Ferretti Group — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

FERRETTIGROUP

Ferretti S.p.A.

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

(Stock Code: 09638)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made by Ferretti S.p.A. (the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The following document of the Company was published on the website of eMarket SDIR in Italy in accordance with and in the manners set forth in the Consob Issuer's Regulation and in compliance with the provisions of the Instructions accompanying the Rules of the Markets organised and managed by Borsa Italiana S.p.A..

The posting of the document on the website of The Stock Exchange of Hong Kong Limited is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and compliance with Rule 13.10B of the Listing Rules, and not for any other purposes.

By order of the Board

Ferretti S.p.A.

Mr. Alberto Galassi

Executive Director and Chief Executive Officer

Hong Kong, April 11, 2025

As at the date of this announcement, the Board comprises Mr. Alberto Galassi and Mr. Tan Ning as executive Directors; Mr. Jiang Kui, Mr. Piero Ferrari, Ms. Jiang Lan (Lansi) and Mr. Hao Qinggui as non-executive Directors; and Mr. Stefano Domenicali, Mr. Patrick Sun and Ms. Zhu Yi as independent non-executive Directors.

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FERRETTIGROUP

Ferretti S.p.A.

Registered office: Via Irma Bandiera no. 62, Cattolica, Rimini

Share capital: Euro 338,483,654 fully paid-in

Fiscal code and registration number in Register of Companies of Romagna, Forlì-Cesena and Rimini n. 04485970968

EXTRACT OF THE ORDINARY SHAREHOLDERS' MEETING CALL NOTICE

The Shareholders' Meeting of Ferretti S.p.A. ("Ferretti" or the "Company") is called in ordinary session for May 13, 2025, in single call, at 10 a.m. Italian time (4 p.m. Hong Kong time) to discuss and consider the following

AGENDA

1) Financial statements of the Company and consolidated financial statements as at 31 December 2024 and distribution of dividends:

1.1 Approval of the financial statements for the year ended 31 December 2024, accompanied by the report of the Board of Directors on the performance of operations, the report of the Board of Statutory Auditors and the report of the Independent Auditors; presentation of the consolidated financial statements as at 31 December 2024, including the consolidated sustainability report for the year ended 31 December 2024 pursuant to Legislative Decree 125/2024; inherent and consequent resolutions;

1.2 Allocation of profit for the year and distribution of dividends; inherent and consequent resolutions.

2) Report on the remuneration policy and remuneration paid pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998:

2.1 Approval of the first section of the Report on the Remuneration Policy and Compensation Paid (i.e., remuneration policy for the financial year 2025) drawn up pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree no. 58 of 24 February 1998;

2.2 Consultative vote on the second section of the report on the remuneration policy and remuneration paid (i.e., report on the remuneration paid in the financial year 2024) drawn up pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58 of 24 February 1998.

3) Appointment of two directors to integrate the Board of Directors following the co-optation pursuant to Article 2386 of the Italian Civil Code:

3.1 Appointment of director Tan Ning to integrate the Board of Directors following co-optation pursuant to Article 2386 of the Italian Civil Code; inherent and consequent resolutions;

3.2 Appointment of director Hao Qinggui to integrate the Board of Directors following co-optation pursuant to Article 2386 of the Italian Civil Code; inherent and consequent resolutions.

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The information regarding:

• Participation methods to the Shareholders' Meeting, which will be held exclusively by audio-video link via an online webcast platform, as the physical participation of individual shareholders is not permitted;

• the share capital;

WALLY

FERRETTIYACHTS

PERSHING

Italia

Riva

CRN

CUSTOM LINE

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WALLY
FERRETTIYACHTS
PERSHING
Itama
Riva
CRN
CUSTOM LINE

FERRETTIGROUP

• right to attend and vote at the Shareholders’ Meeting (record date May 2, 2025) and the manner exercise voting rights also through the assignment of ordinary proxies/sub-delegation;
• right to submit questions before the Shareholders’ Meeting (by May 2, 2025);
• supplementation to the agenda of the Shareholders’ Meeting and proposal on the matter from Shareholders holding at least 2,5% of the share capital, pursuant to Article 123-bis(1) of Legislative Decree No. 58 of 24 February 1998 (by April 21, 2025);
• proposals of resolutions on the third item on the agenda (by April 28, 2025);
• availability of the full version of the text on the proposed resolutions, along with the reports and documents that will be submitted to the Shareholders’ Meeting;
• organisational information of the Shareholders’ Meeting;

are reported in the full version in the call notice, the text of which is available on Ferretti’s website at www.ferrettigroup.com, “Investor Relation – Governance” section, on the website of the Stock Exchange of Hong Kong (www.hkexnews.com) and on the authorised dissemination mechanism “eMarket SDIR” at www.emarketstorage.com.

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Milan, April 11, 2025

For the Board of Directors

The CEO

(Alberto Galassi)