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Ferretti Group Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Ferretti S.p.A. (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
FERRETTIGROUP
Ferretti S.p.A.
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 09638)
PROPOSALS FOR
(1) APPROVAL OF AUDITED FINANCIAL STATEMENTS AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS, ALLOCATION OF NET PROFIT AND DECLARATION AND DISTRIBUTION OF FINAL DIVIDEND;
(2) REPORT ON REMUNERATION POLICY AND COMPENSATION PAID; AND
(3) NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "Annual General Meeting") of the Company to be held virtually by electronic means on Thursday, May 14, 2026 at 4:00 p.m. Hong Kong time (10:00 a.m. CEST time) is set out on pages AGM-1 to AGM-3 of this circular.
Shareholders are encouraged to submit their completed proxy forms in advance of the Annual General Meeting. For Monte Titoli Shareholders, the proxy form is available on the website of the Company at www.ferrettigroup.com. For HKSCC Nominees Limited, a form of proxy enclosed and is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.ferrettigroup.com. Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible but in any event by 11:00 p.m. Hong Kong time (5:00 p.m. CEST time) on Wednesday, May 13, 2026 for CCASS Shareholders and by 4:00 p.m. Hong Kong time (10:00 a.m. CEST time) on Thursday, May 7, 2026 for Electing Shareholders.
April 10, 2026
CONTENTS
Page
Guidance for the Annual General Meeting ... ii
Definitions ... 1
Letter from the Board ... 4
Notice of the Annual General Meeting ... AGM-1
- i -
GUIDANCE FOR THE ANNUAL GENERAL MEETING
THE AGM TO BE HELD BEFORE A NOTARY PUBLIC
The AGM will be held before an Italian notary public as the secretary of the meeting.
ATTENDING THE AGM BY MEANS OF ELECTRONIC FACILITIES
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 AGM 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. The Company strongly encourages Shareholders to attend, participate and vote at the AGM through online access by visiting the Company's website — www.ferrettigroup.com “Investor Relations — Corporate Governance — Shareholders’ Meeting” section).
Those with voting rights have a right to attend the AGM. 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 AGM (i.e. Tuesday, May 5, 2026, the “Record Date”), have the right to attend and vote at the AGM. Transfers to and from the relevant accounts subsequent to this date do not affect the right to vote at the AGM. Therefore, those holding Shares only subsequent to this date shall not be entitled to attend and vote at the AGM. 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 AGM (i.e. by Monday, May 11, 2026).
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 charges for the fulfilment of the obligations pertaining to the latter.
No book closure will be required for the determination of Shareholders eligible to vote at the AGM.
- ii -
GUIDANCE FOR THE ANNUAL GENERAL MEETING
i. Shareholders who have their Shares admitted into Monte Titoli (“Monte Titoli Shareholders”)
In order to participate in the AGM, each Monte Titoli Shareholder, 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 identity documents in the registration portal at the following internet address https://agmlive.computershare.it/nos/ferretti2026agm (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 Monday, May 11, 2026. The Shareholder entitled to vote, and previously registered as above, may attend the AGM by accessing the Portal with his/her credential identity documents.
Alternatively, pursuant to Article 14.5 of the By-Laws, Monte Titoli Shareholders may express their vote, in advance and directly, by Wednesday, 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 — Corporate 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 admitted in the CCASS system is HKSCC Nominees Limited (“HKSCC”), which may participate in the AGM with the Shares it has received voting instructions from their respective holders 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 AGM after requesting and obtaining the relevant authorization from HKSCC.
CCASS Shareholders who want to attend the AGM 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 AGM; and (ii) provide their email address to the Representatives within the time limit as stipulated by the Representatives. Such Representatives shall provide Computershare HK with the name and emails address of CCASS Shareholders authorized to attend directly the AGM to whom Computershare HK will send login details to access the Portal.
GUIDANCE FOR THE ANNUAL GENERAL MEETING
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 Wednesday, May 13, 2026 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.
By logging in the Portal, Shareholders will be able to view a live webcast of the AGM, submit questions, and cast vote in real-time. Shareholders participating in the AGM using the Portal will also be counted towards the quorum and they will be able to cast their vote and submit questions through the Portal.
Login Period (Recommendation)
Shareholders are strongly recommended to access the Portal well in advance of the AGM and to ensure a stable internet connection.
The Portal can be accessed from any location with internet connection by a smart phone, tablet device or computer. The Portal will be opened for Shareholders to log in 45 minutes prior to the commencement of the AGM.
Shareholders are therefore advised to allow ample time, at least 5 minutes, to check into the Portal to complete the login procedure and remain logged in until the commencement of and during the AGM.
VOTING BY PROXY IN ADVANCE OF THE AGM
Shareholders are encouraged to submit their completed proxy forms in advance of the AGM.
Submission of proxy forms by Monte Titoli Shareholders
Each Monte Titoli Shareholder entitled to attend and exercise voting rights may be represented at the AGM 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.
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
For this purpose, a proxy form for Monte Titoli 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, or (ii) in the case of advance voting through the Platform, by certified e-mail to [email protected].
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.
In order to allow the Company to receive and verify the proxies (or sub-delegations) in advance of the beginning of the AGM, the proxy shall be received by 11:00 p.m. Hong Kong time (5:00 p.m. CEST time) on Wednesday, 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/her accreditation to access the AGM works. The delegate must preserve the original proxy and the voting instructions eventually received (if any) for one year after the end of the AGM 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 AGM.
Submission of proxy forms for Electing Shareholders
Reference is made to the circular of the Company dated April 26, 2023 (the "Circular") in relation to, among other things, actions to be taken in respect of the dematerialization for the Company's dual listing on the Euronext Milan. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Circular.
For Certified Shareholders who had elected to have Computershare HK hold his/her/its Shares as nominee (the "Electing Shareholders"), such Electing Shareholder may refer to the proxy form enclosed with this circular and must complete the proxy form should he/she wish to attend the AGM.
GUIDANCE FOR THE ANNUAL GENERAL MEETING
A copy of the proxy form can also be downloaded from the websites of the Company at www.ferrettigroup.com and the Stock Exchange at www.hkexnews.hk. Proxy form must be completed, signed and deposited at Computershare HK, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:00 p.m. Hong Kong time (10:00 a.m. CEST time), on Thursday, May 7, 2026.
Appointment of proxy for CCASS Shareholders
CCASS Shareholders should contact their Representatives as soon as possible for assistance in the appointment of proxy.
If CCASS Shareholders have any enquiries pertaining to the arrangements for the Online AGM, or the registration process, please contact Computershare HK as follows:
Computershare Hong Kong Investor Services Limited
17M Floor
Hopewell Centre
183 Queen's Road East Wanchai
Hong Kong
Telephone: +852 2862 8555
Facsimile: +852 2865 0990
Website: www.computershare.com/hk/contact
DEMATERIALIZATION OF SHARES BY CERTIFICATED SHAREHOLDERS
Reference is made to the Circular and the announcements of the Company dated May 16, 2023 and May 30, 2023, respectively (the "Announcements"), in relation to, among other things, actions to be taken in respect of the dematerialization for the Company's dual listing on the Euronext Milan.
Certificated Shareholders are reminded that his/her/its Shares must be dematerialized if he/she/it wishes to retain and exercise rights as a Shareholder and/or intend to have the Shares capable of being traded.
Please refer to the letter dated March 14, 2024 delivered separately to you in respect of actions to be taken for the dematerialization.
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GUIDANCE FOR THE ANNUAL GENERAL 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 resolutions, also before the AGM. Applications must be received within 7 (seven) open market days prior to the date of the AGM (the “Record Date”, i.e., by Tuesday, 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 the Company in Via Irma Bandiera 62, Cattolica (RN), Italy, or (ii) by certified 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 issued by the 3rd (third) day after the Record Date (i.e. by Friday, May 8, 2026). However, in the event that the Shareholder has requested his/her depositary intermediary for the communication of legitimacy to attend the AGM, 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 resolutions 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 resolutions or a differing document made available for the AGM. 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 Monday, 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.
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
SUPPLEMENTATION TO THE AGENDA OF THE AGM 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 the shareholders' meeting call notice by the Company on April 2, 2026 (the "Call Notice") (i.e. Sunday, 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 AGM 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), Italy, 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 Sunday, April 12, 2026) and according to the same procedures, the applicant shall send to the Board of Directors 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 Wednesday, 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 AGM, 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 SHAREHOLDERS
Shareholders 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 AGM (i.e., by Wednesday, April 29, 2026).
GUIDANCE FOR THE ANNUAL GENERAL MEETING
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) by registered mail with return receipt addressed to the registered office of the Company at Via Irma Bandiera 62, Cattolica (RN), Italy, 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.
APPOINTMENT OF THE BOARD OF DIRECTORS AND ITS CHAIRMAN
The term of the current Board of Directors appointed by the Shareholders' meeting of the Company held on May 18, 2023 shall expire at the AGM on May 14, 2026. As such, the AGM will also resolve on the number of members, term of office, appointment of members and Chairman, and remuneration of the Board of Directors (see Articles 19, 20 and 24 of the By-Laws), Shareholders are invited to submit proposals regarding the above for determination at the AGM according to the terms set out in this circular.
Pursuant to Article 147-ter of the Italian Consolidated Law on Finance (TUF) and Article 19.2 of the By-Laws, the Board of Directors is appointed by the Shareholders' meeting on the basis of lists submitted by the Shareholders and 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 By-Laws, to which full reference is made for matters not expressly indicated below.
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
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 AGM (i.e., by Thursday, April 23, 2026).
Pursuant to Article 19.5 of the By-Laws, 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 By-Laws, each candidate may appear on only one list, under penalty of ineligibility. Pursuant to Articles 19.3 and 19.7 of the By-Laws, 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.
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 regulations (including, among others, those required under Rule 3.13 of the 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. 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.
In submitting a list of candidates, Shareholders are also invited to take into account the Company'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 February 24, 2026, available on the Company's website at www.ferrettigroup.com (under "Investor Relations — Governance — Governance Documents").
GUIDANCE FOR THE ANNUAL GENERAL MEETING
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 AGM, that is, by Sunday, April 19, 2026.
The lists must be filed either by (i) registered mail with return receipt, to be sent to the Company’s registered office at Via Irma Bandiera 62, 47841 Cattolica (RN), Italy; or (ii) 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, including a declaration regarding the possible fulfillment of the independence requirements (including, among others, those required under Rule 3.13 of the 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 Rules 3.13 (for independent Director candidates) and 13.51(2) (for all Director candidates, whether independent or not) of the 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 AGM (i.e., by Thursday, 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 February 26, 2009.
GUIDANCE FOR THE ANNUAL GENERAL MEETING
Pursuant to Article 19.9 of the By-Laws, 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; and
(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.
Pursuant to Article 19.10 of the By-Laws, 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 AGM 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 AGM, 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 AGM 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 AGM, a percentage of votes lower than half of that required for their submission will not be taken into account.
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
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 item on the agenda of the AGM, 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.
APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS AND ITS CHAIRMAN
The term of the current Board of Statutory Auditors appointed by the Shareholders' meeting of the Company held on May 18, 2023 shall expire at the AGM on May 14, 2026. As such, the AGM will also resolve on the appointment of members and Chairman and remuneration of the Board of Statutory Auditors (see Article 27 of the By-Laws), Shareholders are invited to submit proposals regarding the above for determination at the AGM according to the terms set out in the call notice.
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 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 AGM (i.e., by Thursday, 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., Sunday, April 19, 2026), only one list has been filed, or only lists submitted by Shareholders connected to each other under the applicable provisions, candidate lists for the offices of Statutory Auditor and Alternate Auditor
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
may be submitted up to the third day following that date (i.e., until Wednesday, 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 AGM.
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 Company's diversity policy for its management and supervisory bodies and the Guidelines of the outgoing Board of Statutory Auditors of the Company 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 AGM 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 May 13, 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 AGM, that is, by Sunday, April 19, 2026.
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
The lists must be filed either by (i) registered mail with return receipt, to be sent to the Company's registered office at Via Irma Bandiera 62, 47841 Cattolica (RN), Italy; or (ii) 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 lists must be filed with the Company together with: (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 applicable regulations; and (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 AGM 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 AGM (i.e., by Thursday, 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 February 26, 2009.
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
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; and
(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 AGM, 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 AGM 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 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 fourth item on the agenda of the ordinary part of the AGM, 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.
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the same meanings as set out below:
"Annual General Meeting", "AGM" or "Online AGM"
the annual general meeting of the Company to be convened for the approval of the financial statements for the year ended December 31, 2025 and to be held virtually by electronic means only on Thursday, May 14, 2026 at 4:00 p.m. Hong Kong time (10:00 a.m. CEST time) and any adjournment thereof
"Audited Consolidated Financial Statements"
the consolidated financial statements of the Group audited by the Independent Auditor for the financial year ended December 31, 2025
"Audited Financial Statements"
the financial statements of the Company audited by the Independent Auditor for the financial year ended December 31, 2025
"Board" or "Board of Directors"
the board of Directors
"Board of Statutory Auditors"
the board of Statutory Auditors
"Business Day(s)"
day(s) (other than a Saturday or Sunday) on which licensed banks are open for business in Hong Kong and Milan and the Stock Exchange and Euronext Milan is open for business of dealing in securities
"By-Laws"
the by-laws of the Company as amended, supplemented or restated from time to time
"Civil Code"
the Italian Civil Code (Codice Civile) enacted by Royal Decree No. 262 of March 16, 1942, as amended, supplemented or restated from time to time
"CLFI"
Legislative Dicree No. 58 of February 24, 1988, as amended from time to time
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DEFINITIONS
"Company"
Ferretti S.p.A., a company incorporated under the laws of Italy as a joint-stock company with limited liability, the Shares of which are dually listed on the Main Board of the Stock Exchange (Stock code: 9638) and the Euronext Milan (EXM: YACHT)
"Director(s)"
the director(s) of the Company
"Electing Shareholder(s)"
Shareholders who had elected Computershare HK to hold his/her/its Shares as nominee for the purpose of the dematerialization in contemplation of the Company's dual listing on the Euronext Milan, details of which are set out in the Company's circular dated April 26, 2023
"Euro" or "€"
the lawful currency of the member states of the European Union participating in the third stage of the European Union's Economic and Monetary Union
"Euronext Milan"
the Euronext Milan, organized and managed by Borsa Italiana
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Hong Kong Share Registrar" or "Computershare HK"
Computershare Hong Kong Investor Services Limited
"Independent Auditor"
EY S.p.A., being the independent auditor of the Company
"Issuers' Regulation"
the Regulations adopted by Consob Resolution No. 11971 of 14 May 1999
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"Monte Titoli"
Monte Titoli S.p.A., which is the Italian central securities depository
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DEFINITIONS
"PRC"
the People's Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"Record Date"
Tuesday, May 5, 2026
"Share(s)"
ordinary share(s) with no nominal value in the share capital of the Company
"Shareholder(s)"
the holder(s) of Share(s)
"Statutory Auditor(s)"
the statutory auditor(s) of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Tax Booklet"
a tax booklet, which provides the Italian tax framework relating to the ownership of the Shares
"%"
per cent
LETTER FROM THE BOARD
FERRETTIGROUP
Ferretti S.p.A.
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 09638)
Non-executive Director, Chairman:
Mr. Hao Qinggui
Executive Director, Chief Executive Officer:
Mr. Alberto Galassi
Executive Director:
Mr. Tan Ning
Non-executive Directors:
Mr. Piero Ferrari (Honorary Chairman)
Ms. Jiang Lan (Lansi)
Mr. Jin Zhao
Independent Non-executive Directors:
Mr. Stefano Domenicali
Mr. Patrick Sun
Ms. Zhu Yi
Registered Office:
Via Irma Bandiera 62
47841 Cattolica (RN)
Italy
Principal place of business in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
April 10, 2026
To the Shareholders,
Dear Sirs or Madam,
PROPOSALS FOR
(1) APPROVAL OF AUDITED FINANCIAL STATEMENTS AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS, ALLOCATION OF NET PROFIT AND DECLARATION AND DISTRIBUTION OF FINAL DIVIDEND;
(2) REPORT ON REMUNERATION POLICY AND COMPENSATION PAID; AND
(3) NOTICE OF THE ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to give you notice of the Annual General Meeting and additional information regarding the resolutions to be proposed at the Annual General Meeting, including, among other things, (i) the approval of the Audited Financial Statements and the Audited Consolidated Financial Statements for the year ended December 31, 2025, the allocation of net profit of the Company for the year ended December 31, 2025 and the declaration and distribution of a final dividend; and (ii) the report on remuneration policy and compensation paid.
2. APPROVAL OF AUDITED FINANCIAL STATEMENTS AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS, ALLOCATION OF NET PROFIT AND DECLARATION AND DISTRIBUTION OF FINAL DIVIDEND
Under applicable Italian laws, the Shareholders must approve the Audited Financial Statements for the year ended December 31, 2025 (as prescribed under the applicable Italian laws) which shows a net profit of €44,635,297.39 and the Audited Consolidated Financial Statements for the year ended December 31, 2025 (as prescribed under the applicable Hong Kong laws), together with the reports of the Board, the Board of Statutory Auditors and the Independent Auditor and the sustainability report for the year ended December 31, 2025 at the AGM.
On March 31, 2025, the Board recommended the allocation of the net profit of €44,635,297.39 for the year ended December 31, 2025 as follows: (i) €2,231,764.87 to legal reserve as per Article 2430 of the Civil Code; (ii) €37,233,091.94 as final dividend of €0.11 per Share; and (iii) €5,170,440.58 to the reserve of retained earnings.
Subject to the Shareholders' approval of the payment of the final dividend at the Annual General Meeting, the final dividend will be payable on Wednesday, June 17, 2026. The dividend payments shall be made in Euro to the Shareholders.
No book closure will be required for the determination of Shareholders entitled to the payment of the final dividend. The final dividend will be paid to Shareholders recorded on the Company's registers of members on Tuesday, June 16, 2026. Please note that the ex-entitlement date will be Monday, June 15, 2026.
The final dividend paid to non-Italian resident Shareholders (i.e. Shareholders who do not carry on business in Italy through a permanent establishment situated therein) will be paid net of Italian withholding tax. The current rate of Italian withholding tax applicable to dividend payments is 26%. Further details on the Italian withholding tax are included in the Tax Booklet, which is available on the Company's website at www.ferrettigroup.com.
LETTER FROM THE BOARD
Shareholders should seek independent professional advice in relation to the procedures and timing for obtaining a refund of Italian withholding tax, if applicable.
The statements and reports abovementioned will be made available to Shareholders at the Company's registered office, on the Company's website at www.ferrettigroup.com, the website of the Stock Exchange at www.hkexnews.hk and on the authorised storage mechanism "eMarket Storage" at www.emarketstorage.com at least 21 days prior to the date set for the AGM.
3. REPORT ON REMUNERATION POLICY AND COMPENSATION PAID
Pursuant to Article 123-ter CLFI and Article 84-quater of the Issuers' Regulation, the Board of Directors, upon the proposal of the remuneration committee of the Company, has prepared the Company's "Report on Remuneration Policy for 2026 and on compensation paid in 2025" (the "Remuneration Report").
In compliance with applicable Italian regulations, the Remuneration Report will be made available to Shareholders at the Company's registered office, on the Company's website at www.ferrettigroup.com, the website of the Stock Exchange at www.hkexnews.hk and on the authorised storage mechanism "eMarket Storage" at www.emarketstorage.com at least 21 days prior to the date set for the AGM.
The first section of the Remuneration Report is subject to a binding vote of the AGM and the second section of the Remuneration Report is subject to a non-binding vote of the AGM.
In consideration of the foregoing, two separate and distinct votes will be taken at the AGM with regard to this agenda item.
i. Approval of Section I of the Remuneration Report (i.e. remuneration policy for the year 2026) pursuant to Article 123-ter(3-bis) and (3-ter) of Legislative Decree No. 58 of February 24, 1998
The Board submits for your examination and approval, pursuant to Article 123-ter(3-bis) CLFI, the first section of the Remuneration Report, which illustrates the Company's policy on the remuneration of the members of the management bodies, managers with strategic responsibilities and members of the control bodies of the Company, with reference to the fiscal year 2026, as well as the procedures used for the adoption and implementation of such policy.
LETTER FROM THE BOARD
For information on the first section of the Remuneration Report, please refer to the full text of the Remuneration Report, which will be made available to the public in the manner and at the times indicated above.
Please note that the Shareholders — pursuant to Article 123-ter(3-bis) and (3-ter) CLFI, as amended by Legislative Decree No. 49 of May 10, 2019, which transposed Directive (EU) 2017/828 (so-called “Shareholders’ Rights Directive II”) into our law — will be called upon to cast a binding vote on the first section of the Remuneration Report.
ii. “Consultative vote on Section II of the Remuneration Report (i.e. remuneration report for the year 2025) pursuant to Article 123-ter(6) of Legislative Decree No. 58 of February 24, 1998”
The Board submits for your examination, pursuant to Article 123-ter(6) CLFI, the second section of the Remuneration Report, which illustrates each of the items that make up the remuneration of the members of the Company’s management and supervisory bodies, of the executives with strategic responsibilities, as well as the compensation paid to the same for any reason and in any form in the fiscal year 2025.
For information on the second section of the Remuneration Report, please refer to the full text of the Remuneration Report, which will be made available to the public in the manner and at the times indicated above.
Please note that the Shareholders — pursuant to Article 123-ter(6) CLFI, as amended by Legislative Decree No. 49 of May 10, 2019, which transposed Shareholders’ Rights Directive II into our law — will be called upon to cast a non-binding vote on the second section of the Remuneration Report.
4. ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting is set out on pages AGM-1 to AGM-3 of this circular.
A form of proxy for the CCASS Shareholders and the Electing Shareholders is enclosed for use at the Annual General Meeting. The form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.ferrettigroup.com. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it in accordance with the instructions printed thereon by no later than 11:00 p.m. Hong Kong time (5:00 p.m. CEST time) on Wednesday, May 13, 2026 for CCASS
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LETTER FROM THE BOARD
Shareholders and by 4:00 p.m. Hong Kong time (10:00 a.m. CEST time) on Thursday, May 7, 2026 for the Electing Shareholders. For Monte Titoli Shareholders, a form of proxy is published on the website of the Company at www.ferrettigroup.com.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the Annual General Meeting must be taken by poll. The Chairman of the Annual General Meeting will demand a poll on each of the questions submitted for determination at the Annual General Meeting. The results of the poll will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.ferrettigroup.com following the Annual General Meeting.
5. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
6. RECOMMENDATION
The Directors believe that the resolutions set out in the notice convening the Annual General Meeting are in the interests of the Group and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of all of the resolutions to be proposed at the Annual General Meeting.
Yours faithfully
By order of the Board
Ferretti S.p.A.
Mr. Alberto Galassi
Executive Director and Chief Executive Officer
NOTICE OF THE ANNUAL GENERAL MEETING
FERRETTIGROUP
Ferretti S.p.A.
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 09638)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of Ferretti S.p.A. (the "Company") will be held virtually by electronic means on Thursday, May 14, 2026 at 4:00 p.m. Hong Kong time (10:00 a.m. CEST time). Unless indicated otherwise, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated April 10, 2026.
The Meeting will be convened for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:
Ordinary part of the Meeting
1 To (i) approve the Audited Financial Statements which shows a net profit of €44,635,297.39 for the financial year ended December 31, 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; (ii) approve the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2025, including the consolidated sustainability report for the year ended December 31, 2025 pursuant to Legislative Decree 125/2024; and (iii) approve the allocation of the net profit of the Company, for the year ended December 31, 2025, as follows: (i) €2,231,764.87 to legal reserve, as per Article 2430 of the Civil Code; (ii) €37,233,091.94 as final dividend of €0.11 per Share; and (iii) €5,170,440.58 to the reserve of retained earnings.
-AGM-1-
NOTICE OF THE ANNUAL GENERAL MEETING
2 To (i) approve, pursuant to and for the purposes of Article 123-ter(3-bis) and (3-ter) of Legislative Decree no. 58 of February 24, 1998, the first section of the report on the remuneration policy and compensation paid adopted by the Company and drafted pursuant to Articles 123-ter of Legislative Decree no. 58 of February 24, 1998 and 84-quater of the Consob Issuers' Regulations, which illustrates the Company's policy on the remuneration of the members of the management bodies, executives with strategic responsibilities and members of the control bodies with reference to the fiscal year 2026, as well as the procedures used for the adoption and implementation of this policy; and (ii) cast a consultative vote, pursuant to and for the purposes of Article 123-ter(6) of Legislative Decree No. 58 of February 24, 1998, on the second section of the report on the remuneration policy and compensation paid adopted by the Company and drafted pursuant to Articles 123-ter of Legislative Decree No. 58 of February 24, 1998 and 84-quater of the Consob Issuers' Regulations, which illustrates each of the items that make up the remuneration of the members of the Company's management and supervisory bodies and executives with strategic responsibilities, as well as the remuneration paid to them for any reason and in any form in the fiscal year 2025.
Yours faithfully
By order of the Board
Ferretti S.p.A.
Mr. Alberto Galassi
Executive Director and Chief Executive Officer
Hong Kong, April 10, 2026
Registered office:
Via Irma Bandiera 62
47841 Cattolica (RN)
Italy
Principal place of business in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
- AGM-2 -
NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
(1) The Meeting will be a virtual meeting. Shareholders attending the Meeting using the online Portal will also be counted towards the quorum and they will be able to cast their vote and submit questions through the online Portal. Please refer to the section headed “Guidance for the Annual General Meeting” in the circular of the Company dated April 10, 2026.
(2) Each of the ordinary resolutions will be passed if the vote of more than 50% of the shares represented and entitled to vote at the Meeting is cast in favor of each of them.
(3) A shareholder entitled to attend and vote at the Meeting is entitled to appoint any other person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. As a matter of Italian law, it is not possible to appoint a director, statutory auditor or employee of the Company or any of its subsidiaries as proxy.
(4) Where there are joint registered holders of any share(s), any one of such persons may vote at the Meeting, either through online Portal or by proxy, in respect of such share(s) as if he/she is solely entitled to, but if more than one of such joint holders be present at the Meeting through online Portal that only one device is allowed per login or by proxy.
(5) In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) and any other documents specified in the proxy form itself, shall be deposited with the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event by 11:00 p.m. Hong Kong time (5:00 p.m. CEST time) on Wednesday, May 13, 2026 for CCASS Shareholders and by 4:00 p.m. Hong Kong time (10:00 a.m. CEST time) on Thursday, May 7, 2026 for the Electing Shareholders. The form of proxy is published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.ferrettigroup.com.
(6) Those with voting rights have a right to attend the 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 Meeting (i.e. Tuesday, May 5, 2026), have the right to attend and vote at the Meeting. Transfers to and from the relevant accounts subsequent to this date do not affect the right to vote at the 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 Meeting (i.e. by Monday, May 11, 2026). Please refer to the section headed “Guidance for the Annual General Meeting” in the circular of the Company dated April 10, 2026 for details of the actions to be taken by Shareholders in this respect.
No book closure will be required for the determination of Shareholders eligible to vote at the Meeting.
Subject to the Shareholders’ approval of the payment of the final dividend at the Annual General Meeting, the final dividend will be payable on Wednesday, June 17, 2026. The dividend payments shall be made in Euro to the Shareholders. No book closure will be required for the determination of Shareholders entitled to the payment of the final dividend. The final dividend will be paid to Shareholders recorded on the Company’s registers of members on Tuesday, June 16, 2026. Please note that the ex-entitlement date will be Monday, June 15, 2026.
(7) The Chairperson of the Meeting will demand a poll on each of the resolutions submitted for determination at the Meeting. On a poll, every Shareholder who is present, or as represented by the proxy or corporate representative, shall have one vote for every share held by him/her.
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