to trading on any market or exchange, or otherwise listed, in the Republic of Italy.

In arriving at the opinion expressed below, we have reviewed the following documents:

(a)

the certificate (visura camerale) from the Companies’ Registry at the Chamber of Commerce of Bari in relation to the Company dated July 29, 2022 and a copy of the Company’s by-laws, as amended (statuto);

(b)

the Registration Statement;

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(c)

the Plan;

(d)

the form of award agreement to be executed by the Company and the participant referenced therein (the “Award Agreement”);

(e)

the board resolutions passed at the meeting of the Company’s Board of Directors held on May 16, 2022 (the “Board Resolutions”); and

(f)

the shareholder resolutions passed at the extraordinary shareholders’ meeting of the Company held on July 1, 2022 (the “Shareholders Resolutions” and, together with the Board Resolutions, the “Resolutions”).

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed and not verified:

(i)

the genuineness of all signatures, stamps and seals, the authenticity and completeness of all documents supplied to us and the conformity to the originals of all documents supplied to us as photocopies or facsimile copies;

(ii)

that, where a document has been examined by us in draft, specimen or certificated form, it has been or will be executed in the form of that draft, specimen or certificate;

(iii)

the accuracy as to factual matters of each document we have reviewed;

(iv)

that there are no facts, documents, circumstances or matters which may be material to the opinion set out herein and which have not been disclosed to us;

(v)

that where a document is required to be delivered, each party to it has delivered the same without it being subject to any escrow or other similar arrangement;

(vi)

that each director of the Company has disclosed any interest which he or she may have in the transactions contemplated by the Resolutions in accordance with the provisions of Article 2391 of the Italian Civil Code;

(vii)

that the meeting of the Company’s Board of Directors and the extraordinary shareholders’ meeting of the Company referred to above were duly convened and held, all the formalities required to be fulfilled prior the convening of such meetings were fulfilled, and the Resolutions have been duly adopted at such meeting and have not been amended, revoked or suspended;

(viii)

that the Shares are issued to employees only in accordance with the Resolutions and the Company’s Board of Directors will duly adopt any resolutions necessary to carry out the authorized capital increase, in one or more tranches, for the issuance of the Shares to employees under the Plan in accordance with the Shareholders Resolutions;

(ix)

that there are no provisions of the laws of any jurisdiction outside the Republic of Italy that would have any implication for the opinion we express and that, insofar as the laws of any jurisdiction outside the Republic of Italy may be relevant to this opinion letter, such laws have been and will be complied with; and

(x)

that for the purposes of the opinion expressed below, the term “non-assessable” does not exclude that the holders of the Shares might be required to make a pro rata contribution to restate the minimum share capital required under Italian law in case such share capital falls below the threshold set forth in Article 2447 of the Italian Civil Code.

Based on the foregoing, and subject to the further limitations set forth below, it is our opinion that the extraordinary shareholders’ meeting of the Company has duly authorized the issuance of the Shares, and, upon exercise by the Company’s Board of Directors of the powers delegated to it by the extraordinary shareholders’ meeting to carry out the authorized capital increase in one or more tranches, the Shares, if and when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

Other than as set out above, we express no opinion as to any agreement, instrument or other document that may arise or be entered into, or as to any liability to tax that may arise or be incurred as a result of or in connection with the Shares or their creation, issue, offer or any other transaction.

The foregoing opinion is limited to the laws of the Republic of Italy in force as at the date of this opinion letter, as currently applied by the courts in the Republic of Italy, and is given on the basis that this opinion letter will be governed by and construed in accordance with Italian law.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours,


CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:		/s/ Pietro Fioruzzi
		Pietro Fioruzzi, a Partner

Exhibit 23.2

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KPMG S.p.A.

Revisione e organizzazione contabile

Via Abate Gimma, 62/A

70121 BARI BA

Telefono +39 080 5243203

Email it-fmauditaly@kpmg.it

PEC kpmgspa@pec.kpmg.it

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated May 2, 2022, with respect to the consolidated financial statements of Natuzzi S.p.A., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

KPMG S.p.A.

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Bari, Italy

July 18, 2022

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Exhibit 107

CALCULATION OF REGISTRATION FEE

Form S-8

Natuzzi S.p.A.

Table 1: Newly Registered Securities

Security
Type

Security
Class Title⁽¹⁾

Fee Calculation
Rule

Amount
Registered⁽²⁾

Proposed
Maximum Offering
Price Per Share

Proposed
Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration

Fee

Equity

Ordinary
Shares, par
value €1.00
per share

Rule 457(h)

2,812,560⁽³⁾

US$2.57⁽⁴⁾

US$7,228,279

US$

0.0000927

US$670.06

Equity

Ordinary
Shares, par
value €1.00
per share

Rule 457(c)
and Rule
457(h)

2,672,744⁽⁵⁾

US$1.64⁽⁶⁾

US$4,383,300

US$

0.0000927

US$406.33

Total Offering Amounts

US$11,611,579

US$1,076.39

Total Fee Offsets

—

Net Fee Due

US$1,076.39

(1) These shares may be represented by the American depositary shares (“ADSs”) of Natuzzi S.p.A. (the “Registrant”), each of which represents five ordinary shares, par value €1.00 per share (the “Ordinary Shares”). The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6, as amended (333-06048).

(2) Represents Ordinary Shares issuable upon vesting or exercise of awards granted under the Natuzzi 2022-2026 Stock Option Plan and Ordinary Shares reserved for future award grants under the Natuzzi 2022-2026 Stock Option Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 also covers an indeterminate number of additional Ordinary Shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Natuzzi 2022-2026 Stock Option Plan.

(3) Represents Ordinary Shares of the Registrant granted under the Natuzzi 2022-2026 Stock Option Plan.

(4) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of US$2.57 per share, which is the weighted average exercise price of option awards outstanding under the Natuzzi 2022-2026 Stock Option Plan as of the date of this Registration Statement.

(5) Represents Ordinary Shares of the Registrant reserved for future award grants under the Natuzzi 2022-2026 Stock Option Plan.

(6) Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of US$1.64 per ADS, the average of the high and low prices of the Registrant’s ADSs as reported on the New York Stock Exchange on July 26, 2022 divided by five, the then share-to-ADS ratio.