Ferretti Group — Proxy Solicitation & Information Statement 2026

Apr 10, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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.

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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

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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.

As at the date of this notice, 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.