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Ferretti Group Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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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, 2 April 2026
As at the date of this announcement, the Board comprises Mr. Alberto Galassi and Mr. Tan Ning as executive Directors; Mr. Hao Qinggui, Mr. Piero Ferrari, Ms. Jiang Lan (Lansi) and Mr. Jin Zhao as non-executive Directors; and Mr. Patrick Sun, Mr. Stefano Domenicali and Ms. Zhu Yi as independent non-executive Directors.
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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 for the year ended 31 December 2025 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 Determination of the number of members of the Board of Directors;
3.2 Determination of the term of 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 Determination of 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 its Chairman for the financial years 2026-2028;
4.2 Determination of the remuneration of the members of the Board of Statutory Auditors.
1. 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. 200/2025, converted with amendments by Law no. 26/2026, 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.
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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.
2. INFORMATION ON THE SHARE CAPITAL
At the publication date of this call notice, the share capital of Ferretti amounts to Euro 338,482,654.00, comprising 338,482,654 ordinary shares all without nominal value. Ferretti 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 is available on the Company’s website (http://www.ferrettigroup.com).
3. 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 of the Company (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 5, 2026, “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 11, 2026).
Communication to Ferretti as 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 charges for the fulfilment of the obligations pertaining to the latter.
3.1 Shareholders with shares admitted into 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 (www.ferrettigroup.com, in the document “Procedures for participation in the Shareholders’ Meeting” in the “Investor Relations – Governance – Shareholders’ Meeting” section) by May 11, 2026. The person entitled to vote may attend the Shareholders’ Meeting by accessing with his/her Credential IDs to such Portal.
Alternatively, pursuant to Article 14.5 of the By-Laws, Monte Titoli Shareholders may express their vote, in advance and directly, by May 13, 2026, 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).
3.2 Shareholders with 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”), which participates in the meeting with the shares for which it has received voting instructions from their respective holders.
Holders of 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.
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A Voluntary Announcement – containing more details for CCASS Shareholders to give voting instructions to HKSCC or to obtain the HKSCC authorization to participate directly in the Shareholders’ Meeting – is published on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and on the Company’s website (www.ferrettigroup.com “Investor Relations – Governance – Shareholders’ Meeting” section).
4. 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 Titoli Shareholders is available on the company 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 by the proxy holder by uploading such documents in the Portal, or, in case of advance voting through the Platform, by certified e-mail to [email protected].
The proxy form for the CCASS Shareholders will be published on the Stock Exchange and on the Company’s website in due course.
In order to allow the Company to receive and verify the proxies in advance of the beginning of the Meeting, the proxy shall be received by 5:00 p.m. CET (11:00 p.m. Hong Kong time) on the May 13, 2026. 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.
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.
5. RIGHT OF SHAREHOLDERS TO SUBMIT QUESTIONS REGARDING MATTERS ON THE AGENDA
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 within the 7th (seventh) open market day prior to the date of the Shareholders’ Meeting (the “record date”, i.e., by May 5, 2026). 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 [email protected].
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 no later than the 3rd (third) day following the record date (i.e., by May 8, 2026). However, in the event that the shareholder has requested from its depository intermediary the communication of legitimation to participate in the
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Shareholders' Meeting, it will be sufficient to indicate in the request the references of such communication possibly issued by the authorized intermediary.
Only questions relating to matters on the Agenda will be taken into consideration. In order to facilitate the organization 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 by the Company within May 11, 2026, 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.
- 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 call notice (and, therefore, within April 12, 2026), 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 Ferretti in via Irma Bandiera 62, Cattolica (RN), or (ii) by certified email to the address [email protected], 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 12, 2026) 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 April 29, 2026, 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.
- SUBMISSION OF NEW PROPOSED RESOLUTIONS BY THE HOLDERS OF VOTING RIGHTS
Holders of voting rights may individually submit to the Company proposed resolutions on the items on the agenda with sufficient advance notice, at least fifteen (15) days before the Shareholders' Meeting (i.e., by April 29, 2026).
The aforementioned proposals, formulated clearly and comprehensively, must be submitted in writing, together with information allowing the identification of the person submitting them, as well as information regarding the ownership of shares (through an appropriate certification issued by the intermediary) and the related voting rights. The proposals must be received by the Company by the aforementioned deadline (i.e., by April 29, 2026) (i) by
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registered mail with return receipt addressed to the registered office of Ferretti at Via Irma Bandiera 62, Cattolica (RN), or (ii) by certified email to [email protected].
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.
8. APPOINTMENT OF THE BOARD OF DIRECTORS
Pursuant to Article 147-ter of the Italian Consolidated Law on Finance (TUF) and Article 19.2 of the Articles of Association, the Board of Directors is appointed by the Shareholders’ Meeting on the basis of lists submitted by the Shareholders and by the outgoing Board of Directors, should the latter choose to exercise the right to submit a list, in which the candidates must be listed in sequential order.
The outgoing Board of Directors has decided not to exercise the right to submit its own list.
The preparation, filing, and publication of the lists must take place in accordance with the procedures and deadlines set forth or referred to in Article 19 of the Articles of Association, to which full reference is made for matters not expressly indicated below.
Pursuant to Article 19.4 of the By-Laws, only Shareholders who, individually or together with others, hold shares carrying voting rights representing no less than 2.5% of the share capital are entitled to submit lists. Such shareholding must be evidenced by appropriate certifications, which, if not available on the day the lists are filed, may also be provided after the filing of the lists, provided that they are submitted within the deadline established by current regulations for the publication of the lists by the Company, i.e., by the twenty-first (21st) day prior to the date of the Shareholders’ Meeting (i.e., by April 23, 2026).
Pursuant to Article 19.5 of the Articles of Association, no Shareholder, as well as Shareholders connected by control or linkage relationships pursuant to the Italian Civil Code, or who are party to a shareholders’ agreement concerning shares of the Company, may submit or vote, even through a proxy or fiduciary, more than one list. Moreover, pursuant to Article 19.6 of the Articles of Association, each candidate may appear on only one list, under penalty of ineligibility.
Pursuant to Articles 19.3 and 19.7 of the Articles of Association, the candidates included in the lists must not exceed eleven in number, must be listed in sequential order, and must possess the requirements provided by law.
The members of the Board of Directors must meet the requirements of professionalism, integrity, and independence, to the extent and within the terms established by the applicable regulations, including those applicable to companies with shares listed on the Stock Exchange of Hong Kong.
At least one-third of the members of the Board of Directors, in any case not fewer than three, must also meet the independence requirements set forth by the Stock Exchange of Hong Kong regulations (including, among others, those required under section 3.13 of the Hong Kong Listing Rules), the applicable laws and regulations, as well as the additional requirements provided by the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee promoted by Borsa Italiana S.p.A., to which the Company adheres (the “Corporate Governance Code”).
The appointment of the Board of Directors shall also comply with the pro tempore applicable regulatory provisions regarding gender balance, including those applicable to companies with shares listed on the Stock Exchange of Hong Kong. Therefore, lists presenting three or more candidates must include candidates of both genders, in at least the minimum proportion necessary to ensure that the new Board of Directors is composed of at least two-fifths of directors of the less represented gender, rounding up to the next whole number in case of a fractional result.
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In submitting a list of candidates, Shareholders are also invited to take into account Ferretti’s diversity policy for its management and supervisory bodies, as well as the orientation opinion for the renewal of the Board of Directors approved by the outgoing Board of Directors on 24 February 2026, available on the Company’s website at www.ferrettigroup.com (under “Investor Relations/Governance/Governance Documents”).
Pursuant to Article 147-ter, paragraph 1-bis, of the TUF and Article 19.8 of the By-Laws, the lists, accompanied by the required documentation, must be filed by the Shareholders no later than the 25th (twenty-fifth) day prior to the date of the Shareholders’ Meeting, that is, by April 19, 2026.
The lists must be filed using one of the following methods:
(i) By registered mail with return receipt, to be sent to Ferretti’s registered office at Via Irma Bandiera 62, 47841 Cattolica (RN); or
(ii) By certified email (PEC) to the address “[email protected]”.
In any case, please indicate “Submission of Board of Directors Lists” as a reference and include information allowing the identification of the person submitting the lists.
Please note that, pursuant to Article 19.7 of the By-Laws and Article 144-octies of the Issuers’ Regulation, the lists must be filed with the Company together with the required documentation, under penalty of inadmissibility:
(i) The statements in which each candidate accepts their candidacy and declares, under their own responsibility, the absence of any causes of ineligibility or incompatibility, as well as the possession of the requirements prescribed by the applicable law to hold the office of director of the Company, including a declaration regarding the possible fulfillment of the independence requirements (including, among others, those required under section 3.13 of the Hong Kong Listing Rules);
(ii) A curriculum vitae, providing comprehensive information on the personal and professional background of each candidate (including, among others, the information/confirmations required under sections 3.13 (for independent director candidates) and 13.51(2) (for all director candidates, whether independent or not) of the Hong Kong Listing Rules);
(iii) An indication of the identity of the Shareholders who submitted the lists and the total percentage of shareholding they collectively hold; and
(iv) Any other additional or alternative statements, information, and/or documents required by applicable law and regulatory provisions.
The lists, accompanied by the documentation and information on the candidates’ qualifications, will therefore be made available to the public by the Company by the 21st (twenty-first) day prior to the date of the Shareholders’ Meeting (i.e., by April 23, 2026), at the Company’s registered office, on the Company’s website (www.ferrettigroup.com) under “Investor Relations/Governance/Shareholders’ Meeting” and on the authorised storage mechanism “eMarket Storage” (www.emarketstorage.com).
It is recalled that those submitting a minority list are subject to the recommendations issued by CONSOB with Communication no. DEM/9017893 of 26 February 2009.
Pursuant to Article 19.9 of the Articles of Association, the election of the Board of Directors shall proceed as follows:
(i) From the list that obtained the highest number of votes, all directors to be elected, except one, shall be drawn in accordance with the sequential order in which the candidates are listed in the list;
(ii) From the second list that obtained the highest number of votes – which is not connected in any way, even indirectly, pursuant to the laws and regulations in force at the time, with those who submitted or voted for the list referred to in point (i) above – one director shall be elected in accordance with the legal provisions, based on the sequential order in which the candidates are listed in the list.
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Pursuant to Article 19.10 of the Articles of Association, if two lists obtain the second highest number of votes, a new vote shall be held by the Shareholders’ Meeting, and the candidate obtaining the simple majority of votes shall be elected. Should the application of the above-described list voting mechanism result in (i) fewer than the minimum number of candidates meeting the independence requirements being elected, and/or (ii) a Board composition that does not comply with the legal provisions on gender balance, the candidates possessing the required qualifications shall be elected in place of those candidates lacking such qualifications who were listed in the list to which the individuals being replaced belonged.
In the event that only one list is submitted, the directors shall be drawn from the submitted list, provided that it has obtained the approval of the simple majority of votes.
Pursuant to Article 19.11 of the By-Laws, if only one list is submitted, the Shareholders’ Meeting will vote on it, and if the list obtains a relative majority, the candidates listed in sequential order will be elected as directors, up to the number determined by the Meeting, subject to the requirement to appoint the minimum number of independent directors established by the By-Laws and by law, as well as to comply with the gender balance requirements under the applicable legal and regulatory provisions.
Pursuant to Article 19.12 of the By-Laws, if no list is submitted (or if the submitted list does not allow for the appointment of directors in compliance with the applicable legal provisions, or in any case if it is not possible to proceed according to the list voting rules), the Shareholders’ Meeting shall resolve by the statutory majorities, without following the above procedure, and in any event in a manner that ensures the presence of the minimum number of independent directors required by law, as well as compliance with the applicable gender balance regulations.
Lists that receive, at the Shareholders’ Meeting, a percentage of votes lower than half of that required for their submission will not be taken into account.
For any further information regarding the procedures for drafting, submitting, and voting on the lists, reference is made to the provisions of the By-Laws, which is available at the Company’s registered office and published on the Company’s website at www.ferrettigroup.com, under the section “Investor Relations/Governance/Governance Documents” as well as to the Explanatory Report on the third (3rd) item on the agenda of the Shareholders’ Meeting, prepared by the Board of Directors, which will be made available to the public within the deadlines and in the manner required by the applicable legal and regulatory provisions.
9. APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS
Pursuant to Article 148 of the TUF and Article 27 of the By-Laws, the Board of Statutory Auditors is appointed by the Shareholders’ Meeting based on lists submitted by the Shareholders. The preparation, filing, and publication of the lists must take place in accordance with the procedures and within the deadlines set forth or referred to in Article 27 of the By-Laws, to which full reference is made for any matters not expressly indicated below.
Pursuant to Article 27.7 of the By-Laws only Shareholders who, individually or together with others, hold shares carrying voting rights representing a percentage of the share capital not less than that required by the applicable regulations for the submission of candidate lists for the election of the Company’s Board of Directors (currently equal to 2.5% of the share capital) are entitled to submit lists.
This ownership threshold must be evidenced by appropriate certifications, which, if not available on the day the lists are filed, may be submitted subsequently to the filing, provided they are delivered within the deadline established by the applicable law for the publication of the lists by the Company, that is, by the 21st (twenty-first) day prior to the date of the Shareholders’ Meeting (i.e., by April 23, 2026).
Pursuant to Article 27.9 of the By-Laws and Article 144-sexies, paragraph 5, of the Issuers’ Regulation, and solely with regard to the submission of lists for the appointment of the Board of Statutory Auditors, if, as of the deadline for the submission of lists (i.e., April 19, 2026), only one list has been filed, or only lists submitted by Shareholders
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connected to each other under the applicable provisions, candidate lists for the offices of Statutory Auditor and Alternate Auditor may be submitted up to the third day following that date (i.e., until April 22, 2026). It should be noted that, in the event of an extension of the deadline pursuant to the above, the threshold required for the submission of lists is reduced by half and is therefore equal to 1.25% of the shares carrying voting rights in the Shareholders' Meeting.
Pursuant to Article 27.3 of the By-Laws, all Statutory Auditors must meet the requirements of integrity, professionalism, independence, and the limits on the accumulation of offices established by the applicable legal and regulatory provisions. Matters considered strictly relevant to the Company's activities include commercial law, corporate law, financial markets law, tax law, business economics, corporate finance, related or comparable disciplines, as well as matters and sectors pertaining to the Company's area of activity.
In submitting a list of candidates, Shareholders are also invited to take into account Ferretti's diversity policy for its management and supervisory bodies and the Guidelines of the outgoing Board of Statutory Auditors of Ferretti regarding the composition of the new Board of Statutory Auditors, available on the Company's website at www.ferrettigroup.com, under "Investor Relations/Governance/Governance Documents".
Pursuant to Articles 27.4 and 27.6 of the By-Laws, the Shareholders' Meeting appoints the Statutory Auditors and the Chairman of the Board of Statutory Auditors in compliance with the applicable gender balance regulations. Lists containing three or more candidates must include candidates of both genders, in accordance with any applicable legal provisions or the Corporate Governance Code. If the application of the gender allocation criterion does not result in a whole number of members of the supervisory body belonging to the less represented gender, the rounding down to the next lower unit shall apply, in line with the new wording of Article 144-undecies.1 of the Issuers' Regulation (as amended by CONSOB Resolution No. 21359 of 13 May 2020) for bodies composed of three (3) members.
Pursuant to Article 27.5 of the By-Laws, the appointment of the Board of Statutory Auditors is made on the basis of lists in which the candidates are listed in sequential order. Each list is divided into two sections: one for candidates for the office of Statutory Auditor and the other for candidates for the office of Alternate Auditor.
Pursuant to Article 147-ter, paragraph 1-bis, of the TUF—as referred to in Article 148, paragraph 2, of the TUF—the lists, accompanied by the required documentation, must be filed by the Shareholders no later than the 25th (twenty-fifth) day prior to the date of the Shareholders' Meeting, that is, by April 19, 2026.
The lists must be filed using one of the following methods:
(i) By registered mail with return receipt, to be sent to Ferretti's registered office at Via Irma Bandiera 62, 47841 Cattolica (RN); or
(ii) By certified email (PEC) to the address "[email protected]".
In any case, please indicate "Submission of Board of Statutory Auditors Lists" as a reference and include information allowing the identification of the person submitting the lists.
Please note that, pursuant to Article 27.8 of the By-Laws and Article 144-sexies of the Issuers' Regulation, the following must be filed with the Company together with the lists:
(i) Information regarding the identity of the Shareholders who submitted the lists, indicating the total percentage of shareholding they collectively hold;
(ii) Comprehensive information on the personal and professional characteristics of the candidates;
(iii) The statements by which each candidate accepts the nomination and declares, under their own responsibility, that they meet the requirements prescribed by law and by the By-Laws for the relevant offices;
(iv) A list of any management and supervisory positions held by each candidate in other companies;
(v) A declaration by Shareholders other than those who, individually or jointly, hold a controlling interest or a relative majority interest, certifying the absence of any connections with the latter as provided for by the
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applicable regulations;
(vi) Any other additional or different statements, information, and/or documents required by the applicable laws and regulations in force from time to time.
With reference to the document sub (v) above, pursuant to Article 2400, last paragraph, of the Italian Civil Code and Article 148-bis of the TUF, please ensure that the list of management and supervisory positions held by the candidates in other companies is kept up to date until the date on which the Shareholders’ Meeting is actually held.
The lists, accompanied by the documentation and information on the candidates’ qualifications, will therefore be made available to the public by the Company by the 21st (twenty-first) day prior to the date of the Shareholders’ Meeting (i.e., by April 23, 2026), at the Company’s registered office, on the Company’s website (www.ferrettigroup.com) under “Investor Relations/Governance/Shareholders’ Meeting” and on the authorised storage mechanism “eMarket Storage” (www.emarketstorage.com).
Finally, it should be noted that those submitting a minority list are subject to the recommendations issued by CONSOB in Communication No. DEM/9017893 of 26 February 2009.
Pursuant to Article 27.10 of the By-Laws, the election of the Board of Statutory Auditors shall proceed as follows:
(i) from the list that obtained the highest number of votes at the Shareholders’ meeting, two standing auditors and one alternate auditor shall be elected, based on the order in which they are listed in the sections of the list;
(ii) From the second list that obtained the highest number of votes and that is not connected in any way, even indirectly, pursuant to the laws and regulations in force at the time, with those who submitted or voted for the list referred to in the preceding point (i), the following are elected, in accordance with the applicable legal provisions: the remaining standing auditor, who shall assume the office of chairman of the board of statutory auditors, and the remaining alternate auditor, in the order in which they are listed in the sections of the list.
In the event that multiple lists receive the same number of votes, a new runoff vote shall be held among those lists by all eligible voters present at the Shareholders’ Meeting, with the candidates of the list obtaining the relative majority being elected.
Pursuant to Article 27.11 of the By-Laws, if only one list has been submitted, the entire Board of Statutory Auditors shall be drawn from that list in accordance with the legal majorities.
Pursuant to Article 27.12 of the By-Laws if, following the application of the list voting mechanism described above, the composition of the Board of Statutory Auditors does not comply with the regulations regarding gender balance, the Shareholders’ Meeting shall appoint auditors meeting the required qualifications to replace the candidates lacking such qualifications who were listed in the same list as the individuals being replaced.
For any further information regarding the procedures for drafting, submitting, and voting on the lists, reference is made to the provisions of the Articles of Association, which is available at the Company’s registered office and published on the Company’s website at www.ferrettigroup.com, under the section “Investor Relations/Governance/Governance Documents” as well as to the Explanatory Report on the fourth (4th) item on the agenda of the ordinary part of the Shareholders’ Meeting, prepared by the Board of Directors, which will be made available to the public within the deadlines and in the manner required by applicable legal and regulatory provision.
10. 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 (www.hkexnews.com).
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FERRETTIGROUP
The shareholders have the right to obtain a copy, at their own expense, of this documentation, by sending a request to the Company at [email protected].
This call notice is published, in compliance with the provisions of Article 125-bis of the TUF, Article 84 of the Issuers' Regulation and Article 14.4 of the By-Laws, at the authorised distribution mechanism "eMarket SDIR" at the address www.emarketstorage.com, on the Company's website at the address www.ferrettigroup.com "Investor Relations – Governance – Shareholders’ Meeting" section, the website of the Stock Exchange www.hkexnews.hk, as well as in extract in the newspaper "Corriere della Sera".
April 2, 2026
For the Board of Directors
The Chief Executive Officer
(Alberto Galassi)