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)

VOLUNTARY ANNOUNCEMENT

NOTICE OF CALL OF THE ANNUAL GENERAL MEETING

This announcement is made on a voluntary basis to make available to all shareholders ("Shareholders") of Ferretti S.p.A. (the "Company") the information that the Company is required to publish in accordance with the Italian law and the Company's by-laws (the "By-Laws") within thirty days before the date of the Shareholders' meeting (the "Shareholders' Meeting"). The information and documentation that the Company must make available to the Shareholders for the Shareholders' Meeting according to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") will be published and dispatched in due course.

The Shareholders' Meeting of the Company is convened in a single call for Tuesday, May 13, 2025 at 10:00 a.m., CEST time (corresponding to 4:00 p.m., Hong Kong time), to discuss and resolve on the following agenda (the "Agenda"):

Ordinary part of the Shareholders' Meeting

1) Presentation and approval of the financial statements of the Company as of December 31, 2024 and consolidated financial statements as of December 31, 2024, together with the reports of the board of directors (the "Board of Directors"), the board of statutory auditors and the independent auditors, the consolidated sustainability report for the year ended December 31, 2024 and the allocation of profit for the year ended December 31, 2024 and distribution of dividends;

2) Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998; and

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

---

Venue of the Shareholders’ Meeting

Pursuant to Article 106, paragraph 2 of Decree-Law no. 18/2020, converted into Law no. 27/2020, the effects of which were last extended by Decree-Law no. 202/2024 converted with amendments by Law no. 15/2025, the Shareholders’ Meeting is held exclusively by audio-video connection via online webcast on the Company’s website in the manner detailed below, as the physical participation of individual shareholders is not permitted.

Any changes will be promptly communicated in the same manner as for the publication of the notice and, in any case, through the information channels provided for by the applicable legislation.

Information on share capital

At the date of this announcement, the share capital of the Company amounts to Euro 338,482,654.00, comprising 338,482,654 ordinary shares all without nominal value. The Company does not hold any treasury shares. Each ordinary share assigns the right to 1 (one) vote at the Shareholders’ Meeting. Information concerning the amount of the share capital with specification of the number of shares it is divided into are available on the Company’s website (http://www.ferrettigroup.com).

Right to attend and vote at the Shareholders’ Meeting

Those with voting rights have a right to attend the Shareholders’ 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 Shareholders’ Meeting (i.e. May 2, 2025, the “Record Date”), have the right to attend and vote at the Shareholders’ Meeting. Transfers to and from the relevant accounts subsequent to this date do not affect the right to vote at the Shareholders’ Meeting; therefore, those holding company shares only subsequent to this date shall not be entitled to attend and vote at the Shareholders’ Meeting. The communication of the intermediary must be received by the Company by the end of the third open market day before the date fixed for the Shareholders’ Meeting (i.e. by May 8, 2025).

Communication to the Company as described above is carried out by the appointed intermediary on the request of those with voting rights. The Company is not responsible for any notice required by the authorised intermediary or for any financial changes for the fulfilment of the obligations pertaining to the latter.

– 2 –

---

i. Shareholders who have their shares admitted into Monte Titoli S.p.A. (“Monte Titoli”)

In order to participate in the Shareholders’ Meeting, each holder of voting rights whose shares are deposited with an intermediary participating in the Monte Titoli system (the “Monte Titoli Shareholders”), once he/she has requested to the intermediary the issuance of the aforementioned communication legitimizing his/her participation, he/she must register his/her personal details and his/her credential IDs in the registration portal (the “Portal”) accessible through the Company’s website, in the document “Procedures for participation in the Shareholders’ Meeting” in the “Investor Relations — Governance — Shareholders’ Meeting” section) by May 8, 2025. The person entitled to vote, and previously registered as above, may attend the Shareholders’ Meeting by accessing the Portal with his/her credential IDs.

Alternatively, pursuant to Article 14.5 of the By-Laws, Monte Titoli Shareholders may express their vote, in advance and directly, by May 12, 2025, on the various items on the agenda, through the voting platform (the “Platform”) accessible through the appropriate link found on the Company’s website (www.ferrettigroup.com, in the document “Procedures for participation in the Shareholders’ Meeting” in the “Investor Relations — Governance — Shareholders’ Meeting” section).

ii. Shareholders who have their shares admitted into the Central Clearing and Settlement System (“CCASS”)

The voting rights holder of shares deposited in the CCASS system is HKSCC Nominees Limited (“HKSCC”), who may participate in the Shareholders’ Meeting through the Portal.

Shareholders who have their Shares deposited in the CCASS system (the “CCASS Shareholders”) can then give voting instructions to HKSCC or they can participate directly in the Shareholders’ Meeting after requesting and obtaining the relevant authorization from HKSCC.

CCASS Shareholders who want to attend the Shareholders’ Meeting directly are required to (i) contact and instruct their banks, brokers, custodians, nominees or HKSCC through which their Shares are held (collectively, the “Representatives” and each a “Representative”) to appoint themselves as proxy or corporate representative to attend the Shareholders’ Meeting; and (ii) provide their email address to the Representatives within the time limit as stipulated by the Representatives. Such Representatives shall provide Computershare Hong Kong Investor Services Limited (“Computershare HK”) with the name and emails address of CCASS Shareholders authorized to attend directly the Shareholders’ Meeting to whom Computershare HK will send login details to access the Portal.

• 3 -

---

Any CCASS Shareholder who has provided an email address through the relevant Representative for this purpose but has not received the login details by email by 12:00 noon Hong Kong time (6:00 a.m. CEST time) on Monday, May 12, 2025 should reach out to Computershare HK for assistance. Without the login details, CCASS Shareholders would not be able to attend and vote using the Portal. CCASS Shareholders should therefore give clear and specific instructions to their Representatives in respect of both (i) and (ii) above.

Representation at the Shareholders' Meeting

Each person entitled to attend and exercise voting rights may be represented at the Shareholders' Meeting by proxy (or sub-delegation) granted pursuant to Article 135-novies of the Legislative Decree 58/98 (the "TUF") and Article 15.2 of the By-Laws. In particular, such proxy may be granted by means of a signed paper document or also an electronic document signed in electronic form in accordance with Article 135-novies, paragraph 6 of the TUF and Article 15.5 of the By-Laws.

For this purpose, a proxy form for Monte Tioli Shareholders is available on the Company's website (www.ferrettigroup.com). Proxy, together with a copy of the currently valid identity document of the principal and, in the case of a legal entity, a copy of an identity document of the pro tempore legal representative, may be notified to the Company: (i) through uploading such documents in the Portal at same time of the registration, (ii) through sending a registered letter with signed receipt to the registered office of the Company (Irma Bandiera 62, Cattolica (RN)); or (iii) by certified e-mail to ferretti@pecserviziotitoli.it.

The delegate can also cast his/her vote in advance via the Platform instead of accessing the Portal after notifying the proxy as above means.

The proxy form for the CCASS Shareholders will be published on the Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and on the Company's website (www.ferrettigroup.com) in due course.

In order to allow the Company to receive and verify the proxies (or sub-delegations) in advance of the beginning of the Shareholders' Meeting, the proxy shall be received by 5:00 p.m. CET (11:00 a.m. Hong Kong time) on May 12, 2025. The proxy may always be revoked within the above time limit.

Any prior notifications will not exempt the delegate from the obligation to certify, under his/her own responsibility, the conformity of the notified proxy to the original one and the identity of the person granting the proxy, at the time of his accreditation to access the Shareholders' Meeting works.

The delegate must preserve the original proxy and the voting instructions eventually received (if any) for one year after the end of the Shareholders' Meeting works.

• 4 -

---

No procedures for voting via correspondence are available.

The Company does not avail itself of the faculty to appoint a representative to whom Shareholders can grant a proxy with voting instructions regarding all or any of the items on the agenda of the Shareholders' Meeting.

Right of Shareholders to submit questions regarding matters on the resolutions

In accordance with Article 127-ter of the TUF, those with the right to vote may submit questions regarding the matters on the Agenda, also before the Shareholders' Meeting. Applications must be received by the Record Date. The Company does not guarantee a response to questions received after this deadline.

Questions may be submitted: (i) by registered letter with return receipt, to be sent to the registered office of Ferretti in via Irma Bandiera 62, Cattolica (RN), or (ii) by email to the address officeofthegeneralcounsel@ferrettigroup.com.

The applicant must prove ownership of the shares on the Record Date. For this purpose, the depository intermediary must provide the issuer with the appropriate notice, even after the application has been submitted, provided that it is issued by the 3rd (third) day after the Record Date (i.e. by May 5, 2025). However, in the event that the Shareholder has requested his/her depositary intermediary for the communication of legitimacy to attend the Shareholders' Meeting, it will be sufficient to indicate in the request the references of such communication that may have been issued by the authorized intermediary.

Only questions relating to matters on the Agenda will be taken into consideration. In order to facilitate the organisation of the answers, it is requested that the questions contain the reference to the page number of the relevant Explanatory Report of the Board of Directors on the items on the Agenda or a differing document made available for the Shareholders' Meeting. The Company may provide a single reply to questions with the same subject matter.

The questions received by the above deadline will be answered within May 9, 2025, after having verified their relevance and the legitimacy of the applicant, by means of publication in the section of the Company's website at the address www.ferrettigroup.com "Investor Relations — Governance — Shareholders' Meeting" section.

• 5 -

---

– 6 –

Supplementation to the Agenda of the Shareholders' Meeting and proposals on matters from Shareholders holding at least 2.5% of the share capital

In compliance with the Article 126-bis of the TUF and Article 14.6 of the By-Laws, the Shareholders who, also jointly, represent at least 2.5% (two point five per cent) of the share capital may request within 10 (ten) days from the publication of this announcement (i.e. April 21, 2025), to add to the list of matters to be discussed, or to submit proposals for motions on matters already on the Agenda, indicating in the request the additional matters proposed and/or the proposed motions.

Pursuant to Article 126-bis, paragraph 3 of the TUF, the addition of the matters to the Agenda is not permitted for those matters on which the Shareholders' Meeting passes motions, as prescribed by law, by Board of Directors proposal or in relation to a project or report prepared by the Board, other than that set out in Article 125-ter, paragraph 1 of the TUF.

The question must be submitted in writing and sent (i) by registered letter with confirmation of receipt addressed to the registered office of the Company in via Irma Bandiera 62, Cattolica (RN), or (ii) by certified email to the address ferrettispa@pec.it, together with the certificates issued by the authorised intermediary(ies) in compliance with their accounting records, certifying possession of at least 2.5% of the share capital. Within this term (i.e. within April 21, 2025) and according to the same procedures, the applicant shall send to the Board of Directors of the Company a report on the issues they propose to be covered and/or containing the explanation and the reasons for the submission of further resolution proposals on issues already on the Agenda.

Supplementations admitted by the Board of Directors or the presentation of further proposals for motions on items already on the Agenda will be communicated within fifteen days before the date set for the Shareholders' Meeting (i.e. by April 28, 2025), according to the same legal terms set out for the call notice. At the same time as publication of the supplementation notice or of the presentation, in the same manner established for the documentation relating to the Shareholders' Meeting, the report prepared by requesting shareholders, accompanied by any evaluations of the administrative body, will be made available to the public.

Appointment of the two Directors to integrate the Board of Directors

The Shareholders' Meeting will be called upon to resolve on the appointment of two directors to integrate the Board of Directors by co-optation, with the majorities set forth by law, without the application of list voting (see Article 19 of the By-Laws).

---

Due to the evaluations on the characteristics of the directors co-opted by the Board of Directors on February 28, 2025, Tan Ning and Hao Qinggui, which have already been carried out during the co-option and verification of the requirements, the Board of Directors proposes to the Shareholders' Meeting to confirm the co-opted directors Tan Ning and Hao Qinggui as directors of the Company. The curricula vitae are available to Shareholders on the Company's website at www.ferrettigroup.com, "Investor Relations — Governance — Corporate Bodies — Board of Directors" section.

Shareholders who intend to submit any alternative candidacies to those presented by the Board of Directors may deposit any proposals with reference to the third item on the agenda at the Company's registered office (at Cattolica (RN), Via Irma Bandiera n. 62), well in advance, at least 15 (fifteen) days before the Shareholders' Meeting (and, therefore, by April 28, 2025). The candidacies must be accompanied by (i) statements in which the candidates accept their candidacy and certify, under their own responsibility, the absence of causes of ineligibility and incompatibility, as well as the possession of the requirements prescribed by the laws in force to hold the office of director of the Company, including the declaration as to whether he/she possesses the requirements of independence; (ii) a curriculum vitae, containing exhaustive information on the personal and professional characteristics of each candidate; (iii) an indication of the identity of the shareholders who have submitted the candidacy and the overall percentage of shareholding held, attested by appropriate certification issued by the intermediary qualified pursuant to law; and (iv) any other or different statement, information and/or document required by law and the applicable regulations.

The Company reserves the right to verify the relevance of the proposals, their completeness and their compliance with applicable regulations, as well as the legitimacy of the proposers. Relevant proposals received within the above deadlines will be published on the Company's website at www.ferrettigroup.com, "Investor Relations — Governance — Shareholders' Meeting" section, without delay, in order to allow those entitled to vote to express themselves in an informed manner.

For any other information relating to the procedures for the submission of nominations, please refer to the explanatory report on the third item on the agenda of the Shareholders' Meeting, which will be available on the Company's website at www.ferrettigroup.com, "Investor Relations — Governance — Shareholders' Meeting" section, within the terms set forth by law.

• 7 -

---

– 8 –

Documentation

Documentation regarding the matters on the Agenda will be made available to the public in accordance with law at the registered office of the Company in via Irma Bandiera 62, Cattolica (RN), on the authorised storage mechanism “eMarket STORAGE” at www.emarketstorage.com, on the Company website www.ferrettigroup.com in the “Investor Relations — Governance — Shareholders’ Meeting” section and the website of the Stock Exchange of Hong Kong Limited (www.hkexnews.com). The Shareholders have the right to obtain a copy, at their own expense, of this documentation, by sending a request to the Company at officeofthegeneralcounsel@ferrettigroup.com.

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.