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Ferretti Group — Proxy Solicitation & Information Statement 2026
Apr 2, 2026
6296_rns_2026-04-02_9252bb6d-559b-47f0-a85c-c32b3951ce42.pdf
Proxy Solicitation & Information Statement
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CERTIFIED
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 14, 2026, 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 2025 and dividend’s distribution:
1.1 Approval of the financial statements for the year ended 31 December 2025, 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 2025, including the consolidated sustainability report pursuant to Legislative Decree 125/2024; inherent and consequent resolutions;
1.2 Allocation of profit for the year and dividend’s distribution; 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 2026) 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 2025) drawn up pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58 of 24 February 1998.
3) Appointment of the Board of Directors:
3.1 Decision on the number of members of the Board of Directors;
3.2 Decision on the duration of the office of the Board of Directors;
3.3 Appointment of the members of the Board of Directors;
3.4 Appointment of the Chairman of the Board of Directors;
3.5 Decision on the remuneration of the members of the Board of Directors.
4) Appointment of the Board of Statutory Auditors:
4.1 Appointment of the members of the Board of Statutory Auditors and of its Chairman for the term of offices 2026-2028;
4.2 Decision on the remuneration of the members of the Board of Statutory Auditors.
The information regarding:
WALLY
FERRETTIYACHTS
PERSHING
itama
Riva
CRN
CUSTOM LINE
CERTIFIED
FERRETTIGROUP
- 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;
- right to attend and vote at the Shareholders’ Meeting (record date May 5, 2026) and the manner exercise voting rights also through the assignment of ordinary proxies;
- right to submit questions before the Shareholders’ Meeting (by May 5, 2026);
- 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 12, 2026);
- proposals of resolutions by the owners of the voting right (by April 29, 2026);
- appointment of the Board of Directors;
- appointment of the Board of Statutory Auditors;
- 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, together with the documentation relating to the Shareholders’ Meeting, including the explanatory reports on the items on the agenda and the related proposals for resolution, are published 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 authorized dissemination mechanism “eMarket SDIR” at , to which reference is made.
With regard to the appointment of the members of the Board of Directors and the Board of Statutory Auditors, it should be noted in particular that the lists: (i) may be submitted by shareholders who, alone or together with other shareholders, hold at least 2.5% of the share capital; (ii) must be filed by shareholders, in accordance with the procedures indicated in the full version of the notice of call, no later than the 25th day prior to the date of the Shareholders’ Meeting, i.e. by April 19, 2026.
April 2, 2026
For the Board of Directors
The CEO
(Alberto Galassi)
WALKER FERRETTIYACHTS PERSHING Itama Riva CRN CUSTOM LINE