Ferretti Group — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

FERRETTIGROUP

Ferretti S.p.A.

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

(Stock Code: 09638)

NOTICE OF SHAREHOLDERS' GENERAL MEETING

NOTICE IS HEREBY GIVEN that the shareholders' general meeting (the "Meeting") of Ferretti S.p.A. (the "Company") will be held with a combination of an in-room meeting at Via Manzoni 41, 20121 Milan, Italy and an online virtual meeting by electronic means on Tuesday, January 21, 2025 at 5:00 p.m. Hong Kong time (10:00 a.m. CET time).

The Meeting will be convened for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:

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.

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(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.

Yours faithfully

By order of the Board

Ferretti S.p.A.

Mr. Alberto Galassi

Executive Director and Chief Executive Officer

Hong Kong, December 19, 2024

Registered office:
Via Irma Bandiera 62
47841 Cattolica (RN)
Italy

Principal place of business in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong

Notes:

(1) The Meeting will be a hybrid meeting. Shareholders have the option of attending, participating and voting in the Meeting through the online platform. Shareholders attending the Meeting using the Platform will also be counted towards the quorum and they will be able to cast their vote and submit questions through the Platform. Please refer to the section headed "Guidance for the Shareholders' General Meeting" in the circular of the Company dated December 19, 2024.

(2) Each of the ordinary resolutions will be passed if the vote of more than 50% of the shares represented and entitled to vote at the Meeting is cast in favor of each of them.

(3) A shareholder entitled to attend and vote at the Meeting is entitled to appoint any other person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. 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 proxy.

(4) 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.

(5) In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) and any other documents specified in the proxy form itself, 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

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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 form of proxy is published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.ferrettigroup.com.

(6) In relation to the proposed resolution numbered 1(a) above, the proposal from the Board of Statutory Auditors in relation to the appointment of Sustainability Auditor for a three-year term is set out in Appendix I to the circular of the Company dated December 19, 2024.

(7) Details of Mr. Jiang Kui proposed to be appointed as a non-executive director of the Company and Chairman of the board of directors of the Company at the Meeting are set out in Appendix II to the circular of the Company dated December 19, 2024.

(8) Those with voting rights have a right to attend the Meeting. In accordance with law and the By-laws, those who, based on the communication sent to the Company from an intermediary in accordance with applicable legislation and in accordance with the accounting records at the end of the 7th trading day before the date set for the Meeting (i.e. Friday, January 10, 2025), have the right to attend and vote at the Meeting. Transfers to and from the relevant accounts subsequent to this date do not affect the right to vote at the Meeting. The communication of the intermediary must be received by the Company by the end of the third business day before the date fixed for the Meeting (i.e. by Thursday, January 16, 2025). Please refer to the section headed "Guidance for the Shareholders' General Meeting" in the circular of the Company dated December 19, 2024 for details of the actions to be taken by shareholders in this respect.

No book closure will be required for the determination of Shareholders eligible to vote at the Meeting.

(9) 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.

As at the date of this notice, the Board comprises Mr. Alberto Galassi and Mr. Xu Xinyu as executive Directors; Mr. Jiang Kui, Mr. Piero Ferrari, Ms. Jiang Lan (Lansi) and Mr. Zhang Quan as non-executive Directors; and Mr. Stefano Domenicali, Mr. Patrick Sun and Ms. Zhu Yi as independent non-executive Directors.

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