Ferretti Group — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

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FERRETTIGROUP

Ferretti S.p.A.

(Incorporated under the laws of Italy as a joint-stock company with limited liability)

(Stock Code: 09638)

PROXY FORM

I/We¹ and ²

of being the shareholder(s) of ___________ ordinary shares of Ferretti S.p.A. (the “Company”) with no nominal value, hereby

☐ inform the Company that I/we intend to attend the shareholders’ general meeting (the “Meeting”) (and at any adjournment thereof) of the Company; or
☐ appoint⁴ the authorized representative of TMF Hong Kong Limited, the corporate secretarial service provider of the Company, for the first 20 proxy forms deposited with the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or ________ (name(s)) of ________ (email address(es)) (address(es)) as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting (and at any adjournment thereof) of the Company to be held at 5:00 p.m. Hong Kong time (10:00 a.m. CET time) on Tuesday, January 21, 2025, on the following ordinary resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS		For⁵	Against⁵	Abstain⁵
1.	To (a) appoint EY S.p.A. as the sustainability auditor of the Company for carrying out the limited examination of the Sustainability Reporting introduced by EU Directive 2022/2464 for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the year ending December 31, 2026 at the conditions, including the consideration due to the external auditor together with the criteria for its adjustment during the term of office, referred to in the offer made by the aforementioned external auditor, the economic terms of which are summarized in the proposal made by the Board of Statutory Auditors; and (b) Give mandate to the Board of Directors, and on its behalf the Chief Executive Officer (CEO) and the Executive Directors, severally, to provide for all the obligations and formalities of communication, filing and publication relating to the above, pursuant to the applicable laws and regulations.
2.(a)	To confirm the appointment of Mr. Jiang Kui as a non-executive director of the Company for a term expiring on the date of the shareholders’ general meeting called to approve the financial statements for the year ending December 31, 2025.
2.(b)	To confirm the appointment of Mr. Jiang Kui as the chairman of the board of directors of the Company for a term expiring on the date of the shareholders’ general meeting called to approve the financial statements for the year ending December 31, 2025.

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I/We hereby acknowledge and confirm as follows:

1. I/we am/are duly authorized by my/our proxy to provide his/her personal information (including the email address) above;
2. The Company and its agents are authorized to send the login details to access the online platform to my/our proxy through the email address provided above;
3. I have checked and ensured that all information provided in this proxy form is accurate and complete. Neither the Company nor its agents assume any obligation or liability whatsoever in respect of the accuracy or completeness of the information provided, or in connection with the transmission of the login details or any use of the login details for voting or otherwise;
4. If I/we or my/our proxy cast my/our votes through the online platform, such votes are irrevocable once the voting session of the Meeting ends; and
5. If my/our proxy has not received the login details by email by 5:00 p.m. CET time on Monday, January 20, 2025 (midnight Hong Kong time on Tuesday, January 21, 2025), I/we understand that I/we should reach out to the Hong Kong Share Registrar of the Company for assistance.

Signature$^{6}$: ____
Date: ____

Notes:

(1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
(2) If the shareholder is a company, full name of the company and legal address to be inserted in BLOCK CAPITALS.
(3) Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
(4) If any proxy other than the authorized representative of TMF Hong Kong Limited is preferred, delete the words “the authorized representative of TMF Hong Kong Limited, the corporate secretarial service provider of the Company, for the first 20 proxy forms deposited with the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or” and insert the name, address and email address of the proxy desired in the space provided. The email address so provided will be used by the Company or its agents for sending the login details for voting at the online Meeting. You and your proxy should ensure the email address provided will be appropriately secure for this purpose. Any alteration made to this form of proxy must be initialed by the person(s) who signs it. As a matter of Italian law, it is not possible to appoint a director, statutory auditor or employee of the Company or any of its subsidiaries as your proxy. For example, it is not possible to appoint the Chairperson of the online Meeting as your proxy.
(5) If you wish to vote using all of your shares, please indicate with a “✓” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If you wish to vote using part of your shares, please state the relevant number of shares you would like to use for voting in the relevant boxes under “For”, “Against” or “Abstain”, to indicate how you wish the proxy to vote on your behalf on a poll. Votes abstained will be counted in the calculation of the required majority. If this form is returned duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain, at his/her discretion. Where a “✓” is indicated in more than one space beside a resolution, the vote for that resolution will be void and will not be counted in the calculation of the required majority.

Please note that TMF Hong Kong Limited will only vote on the resolutions mentioned above in accordance with the express written instructions in a duly completed form of proxy from the relevant shareholders. Therefore, if this form is returned duly signed, but without any indication, TMF Hong Kong Limited will not vote on the resolutions.

(6) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.
(7) In the case of joint registered holders of any shares, the vote of the senior who tenders a vote (by proxy) will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined as that one of the persons so represented whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof. Where there are joint registered holders of any share(s), any one of such persons may vote at the meeting, either through online platform or by proxy, in respect of such share(s) as if he/she is solely entitled to, but if more than one of such joint holders be present at the meeting through online platform that only one device is allowed per login or by proxy.
(8) To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority by a notary public, shall be deposited with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event by 5:00 p.m. CET time on Monday, January 20, 2025 (midnight Hong Kong time on Tuesday, January 21, 2025) for HKSCC Nominees Limited and by 5:00 p.m. Hong Kong time (10:00 a.m. CET time), on Tuesday, January 14, 2025 for the Electing Shareholders. The email address provided herein is merely for receiving proxy forms relating to the online Meeting and will not be in use after the deadline for depositing the proxy forms.
(9) A proxy holder does not need to be a shareholder of the Company but must login to the online platform to represent you.
(10) The chairperson of the Meeting will demand a poll on each of the resolutions submitted for determination at the Meeting. On a poll, every shareholder who is present, or as represented by the proxy or corporate representative, shall have one vote for every share held by him/her. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.ferrettigroup.com following the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy and your voting instructions for the Meeting (the “Purposes”). If you fail to provide sufficient and accurate information, we may not be able to process your instructions. We may transfer your name(s) and address(es) to our agent, contractor, or third-party service provider who provides administrative, computer and other services to us for the Purposes, and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance, and any such request should be in writing by either of the following means:

By mail to: Hong Kong Privacy Officer
Computershare Hong Kong Investor Services Limited
17M, Hopewell Centre, 183 Queen’s Road East, Wanchai,
Hong Kong

By email to: PrivacyOfficer@computershare.com.hk