Aeffe

Related Party Transaction • Jun 30, 2025

Informazione Regolamentata n. 0923-27-2025	Data/Ora Inizio Diffusione 30 Giugno 2025 17:48:44		Euronext Star Milan
	:
Societa'		AEFFE
Identificativo Informazione Regolamentata	:	207505
Utenza - referente	:	AEFFEN01 - Degano Giulia
Tipologia	:	REGEM; 3.1
Data/Ora Ricezione	:	30 Giugno 2025 17:48:44
Data/Ora Inizio Diffusione	:	30 Giugno 2025 17:48:44
Oggetto	:	Aeffe Operation with Related Parties
Testo del comunicato

Vedi allegato

AUTHORIZATION FOR THE EXECUTION OF TRANSACTION WITH RELATED PARTIES

• New lease agreement, under the same economic conditions, for commercial use and purpose, located in Rome, Via dei Condotti 34/35, between Aeffe S.p.A., Colloportus S.r.l., and FQuattro S.r.l.
• Change of the company owning the property at Via Donizetti 48, Milan.

San Giovanni in Marignano, June 30, 2025. The Board of Directors of Aeffe S.p.A. — a luxury company listed on the Euronext STAR Milan segment of the Euronext Milan market of Borsa Italiana, operating in the prêt-à-porter, footwear, and leather goods sectors with international brands including Alberta Ferretti, Philosophy di Lorenzo Serafini, Moschino, and Pollini — announces that it has resolved today (i) the signing of a new lease agreement for a commercial property located in Rome, Via dei Condotti 34/35 (the "Property"), owned by Colloportus S.r.l. and FQuattro S.r.l., related companies whose share capital is owned respectively by the shareholder and Vice President Ms. Alberta Ferretti and the shareholder and President Mr. Massimo Ferretti; additionally, Mr. Simone Badioli is the sole director of Colloportus S.r.l. and also serves as CEO of Aeffe S.p.A.; (ii) the acknowledgment of the change in ownership of the Milan property at Via Donizetti 48, with a new lease agreement to be signed as specifically indicated and detailed in the press release and informational document issued on May 27, 2025.

New lease agreement, under the same economic conditions, for the management of the property used for commercial purposes located in Rome, Via dei Condotti 34/35, signed between Aeffe S.p.A., Colloportus S.r.l., and FQuattro S.r.l.

1. Reasons for the transaction

The property at Via dei Condotti 34/35 in Rome, owned by Ferrim S.r.l., was transferred, following the effective date of July 1, 2025, through the split of Ferrim S.r.l., with 50% going to Colloportus and 50% to FQuattro. Given this split and the transfer of ownership of the property equally between the two companies, it is necessary to sign a new lease agreement with the property-owning companies.

The lease of this property by Aeffe is strategic because it houses the "Alberta Ferretti" boutique, which is managed directly and bears the same brand.

Therefore, it was deemed appropriate to request Colloportus and FQuattro to sign a new lease starting from July 1, 2025, for a term of six plus six years (the "Renewal" or the "New Contract").

Both companies agreed to sign the New Contract without increasing the rent, which remains as agreed in 2013, subject to ISTAT adjustments over the years.

2. Contract provisions

This operation essentially formalizes a new agreement following the change in the property owner, while maintaining the existing economic conditions since 2013.

The new lease runs from July 1, 2025, to June 30, 2031. At Aeffe's request, Ferrim waived its right to oppose renewal after the first six-year term, allowing Aeffe to stay in the property until June 30, 2037, unless notice is given.

The annual rent remains unchanged from the previous lease, amounting to €868,850 per year, with the usual ISTAT adjustments.

3. Approval of the transaction

This operation qualifies as a "Major Related Party Transaction" under the Related Party Transactions Regulation adopted by Consob with resolution 17221/2010 (the "Regulation") and the internal procedure for related-party transactions adopted by Aeffe on July 15, 2021 (the "Internal Procedure"). This is because the total rent over the 12-year period exceeds 5% of Aeffe's consolidated shareholders' equity as per the latest published consolidated financial statement.

In compliance with the provisions of the Internal Procedure, the Risk and Sustainability Control Committee of Aeffe S.p.A., previously entrusted with the matter in its capacity as the Related Parties Committee—being composed of three non-executive directors, the majority of whom are independent—was requested to express its assessment on Aeffe's interest in carrying out the transaction, as well as on the convenience and substantial fairness of its terms. The Committee, having reviewed all information relating to the transaction, issued a favorable opinion at its meeting held on June 30, 2025. The Committee did not deem it necessary to obtain the opinion of independent experts.

The transaction was approved by the Board of Directors of Aeffe S.p.A. [unanimously by those present and voting, with the favorable votes of directors Marco Piazzi, Roberto Lugano, Daniela Saitta, Bettina Campedelli, Francesca Pace, and Marco Francesco Mazzù, and the abstentions of directors Massimo Ferretti, Alberta Ferretti, Simone Badioli, and Francesco Ferretti.

The negotiation was conducted by Dr. Marco Piazzi, Director of Aeffe.

The transaction does not fall within the materiality thresholds set forth in Articles 70 and 71 of Consob Regulation No. 11971 of May 14, 1999.

Further information regarding the transaction described above is available in the information document on related party transactions prepared pursuant to Article 5 and Annex 4 of the Regulation.

Change of Ownership of the Property Located at Via Donizetti 48, Milan

Following the aforementioned demerger of Ferrim S.r.l., the company FQuattro S.r.l.—whose share capital is entirely owned by Mr. Massimo Ferretti, shareholder and Chairman of Aeffe S.p.A.—has acquired ownership of the property located in Milan, Via Donizetti 48. Accordingly, the Board of Directors acknowledged and approved the signing of the lease agreement, as outlined in the press release and information document issued on May 27, 2025 (https://aeffe.com/press-release/), with the company FQuattro S.r.l. (instead of Ferrim S.r.l., which no longer owns the property), with all terms and assessments referred to in the aforementioned documents remaining unchanged.

Contacts:

Investor Relations

AEFFE Spa Rocco Bennici Investor.relations@aeffe.com +39 0541 965211

Press Relations

AEFFE Spa Alessandra Turra Alessandra.turra@aeffe.com +39 02 76059206

Numero di Pagine: 4