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Ferretti Group Proxy Solicitation & Information Statement 2026
6296_rns_2026-04-02_9acfbbd5-0f12-4a44-8c53-74044c13e012.pdf
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.
Procedure for attending the Meeting addressed to Shareholders holding their shares under the Monte Titoli System ("MT Shareholders")
The entitled Shareholders can attend the Shareholder's Meeting of Ferretti (the Company), as indicated in the call notice, exclusively by audio-video connection via webcast through this website allowing to participate and exercise the voting rights. For identification purposes entitled Shareholders shall pre-register in accordance with the applicable law (Attendance via webcast).
Alternatively, entitled MT Shareholders are allowed to directly cast their votes on the agenda items before the Meeting by May 13, 2026 (Electronic vote before the Meeting).
Entitled MT Shareholders wishing to vote by granting a proxy to their representative shall use the specific proxy form available on this website. The representative will be able to attend the Meeting as indicated below (Attendance by Proxy).
Attendance via webcast
MT Shareholders, or their representatives, wishing to attend the Meeting via webcast, shall pre-register in advance on the registration Portal (the "Portal") at the following URL from on April 30, 2026.
https://agmlive.computershare.it/nos/ferretti2026agm
Shareholders will be able to complete their identification process and choose the Credential IDs required to access at the audio-video conference on the day of the AGM.
The pre-registration on the Portal must be completed by May 11, 2026; in order to meet the identification requirements, any individual wishing to register shall provide a valid e-mail address and shall upload (i) a copy of a valid passport or other official ID document (for personal attendance or as a representative); (ii) in case of representative of legal entity, a copy of the power of attorney confirming the authority to represent the legal entity, (iii) in case of other shareholders representative, a copy of the proxy form available on this website duly completed and signed by the shareholder granting the proxy together with her/his passport/ID.
It should be noted that, in order to enable the attendance, the Company must receive the statement from the intermediary confirming the eligibility as of May 5, 2026 (the Record Date) pursuant to Article 83-sexies, § 2, Consolidated Law on Finance (Legislative Decree no. 58 of 24 February 1998). MT Shareholders wishing to attend are kindly invited to contact their intermediaries to request the issuance of this statement for the Company.
The Shareholder (or his representative) will receive confirmation of the correct registration and identification at the address provided during registration.
On the day of the Meeting the entitled shareholders, or their representatives, who have completed the registration procedure, will be admitted to the Meeting via the Portal through the abovementioned website using the previously issued Credential IDs. For the connection to the Portal, the use of a device such as a personal computer or tablet with a stable internet connection is strongly recommended.
Computershare S.p.A., on behalf of Ferretti S.p.A., is available to assist the applicants by reaching out the following email address: [email protected].
Electronic vote before the Meeting
Alternatively to the above procedure, entitled Shareholders who wish to submit their voting instructions before the Meeting must register on the following electronic voting platform (the "Platform") by May 13, 2026, at the following URL.
https://assemblea.computershare.it/eRD/index.aspx?nos=491083018
For identification purposes, entitled Shareholder must provide the full name and contacts together with a copy of the passport/ID.
Once the registration procedure is completed, the entitled Shareholder shall submit her/his voting instructions on the agenda items via the online application by the above deadline.
In order to validate the electronic vote, the Company must receive the statement from the intermediary confirming the eligibility as of May 2, 2025 (the record date) pursuant to Article 83-sexies, § 2, Consolidated Law on Finance (Legislative Decree no. 58 of 24 February 1998). MT Shareholders wishing to vote are kindly invited to address to their intermediaries to request the issuance of this statement for the Company.
Attendance by Proxy
MT Shareholders wishing to appoint a representative to attend the Meeting shall complete and sign the proxy form available below, after these instructions, and send it to the representative, who ultimately passes it to the Company by uploading the document at the moment of the pre-registration on the Portal, as mentioned above.
If a delegate wishes to vote in advance through the Platform, instead of attending the meeting via the Portal, must first send the proxy form to the e-mail address [email protected].
SHAREHOLDERS' MEETING PROXY FORM¹
With regards to the Ordinary Shareholders' Meeting of Ferretti S.p.A. (the "Company" or "Ferretti"), which shall take place on May 14, 2026 at 10 a.m. Italian time (4 p.m. Hong-Kong time), in single call, as per the call notice published on the Company's website at www.ferrettigroup.com at section "Investor Relations – Governance – Shareholders' Meeting" on April 2, 2026 and in extract form in the "Corriere della Sera" daily newspaper on April 2, 2026;
noting the documentation relating to the Shareholders' Meeting made available by the Company,
with this form
the undersigned (signature of party granting proxy²)
Surname ... Name ...
Born in ... on ...
Resident in ... via ...
Tax Code ...
Valid identity document (attached) ... No. ...
as
(tick the relevant box)
☐ party with the right to vote concerning no. ... ordinary shares of Ferretti as (tick the relevant box)
☐ shareholder ☐ pledgee ☐ bearer
(*) Obligatory field
¹ All those with the right to attend the Shareholders' Meeting may be represented through a person of their choice, by means of written proxy in accordance with law, signing this proxy form.
² Indicate the name and surname of the principal (as it appears on a copy of the communication for attendance at the shareholders' meeting as per Art.83-sexies of Legislative Decree 58/1998) or of the legal representative of the legal party delegating.
☐ usufructuary ☐ custodian
☐ manager ☐ other(specify)...
☐ legal representative or party conferred with appropriate representative powers of (name of the legal person with voting rights?) with registered office in via Tax No. (with document proving representative powers annexed) with the right to vote concerning no. ordinary shares of Ferretti as (tick the relevant box):
☐ shareholder ☐ pledgee ☐ bearer
☐ usufructuary ☐ custodian
☐ manager ☐ other(specify)...
as per communication (in accordance with Article 83-sexies of D.Lgs. 58/98) No. ... supplied by the intermediary ABI...CAB...
appoints
Mr./Ms. (proxy)
Surname Name
Born in on
Resident in via
Tax code
to attend and represent him/her/the company at the Ordinary Shareholders’ Meeting
with faculty in turn to be replaced by⁴:
Mr./Ms. (party indicated by the principal)
Surname Name
Born in on
Resident in via
Tax Code
(Place and Date)
(Signature of the principal)
³ Name of the legal person principal as stated in the copy of the communication for attendance at the Shareholders’ Meeting as per Article 83-sexies of Legislative Decree 58/1998.
⁴ The representative may indicate one or more replacements as per Article 2372, paragraph 3 of the Civil Code.
The undersigned declares in addition that the voting right shall be exercised by the proxy (tick the relevant box)⁵⁶:
☐ discretionarily in the absence of specific voting instructions from the undersigned appointing
☐ in accordance with the specific voting instructions given by the undersigned appointing
(Place and Date)
(Signature of the principal)
In accordance with Art.135-novies of Legs. Decree No. 58/1998, “the representative may, in place of the original, send or transmit a copy, also through electronic means, of the proxy form, declaring in good faith compliance of the proxy form to the original and the identity of the principal. The proxy must maintain the original proxy form and any voting instructions received for one year from the conclusion of the shareholders’ meeting”.
⁵ For the communication obligations as per Article 120 of Legs. Decree No. 58/1998, the shares for which “the voting right derives on the basis of proxy, as this right may be exercised discretionally in the absence of specific instructions from the principal” are considered investments.
⁶ The conferment of proxy to a representative in conflict of interest is permitted if the representative communicates in writing to the shareholder the circumstances under which the conflict arises and whether specific voting instructions are provided for each motion on which the representative must vote on behalf of the shareholder (see Article 135-decies of Legislative Decree No. 58/1998).
PERSONAL DATA PROCESSING DISCLOSURE AS PER ARTICLES 13 AND 14 OF REGULATION (EC) 679/2016
Ferretti S.p.A., with registered office in via Irma Bandiera no. 62, Cattolica (RN) (“Holder” of the processed data), informs you that the personal details provided will be processed only for the purposes of enabling the company to manage the Shareholders’ Meeting and execute the related legal requirements. Without the data indicated as obligatory (*), the proxy will not be allowed to attend the Shareholders’ Meeting.
The personal details will be collated in paper and/or electronic format and will be processed in the manner strictly required for the above-stated purposes, for the period of time necessary to comply with the legal and regulatory obligations and however as per the provisions of the European general personal data protection regulation No. 679/2016 and the domestic transposition rules.
Specifically and formally authorised employees or partners of the Holder may view personal data provided by the interested party and only for the above indicated purposes. Ferretti S.p.A. may in addition utilise for the processing of your data outside parties undertaking formal contractual agreements with the Holder and acting as outside managers or independent Holders.
The entitled party has the right at any time to exercise the rights established by the European Regulation (from Articles 15 to 22), including to be informed upon, at any time, which data is held at the company, its origin and how it is utilised; you also have the right to update, adjust, supplement, remove, request the blockage or oppose the processing of your data for legitimate reasons.
The Data Holder is Ferretti S.p.A., via Irma Bandiera no. 62, Cattolica (RN), who may be also contacted through the secretarial office at the following e-mail address: [email protected].