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Ferretti Group Proxy Solicitation & Information Statement 2026

Apr 24, 2026

6296_rns_2026-04-23_658cf314-bbf2-4746-88ae-249de6df1b6b.pdf

Proxy Solicitation & Information Statement

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THIS SUPPLEMENTAL 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 supplemental 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 supplemental circular.

If you are in any doubt as to any aspect of this supplemental 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 supplemental circular and the accompanying revised 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.

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FERRETTIGROUP

Ferretti S.p.A.

(Incorporated under the laws of Italy as a joint-stock company with limited liability)

(Stock Code: 09638)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED APRIL 10, 2026 IN RELATION TO

(1) THE ELECTION OF THE BOARD OF DIRECTORS AND ITS REMUNERATION;
(2) THE ELECTION OF THE BOARD OF STATUTORY AUDITORS AND ITS REMUNERATION; AND
(3) SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular to Shareholders dated April 10, 2026 in relation to, among other things, the Annual General Meeting.

A supplemental notice convening 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 supplemental circular.

A revised form of proxy for use at the Annual General Meeting is also enclosed. For Monte Titoli Shareholders, the proxy form is available on the website of the Company at www.ferrettigroup.com. For HKSCC Nominees Limited, a revised 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 Annual General Meeting, you are requested to complete and return the revised form of proxy in accordance with the instructions printed thereon as soon as possible but in any event no later than 11:00 p.m. Hong Kong time (5:00 p.m. CEST time) on Wednesday, May 13, 2026 for CCASS Shareholders and no later than 4:00 p.m. Hong Kong time (10:00 a.m. CEST time) on Thursday, May 7, 2026 for Electing Shareholders. Completion and return of the revised form of proxy will not preclude the Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish.

April 23, 2026


CONTENTS

Page

Guidance for the Annual General Meeting ... ii
Definitions ... 1
Letter from the Board ... 4

Appendix I — Biographical Details of the Directors and Statutory Auditors
Proposed by FIH for Election ... I-1

Appendix II — Biographical Details of the Directors and Statutory Auditors
Proposed by KKCG Maritime for Election ... II-1

Supplemental Notice of the Annual General Meeting ... AGM-1

  • i -

GUIDANCE FOR THE ANNUAL GENERAL MEETING

GUIDANCE FOR THE ANNUAL GENERAL MEETING

Shareholders are encouraged to refer to the circular of the Company dated April 10, 2026 in relation to the matters to be considered at the 2025 Annual General Meeting for detailed guidance on how to participate in the Annual General Meeting, please refer to the section headed “Guidance for the Annual General Meeting” for details.

VOTING BY PROXY IN ADVANCE OF THE AGM

Shareholders are encouraged to submit their completed revised proxy forms in advance of the AGM.

Submission of proxy forms by Monte Titoli Shareholders

Revised proxy form is not available for Monte Titoli Shareholders and Monte Titoli Shareholders shall refer to the section headed “Submission of proxy forms by Monte Titoli Shareholder” in the Circular for details regarding submission of proxy forms.

Submission of revised proxy forms for Electing Shareholders

Reference is made to the circular of the Company dated April 26, 2023 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 abovementioned circular.

For Certificated 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 revised proxy form enclosed with this supplemental circular and must complete the revised proxy form should he/she wish to attend the AGM.

A copy of the revised proxy form can also be downloaded from the websites of the Company at www.ferrettigroup.com and the Stock Exchange at www.hkexnews.hk. The revised 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.

  • ii -

GUIDANCE FOR THE ANNUAL GENERAL MEETING

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

  • iii -

DEFINITIONS

In this supplemental 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, among other things, 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

"Board" or "Board of Directors"
the board of Directors

"Board of Statutory Auditors"
the board of Statutory Auditors

"By-Laws"
the by-laws of the Company as amended, supplemented or restated from time to time

"CFA" or "TUF"
Legislative decree No. 58 OF February 24, 1998 Consolidated Law on Finance pursuant to Articles 8 and 21 of Law no. 52 of February 6, 1996

"Circular"
the circular to Shareholders dated April 10, 2026 in respect of matters to be considered at the Annual General Meeting

"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

"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)

"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules

"Corporate Governance Code"
the Italian corporate governance code, which applies to all companies with shares listed on Euronext Milan

  • 1 -

DEFINITIONS

"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

"FIH"
Ferretti International Holding S.p.A., a joint-stock company (società per azioni) incorporated and organized under the laws of Italy and our Controlling Shareholders

"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

"Issuers' Regulation"
the Regulations adopted by Consob Resolution No. 11971 of May 14, 1999

"KKCG Maritime"
Azúr a.s., a joint-stock company incorporated and operating under the laws of the Czech Republic, with its registered office at Evropská 866/71, Vokovice, 160 00 Prague 6, Czech Republic, registered with the Municipal Court of Prague under registration number B 29157, a Shareholder of the Company holding approximately 23.25% shareholding interest in the Company as at the Latest Practicable Date

  • 2 -

DEFINITIONS

"Latest Practicable Date"
April 21, 2026, being the latest practicable date prior to the printing of this supplemental circular for the purpose of ascertaining certain information contained in this supplemental circular

"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

"Original Form of Proxy"
the form of proxy despatched to the Shareholders on April 10, 2026 together with the Circular

"PRC"
the People's Republic of China, which for the purpose of this supplemental circular shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"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

"%"
per cent

  • 3 -

LETTER FROM THE BOARD

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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 23, 2026

To the Shareholders,

Dear Sirs or Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED APRIL 10, 2026 IN RELATION TO

(1) THE ELECTION OF THE BOARD OF DIRECTORS AND ITS REMUNERATION;
(2) THE ELECTION OF THE BOARD OF STATUTORY AUDITORS AND ITS REMUNERATION; AND
(3) SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

1. INTRODUCTION

This supplemental circular, which contains information regarding, inter alia, the election of the Board of Directors and its remuneration and the election of the Board of Statutory Auditors and its remuneration, should be read together with the Circular. The purpose of this supplemental circular is to provide you with information relating to the election of the Board of Directors and the election of Statutory Auditors at the Annual General Meeting.

2. ELECTION OF THE BOARD OF DIRECTORS AND ITS CHAIRMAN

References are made to the announcement of the Company dated April 21, 2026 in relation to the proposed election of the Board of Directors and the Board of Statutory Auditors and the Circular in relation to the matters to be considered at the AGM. 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).

Pursuant to Article 147-ter of the 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.

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.

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.

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 were 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").

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. On April 19, 2026, the Company received a list of proposed candidates for the Board of Directors from FIH, the Company's Controlling Shareholder, and another list from KKCG Maritime. The lists of proposed Directors and other documents submitted by FIH and KKCG Maritime are valid as they are in compliant with Article 19.7 of the By-Laws and Article 144-octies of the Issuers' Regulation and the lists will be further submitted to the Shareholders at the AGM for consideration and approval.

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 the one at the end of the list, 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.

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.

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.

In respect of the list submitted by FIH, FIH proposed that the term of the Board of Directors shall be for a three-year term from the date of the AGM and the Board shall consist of nine Directors (five of which are candidates who meet the independence requirements as set forth under the applicable law, the By-Laws, the Corporate Governance Code and the Listing Rules). The list of candidates for the Board of Directors submitted by FIH is as follows:

# Candidate Name and Surname Place and Date of Birth
1. Mr. Tan Ning^{(2)} Shandong (China), on 28 November 1981
2. Mr. Patrick Sun^{(1)} Hong Kong Special Administrative Region of the People's Republic of China, on 21 December 1958
3. Mr. Stassi Anastassov Pleven (Bulgaria), on 29 June 1961
4. Ms. Zhang Xiaomei Xinjiang (China), on 27 August 1985
5. Ms. Federica Marchionni^{(1)} Civitavecchia (Rome, Italy), on 23 December 1971
6. Mr. Jin Zhao Shandong (China), on 16 August 1985
7. Ms. Zhu Yi^{(1)} Xinjiang (China), on 31 December 1976
8. Ms. Donatella Sciuto^{(1)} Varese (Italy), on 5 January 1962
9. Ms. Marina Berlinghieri^{(1)} Pisogne (Brescia, Italy), on 13 September 1968

(1) Candidate directors that meet the independence requirements set forth by the applicable law, the Company's By-Laws, the Corporate Governance Code and the Listing Rules.
(2) Candidate directors for the office of Chairman of the Board of Directors.

FIH indicated in the list that Mr. Tan Ning, a current executive Director, shall also be elected as the Chairman of the Board.

Biographical details of the Directors proposed by FIH are set out in Appendix I to this supplemental circular.

In respect of the list submitted by KKCG Maritime, KKCG Maritime proposed that the term of the Board of Directors shall be for a three-year term from the date of the AGM and the Board shall consist of ten Directors (four of which are candidates who meet the independence requirements pursuant to the CFA, the Corporate Governance Code and the Listing Rules). The list of candidates for the Board of Directors submitted by KKCG Maritime is as follows:

# Candidate Name and Surname Place and Date of Birth
1. Ms. Katarína Kohlmayer Stara Lubovna (Slovakia), on 26 December 1967
2. Mr. Stefano Domenicali^{(2)} Imola (Italy), on 11 May 1965
3. Mr. Alberto Galassi^{(3)} Modena (Italy), on 23 December 1964
4. Mr. Karel Komárek^{(1)} Hodonín (Czech Republic), on 15 March 1969
5. Ms. Zuzana Prokopcová^{(2)(4)} Prague (Czech Republic), on 24 February 1974
6. Mr. Piero Ferrari Castelvetro (Modena, Italy), on 22 May 1945
7. Ms. Jane Eleanor Bardo Townsend^{(2)} Wimbledon (UK), on 25 June 1961
8. Mr. Bader Al-Kharafi Hertfordshire (UK), on 17 August 1977
9. Ms. Francesca Filippini Pinto^{(2)} Pesaro (Italy), on 26 August 1971
10. Mr. Kamil Zeman Ivancice (Czech Republic), on 15 September 1991

(1) Proposed candidate for the office of Chairman of the Board of Directors.
(2) Candidate who has declared that he/she meets the independence requirements pursuant to the CFA, the Corporate Governance Code, and the Listing Rules.
(3) Candidate possessing the specific professional skills required for the role of Chief Executive Officer.
(4) Candidate possessing the specific professional skills in accounting and financial matters required by the Listing Rules.

KKCG Maritime indicated in the list that Mr. Karel Komárek shall also be elected as the Chairman of the Board.

Biographical details of the Directors proposed by KKCG Maritime are set out in Appendix II to this supplemental circular.

Upon approval of the resolutions in relation to the election of the Board of Directors by the Shareholders at the AGM, the Company will enter into or renew, as applicable, the service contract with each Director. The term of office of each Director shall become effective from the date of approval by the Shareholders at the AGM until the expiration of the annual general meeting of the Company for the year ending December 31, 2028.

Upon obtaining approval at the AGM, the new Board will determine the designation of executive Directors and the compositions of the audit committee, nomination committee, remuneration committee, environmental, social and governance committee and strategic committee of the Company at the Board meeting to be held after the AGM.

3. BOARD OF DIRECTORS' REMUNERATION

With respect to the remuneration of the Directors, the AGM shall resolve on the basic remuneration of each member of the Board for each year of its three-year term. According to the By-Laws and the Italian corporate law and practices, the Shareholders' meeting may, however, allocate an aggregate sum for the remuneration of all Directors, including those vested with special authorities.

According to the list submitted by FIH, it is proposed that the remuneration of each member of the Board of Directors for each year of its three-year term, excluding remuneration of the Directors vested with particular offices, shall be €40,000.

According to the list submitted by KKCG Maritime, it is proposed that the remuneration of each member of the Board of Directors for each year of its three-year term is €40,000.

4. ELECTION OF THE BOARD OF STATUTORY AUDITORS AND ITS REMUNERATION

Under Italian law, the Company is required to have a Board of Statutory Auditors appointed by the Shareholders' meeting for a period of three years. The Board of Statutory Auditors is vested with the authority to supervise the Company on its compliance with the applicable laws, regulations and the By-Laws, compliance with the principles of proper management and, in particular, on the adequacy of the organizational, administrative and accounting structure adopted by the Company and on its functioning. The Board of Statutory Auditors currently consists of three standing Statutory Auditors and two alternate Statutory Auditors.

References are made to the announcement of the Company dated April 21, 2026 in relation to the proposed election of the Board of Directors and the Board of Statutory Auditors and the Circular in relation to the matters to be considered at the AGM. 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).

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. 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.

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 were 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 effective Statutory Auditor and the other for candidates for the office of alternate Statutory 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. On April 19, 2026, the Company received a list of proposed Statutory Auditors from FIH and another list from KKCG Maritime. The lists of proposed Statutory Auditors and other documents submitted by FIH and KKCG Maritime are valid as they are in compliant with Article 27.8 of the By-Laws and Article 144-sexies of the Issuers' Regulation and the lists will be further submitted to the Shareholders at the AGM for consideration and approval.

  • 10 -

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 27.12 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.

In respect of the list submitted by FIH, FIH proposed that the Board of Statutory Auditors shall consist of three effective Statutory Auditors and two alternate Statutory Auditors for a three-year term from the date of the AGM. The list of candidates for the Board of Statutory Auditors submitted by FIH is as follows:

Candidates for the position of Effective Statutory Auditor

# Candidate Name and Surname Place and Date of Birth
1. Mr. Luigi Capitani(*) Parma (Italy), on 30 November 1965
2. Mr. Luca Nicodemi Milano (Italy), on 20 September 1973
3. Ms. Myriam Amato Pavia (Italy), on 19 October 1974

(*) Candidate to the role of Chairman of the Board of Statutory Auditors (should the Chairman be drawn from this slate)

Candidates for the position of Alternate Statutory Auditor

# Candidate Name and Surname Place and Date of Birth
1. Ms. Federica Marone Naples (Italy), on 20 October 1975
2. Ms. Tiziana Vallone Taranto (Italy), on 14 April 1969

Biographical details of the effective Statutory Auditors and alternate Statutory Auditors proposed by FIH are set out in Appendix I to this supplemental circular.

In respect of the list submitted by KKCG Maritime, KKCG Maritime proposed that the Board of Statutory Auditors shall consist of two effective Statutory Auditors and one alternate Statutory Auditor for a three-year term from the date of the AGM. The list of candidates for the Board of Statutory Auditors submitted by KKCG Maritime is as follows:

Candidates for the position of Effective Statutory Auditor

# Candidate Name and Surname Place and Date of Birth
1. Mr. Fausto Zanon Marmirolo (Mantova, Italy), on 31 May 1958
2. Ms. Claudia Costanza Palermo (Italy), on 3 April 1967

Candidates for the position of Alternate Statutory Auditor

# Candidate Name and Surname Place and Date of Birth
1. Mr. Luigi Fontana Modena (Italy), on 21 March 1966

Biographical details of the effective Statutory Auditors and alternate Statutory Auditors proposed by KKCG Maritime are set out in Appendix II to this supplemental circular.

5. BOARD OF STATUTORY AUDITORS' REMUNERATION

With respect to the remuneration of the Statutory Auditors, the AGM shall resolve on the aggregate remuneration of the Board of Statutory Auditors for each year of its three-year term.

According to the list submitted by FIH, it is proposed that the remuneration of the Chairman of the Board of Statutory Auditors shall be €40,000 gross per year and of each Statutory Auditor shall be €30,000 gross per year.

According to the list submitted by KKCG Maritime, it is proposed that the gross annual remuneration of the chairman of the Board of Statutory Auditors shall be €40,000 and of each other Statutory Auditor shall be €30,000, in addition to reimbursement of expenses incurred in connection with the role.

6. SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

A supplemental notice convening the Annual General Meeting is set out on pages AGM-1 to AGM-3 to this supplemental circular.

7. REVISED PROXY FORM

A revised form of proxy for the CCASS Shareholders and the Electing Shareholders is enclosed for use at the Annual General Meeting. The revised 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 revised form of proxy and return it in accordance with the instructions printed thereon by 11:00 p.m. Hong Kong time (5:00 p.m. CEST time) on Wednesday, May 13, 2026 for CCASS Shareholders (the "Closing Time 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 "Closing Time for Electing Shareholders"). For Monte Titoli Shareholders, a revised form of proxy is not available and the original form of proxy is published on the website of the Company at www.ferrettigroup.com.

If a Shareholder has not yet returned the Original Form of Proxy which was despatched to the Shareholders on April 10, 2026 in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the Annual General Meeting on his/her/its behalf, he/she/it is required to submit the revised form of proxy. In this case, the Shareholder shall not submit the Original Form of Proxy.

If a Shareholder has already returned the Original Form of Proxy in accordance with the instructions printed thereon, he/she/it should note that:

(i) if no revised form of proxy is returned by the Shareholder, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the Annual General Meeting (including the additional proposed resolutions as set out in this supplemental circular and the supplemental notice of the Annual General Meeting);

(ii) if the revised form of proxy is returned by the Shareholder at or before the Closing Time for CCASS Shareholders (for the case of CCASS Shareholders) or the Closing Time for Electing Shareholders (for the case of Electing Shareholders) in accordance with the instructions printed thereon, the revised form of proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed, and will revoke and supersede the Original Form of Proxy previously lodged by him/her/it; or

(iii) if the revised form of proxy is returned by the Shareholder after the Closing Time for CCASS Shareholders (for the case of CCASS Shareholders) or the Closing Time for Electing Shareholders (for the case of Electing Shareholders), the revised form of proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the Shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolutions properly put to the Annual General Meeting (including the additional proposed resolutions as set out in this supplemental circular and the supplemental notice of the Annual General Meeting).

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.

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendices I and II to this supplemental circular.

9. RESPONSIBILITY STATEMENT

Except for the candidates who are currently serving as Directors and Statutory Auditors of the Company, the Directors note that the details of the Directors and Statutory Auditors proposed by FIH and KKCG Maritime as set out in Appendices I and II to this supplemental circular, respectively, were reproduced from and based solely on the information contained in the lists of proposed Directors and Statutory Auditors from FIH and KKCG Maritime and have not been independently verified by the Company or the Directors. The accuracy of which cannot be ascertained at this moment.

Subject to the qualification as set out in the above paragraph, the Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this supplemental circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.

Yours faithfully
By order of the Board
Ferretti S.p.A.
Mr. Alberto Galassi
Executive Director and Chief Executive Officer

  • 15 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND STATUTORY AUDITORS PROPOSED BY FIH FOR ELECTION

A. BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED BY FIH FOR ELECTION

Biographical details of each candidate standing for election are as follows:

1. Mr. Tan Ning

Tenure on the Board of the Company: 1

Gender: Male

Age: 44

Location: Italy/China

Nationality: Chinese

Languages: Chinese (Native), English (Fluent)

Background:

Mr. Tan Ning is a seasoned international business executive with nearly 20 years of experience in the shipbuilding and equipment manufacturing sectors. Since joining Ferretti Group in 2012, he has held a number of senior operational and managerial positions within the Group and across its Asia-Pacific operations, gaining extensive international experience in Italy, the United States, and China. He has developed strong expertise in international business coordination, cross-border management, and the oversight of operations across diverse markets. He also brings substantial experience in supporting the Group's strategic development and fostering collaboration across international teams and business functions. He currently serves as Executive Director and Chief Audit Executive (IARMS Director) of Ferretti S.p.A..

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND STATUTORY AUDITORS PROPOSED BY FIH FOR ELECTION

Professional Experiences:

Ferretti S.p.A. (HKEX: 9638; Euronext Milan: YACHT) and its Affiliates
2025–present Executive Director & Chief Audit Executive (IARMS Director)
2018–present Director of Ferretti Asia (Zhuhai) Co., Ltd.
2015–2020 Vice Director of Sales, Mainland China, Sales and Marketing of the Asia Pacific
2012–2015 Assistant to the President

Bostar Marine Technology (Qingdao) Co., Ltd.
2022–2025 Director and General Manager

Changzhou FRP Boatbuilding Co., Ltd.
2020–2025 Director and General Manager

Weichai Holding Group Co., Ltd.
2012–2013 Manager of foreign affairs management
2005–2007 Business coordination manager

Weichai Power Co., Ltd. (HKEX: 2338; SZSE: 000338)
2007–2012 Manager of international business

Education:

2004 B.A. in Marketing, Shanghai University for Science and Technology
2017 Executive Training Program, Jacobs University Bremen

2. Mr. Patrick Sun

Tenure on the Board of the Company: 4

Gender: Male

Age: 67

Location: Hong Kong

Nationality: British/Chinese

Languages: Chinese (Native), English (Fluent)

Background:

Mr. Patrick Sun has worked in the financial services industry in Hong Kong for over 30 years. He was the Senior Country Officer and Head of Investment Banking for Hong Kong at J.P. Morgan. Prior to that, he was Group Executive Director and Head of Investment Banking for Greater China at Jardine Fleming Holdings Limited. Mr. Sun has also held senior positions in several regulatory bodies in Hong Kong. He served as Chairman of The Chamber of Hong Kong Listed Companies from 2013 to 2015. He was also a Council Member of The Stock Exchange of Hong Kong and Deputy Convenor of its Listing Committee, as well as a member of the Takeovers and Mergers Panel and the Takeovers Appeal Committee of the Securities and Futures Commission of Hong Kong. Mr. Sun has extensive experience serving as an independent non-executive director of major listed companies in Hong Kong and Shanghai.

Professional Experiences:

VOYAH Automotive Technology Co., Ltd. (HKEX: 7489)
2025–present
Independent Non-executive Director

AustAsia Group Ltd. (HKEX: 2425)
2022–present
Independent Non-executive Director

Ferretti S.p.A. (HKEX: 9638; Euronext Milan: YACHT)
2021–present
Independent Non-executive Director

Kunlun Energy Company Limited (HKEX: 0135)
2016–present
Independent Non-executive Director

CRRC Corporation Limited (HKEX: 1766; SSE: 601766)
2015–2021
Independent Non-executive Director

China Railway Signal & Communication Corporation Limited (HKEX: 3969)
2015–2018
Independent Non-executive Director

China Railway Construction Corporation Limited (HKEX: 1186; SSE: 601186)
2014–2021
Independent Non-executive Director

– I-3 –

Sihuan Pharmaceutical Holdings Group Ltd. (HKEX: 00460)
2010–2023 Independent Non-executive Director

China NT Pharma Group Company Limited (HKEX: 1011)
2010–2019 Independent Non-executive Director

China Railway Group Limited (HKEX: 0390; SSE: 601390)
2008–2014 Independent Non-executive Director

Trinity Limited
2008–2020 Independent Non-executive Director

Value Convergence Holdings Limited (HKEX: 0821)
2006–2009 Chief Executive Officer and Executive Director

Link Real Estate Investment Trust (HKEX: 0823)
2004–2007 Independent Non-executive Director

Sunwah Kingsway Capital Holdings Limited (HKEX: 0188)
2004–2006 Executive Director

J.P. Morgan
2000–2002 Senior Country Officer and Head of Investment Banking for Hong Kong

Jardine Fleming Holdings Limited
1996–2000 Group Executive Director and Head of Investment Banking for Greater China

– I-4 –

Other Positions:

2012–2021 Member of the Executive Board for Asia of the Wharton School of the University of Pennsylvania
2013–2015 Chairman of the Chamber of Hong Kong Listed Companies
1995–2000 Council Member of The Stock Exchange of Hong Kong Limited
2000–2002 Deputy Chairman of the Listing Committee of The Stock Exchange of Hong Kong Limited
1995–1997 Member of the Takeovers and Mergers Panel
1999–2001 Member of the Takeovers Appeal Committee of the Securities and Futures Commission

Education:

1981 Bachelor of Science in Economics, Wharton School of The University of Pennsylvania
2000 Stanford Executive Program, Stanford Business School

3. Mr. Stassi Anastassov

Tenure on the Board of the Company: New

Age: 64

Location: Switzerland

Nationality: Swedish and Swiss

Languages: Bulgarian (Native), English, French, Swedish (Fluent)

Mr. Stassi Anastassov is an international business leader with over 30 years of experience across global industrial and consumer businesses in Europe, the United States, the Middle East, and China. He has held senior executive positions, including President and Chief Executive Officer of Duracell, as well as leadership roles at Procter & Gamble, and has

extensive experience in operations, brand development, corporate governance, and strategic transformation. He also serves as a board member and advisor to international companies and private equity firms.

Duracell
2010–2014 President & CEO

Procter & Gamble (NYSE: PG)
2015 Strategic Advisor to CEO — Global Divestitures
2001–2010 Vice President — Paper and Snacks, CEEMEA Region
1999–2001 General Manager — Near East
1997–1999 General Manager — Eastern Europe
1995–1997 Marketing Director — Russia & Eastern Europe
1993–1995 Marketing Director — European Fabric and Home Care
1990–1993 Marketing Manager — Nordic Region
1985–1990 Assistant Brand Manager — Nordic Region & France

Other Positions:

2020–Present Independent Non-Executive Director of JS Global Lifestyle (HKEX: 1691)
2015–Present Lead Board Member of Better Shelter
2015–Present Advisor/Board Member of NEO Silver (France)
2020–2024 Senior Advisor of Triton Partners
2020–2024 Board Member of Nanfu Battery
2017–2021 Senior Advisor of Cerberus Capital Management
2015–2020 Senior Advisor of CDH Investments
2010–2015 Chairman of Nanfu Battery

1987 B.A. in Business Administration & International Management, Uppsala University

– I-6 –

4. Ms. Zhang Xiaomei

Tenure on the Board of the Company: New

Gender: Female

Age: 40

Location: Italy/China

Nationality: Chinese

Ms. Zhang Xiaomei is a legal and compliance professional with over 17 years of experience in corporate legal affairs and compliance management. Her expertise includes corporate governance, business legal affairs, cross-border legal risk management and regulatory compliance across multiple jurisdictions. She has extensive experience in advising on corporate governance and regulatory matters, and in supporting the board and senior management on legal and compliance issues. She also brings strong capabilities in identifying and managing legal and regulatory risks in complex business environments. She currently serves as General Counsel and Joint Company Secretary of Ferretti S.p.A.

Ferretti S.p.A. (HKEX: 9638; Euronext Milan: YACHT)

2025–present

General Counsel; Secretary of the Board; Head of the Board Office; Alternate Authorized Representative; Joint Company Secretary

Weichai Power Co., Ltd. (HKEX: 2338; SZSE: 000338) and its Affiliates

2024–2025

Deputy General Manager, Director of Legal Affairs and Head of the Legal and Internal Control Department of Overseas Market Centre

2024–2025

Secretary of the Board of Directors of Weichai America Corp.

2023–2025

Legal Consultant of Weichai America Corp.

2021–2025

Deputy Director of the Legal and Compliance Department

2018–2021 Assistant to the Director of the Legal and Compliance Department

2016–2018 Deputy Manager of the Audit and Legal Department/Legal Affairs Department

2009–2016 Legal Counsel, Audit and Legal Department

China National Heavy Duty Truck Group Co., Ltd. (CNHTC)

2020 Deputy Head of the Legal Affairs Department (Secondment)

Other Positions:

2025–present KION Group AG (XETRA: KGX), Supervisory Board Member

2021–2025 Weichai Ballard Hydrogen Energy Technology Co., Ltd., Supervisor

2021–2025 Weifang Weichai Power Technology Co., Ltd., Supervisor

Education:

2009 LL.B. in Law, Shandong University

2025 Part-time Master’s candidate in Corporate Management, Renmin University of China

  1. Ms. Federica Marchionni

Gender: Female

Age: 54

Location: Italy

Nationality: Italian

Languages: Italian (Native), English, French, Spanish (Fluent)

– I-8 –

Ms. Federica Marchionni is a senior executive with extensive international leadership experience in the fashion, luxury, technology and e-commerce industries. She has held chief executive and senior management positions in global organizations, including publicly listed companies, leading business transformation, brand development and global expansion initiatives. Her expertise includes corporate strategy, M&A, supply chain management, global market development and brand positioning.

Global Fashion Agenda
2021–Present Chief Executive Officer

Secoo Holding Limited
2017–2020 International CEO & Group CSO

Lands’ End, Inc. (NASDAQ: LE)
2015–2016 Chief Executive Officer & Board Director

Dolce & Gabbana USA, Inc.
2011–2014 President

Ferrari S.p.A. (NYSE: RACE; Euronext Milan: RACE)
2010–2011 Senior Vice President, Brand Business Unit

Dolce & Gabbana S.r.l.
2001–2010 Vice President, Business Development

Ericsson | Philips | Samsung Electronics Co., Ltd. (KRX: 005930)
1996–2001 Director, Marketing & Sales (TLC)

Present Advisor at Re&Up Technology

Education:

1995

Master Degree in Business Administration (Summa cum laude), Università Di Roma La Sapienza

  1. Mr. Jin Zhao

Tenure on the Board of the Company: 1

Age: 40

Location: China

Background:

Mr. Jin Zhao is an accomplished international sales and business leader with over 20 years of experience in global markets. He possesses extensive expertise in international business strategy, cross-border operations, product application, and engineering development. He has a strong track record in driving business growth, expanding market presence, and leading complex projects across multiple markets. Mr. Jin is also experienced in managing multicultural teams and fostering strategic partnerships with global stakeholders. His leadership combines commercial insight with technical understanding, enabling him to effectively bridge market needs with product and engineering solutions. He currently serves as Deputy General Manager of Weichai Holding Group Co., Ltd. ("Weichai Group"), General Manager for the European Region and chief representative for European power business of Weichai Group, and a Non-Executive Director of Ferretti S.p.A.

Professional Experiences:

Weichai Holding Group Co., Ltd.

2025–present

Deputy General Manager; General Manager in the European Region and Chief Representative for European Power Business

  • I-10 -

Weichai Power Co., Ltd. (HKEX: 2338; SZSE: 000338) and its Affiliates

2024-2026 Deputy General Manager of the Global Sales Centre

2023-2025 Chief Representative stationed at Baudouin Moteurs (an overseas subsidiary of Weichai Power Co., Ltd.)

2024-2025 General Manager of the European, Middle Eastern and African Region of Complete Power Equipment Business

2022-2024 Assistant to the General Manager, Vice President, and Executive President

2020-2022 Director of the Import and Export Business

2019-2020 Director of the International Business Synergy Department

2015-2019 Deputy Department Head of the Application Engineering Centre

2013-2015 Assistant to the Department Head of the Application Engineering Centre

2005-2013 Project Manager

Weichai Power (Luxembourg) Holding S.à r.l.

2025–present Chairman of the Board of Directors

Ferretti S.p.A (HKEX: 9638; Euronext Milan: YACHT)

2025–present Non-executive Director

Ferretti International Holding S.p.A.

2025–present Chairman of the Board of Director

2025–present Director of Power Solutions International, Inc. (NASDAQ: PSIX)

2022-2024 General Manager of Weichai Power Equipment Co., Ltd.

2020-2022 General Manager of Shandong Weichai Import and Export Corp.

2005 Bachelor’s Degree in Thermal Energy and Power Engineering, Harbin Institute of Technology

– I-11 –

  1. Ms. Zhu Yi

Tenure on the Board of the Company: 2

Age: 49

Location: Shanghai, China

Nationality: Hong Kong/Chinese

Background:

Ms. Zhu Yi has over 20 years of experience in the investment banking industry. She has long focused on investments in the intelligent manufacturing sector and has extensive investment research experience in the automotive, high-end manufacturing and infrastructure industries. She has a deep understanding of investment trends and opportunities in the era of artificial intelligence.

Professional Experiences:

Morgan Stanley (NYSE: MS)
2002–2020
Managing Director

Shanghai Huasheng Youge Equity Investment Management Co., Ltd.
2020–2024
Partner

Ferretti S.P.A. (HKEX: 9638; Euronext Milan: YACHT)
2024–Present
Independent Non-Executive Director

Chongqing Afari Intelligent Drive Technology Co., Ltd.
2025–Present
Director & CFO

Other Positions:

2024–2025
Partner of Mariposa Enterprise Management Consulting Co., Ltd.

– I-12 –

APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS AND STATUTORY AUDITORS PROPOSED BY FIH FOR ELECTION

1998 Bachelor’s Degree in Economics, Shanghai University of Finance and Economics
2001 Master’s Degree In Finance, Shanghai University of Finance and Economics

  1. Ms. Donatella Sciuto

Age: 64

Location: Milan, Italy

Nationality: Italian

Languages: Italian (Native), French, English (Fluent)

Ms. Donatella Sciuto is an academic, professor in Computer Science and Engineering, currently Rector of Politecnico di Milano. She is an expert in digital electronics design, cybersecurity and artificial intelligence, research management and strategies. She has served as a leader on scientific and corporate boards, especially in Risk Control Committees.

Politecnico di Milano
2023–2028 Rector
2010–2022 Vice Rector (Prorettore Delegato di Ateneo), from 2015 Executive Vice Rector

– I-13 –

Dassault Systèmes SE (Euronext Paris: DSY)
2025–2028 Member of the Board of Directors

Tech Europe Foundation
2025–2028 Member of the Board of Directors

Fondazione TOG
2024–2027 Member of the Board of Directors

Biblioteca Europea di Informazione e Cultura (BEIC)
2023–2028 Member of the Board of Directors

Fondazione TIM
2023–2026 Member of the Board of Directors

Fondazione Corriere della Sera
2023–2027 Member of the Board of Directors

Fondazione Anthem — AdvaNced Technology for Human centEred Medicine (ANTHEM)
2023–2027 Member of the Board of Directors

Centro Nazionale di Ricerca in High-Performance Computing, Big Data and Quantum Computing (Fondazione ICSC)
2022–2026 Member of the Board of Directors

STMicroelectronics N.V. (NYSE: STM; Euronext Paris: STM)
2022–2025 Non-Executive Independent Member of the Supervisory Board

Italian Institute of Technology
2021–2025 Member of the Board

F.I.L.A. — Fabbrica Italiana Lapis ed Affini S.p.A. (Euronext Milan: FILA)
2020–2027 Non-Executive Independent Member of the Board of Directors

Human Technopole Foundation
2018–2022 Member of the Supervisory Board

– I-14 –

Rai Way S.p.A. (Euronext Milan: RWAY)
2017–2023 Non-Executive Independent Member of the Board of Directors

Avio S.p.A. (Euronext Milan: AVIO)
2017–2026 Non-Executive Independent Member of the Board of Directors

Valore D
2016–2019 Member of the Board of Directors

University of Illinois at Chicago
2016–2020 International Faculty Affiliate, Department of Computer Science

CINECA Interuniversity Consortium
2011–2017 Member of the Board of Governors (Consiglio Consortile), representing Politecnico di Milano
2015–2017 Member of the Board of Directors and of the Board of Directors of subsidiary KION S.p.A.

Bank of Italy
2013–2028 Member of the Board of Governors (Consiglio Superiore)
2016–2021 Chair of the Internal Audit Committee

Fondazione Ansaldo
2011–2014 Member of the Scientific Board

Other Positions:
2025–2028 Member of the Advisory Board of Okinawa Institute of Science and Technology (OIST)
2025–2028 Member of the scientific committee of Fondazione Enel
2025–2028 Member of the scientific committee of Fondazione Terna
2024–2028 Member of the Advisory board of Chalmers University of Technology
2024–2027 Member of the Scientific Committee of Fondazione Bruno Kessler
2022–2025 Member of the Scientific-Technical Committee of Agenzia per la Cybersicurezza Nazionale
2010–2022 Vice Rector (Prorettore Delegato di Ateneo) of Politecnico di Milano, from 2015 Executive Vice Rector

– I-15 –

2015–2018
Member of the Scientific Board of the School of the Security and Intelligence Department of the Italian government

2012–2013
President of IEEE Council on Electronic Design Automation (international scientific society) where she held previously the role of Financial Chair and Vice President

Education:

1992
Master in Business Administration (CEGA), Bocconi University

1988
PhD in Electrical and Computer Engineering, University of Colorado

1984
Laurea in Ingegneria Elettronica, Politecnico Di Milano

9. Ms. Marina Berlinghieri

Age: 57

Location: Milan, Italy

Languages: Italian (Native), French, English (Fluent)

Background:

Ms. Marina Berlinghieri is a public affairs and institutional relations professional with extensive experience in national and international institutional environments. She served as Member of the Italian Parliament from 2013 to 2022 and held several leadership roles within parliamentary committees, particularly in European affairs. She has extensive experience in public affairs, political relations, and international institutional cooperation, including participation in the Parliamentary Assembly of the Council of Europe and international parliamentary delegations.

– I-16 –

Fabbrica d'Armi Pietro Beretta S.p.A.
2022–Present Senior Consultant — Institutional Relations

Burson Italia
2022–Present Senior Consultant — Public Affairs

Fondazione Uomo Natura Ambiente ETS
2022–Present Head of External Relations (Board Member)

Comitato Nazionale Caccia e Natura (CNCN)
2022–Present Vice Chair — Head of Institutional Relations

Hill & Knowlton
2022–Present Senior Consultant — Public Affairs

Italian Chamber of Deputies
2013–2022 Member of Italian Parliament

Comune di Pisogne
2009–2014 Member of Town Council; Coordinator of Cultural and Tourism Policies

Istituto Superiore Giacomo Antonietti
1997–2013 Catholic Religion Teacher; Coordinator of International and Intercultural Projects

Istituto Comprensivo G. Corna Pellegrini
1989–2003 Catholic Religion Teacher; Vice Headmaster (1997–2001)

2018–2022 Member of the Italian Delegation to the Parliamentary Assembly of the Council of Europe (PACE)
2014–2022 Member of the Parliamentary Association “Friends of China”
2014–2022 Member of the Network “Friends of Western Balkans”
2014–2022 Member of the International Panel of Parliamentarians for Freedom of Religion or Belief (IPPFoRB)

– I-17 –

2014–2022
Honorary President of Sino Innovation Institute Milano

Education:

1996
Bachelor in Religious Studies (Magistero in Scienze Religiose), Università Cattolica Del Sacro Cuore

1987
Classical High School Diploma, Liceo Classico “Decio Celeri”

Save as disclosed in the biographies, each of the candidates for Directors proposed by FIH has confirmed that he/she: (i) does not have any relationship with any of the Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company; (ii) does not have any interest in any Shares of the Company within the meaning of Part XV of the SFO; (iii) is not in possession of any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules, nor is he/she involved or has been involved in any activity that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; (iv) did not hold any directorship in any other listed companies or hold any position in any members of the Group in the last three years; and (v) has no other issues that shall be brought to the attention of the Shareholders of the Company.

B. BIOGRAPHICAL DETAILS OF STATUTORY AUDITORS PROPOSED BY FIH FOR ELECTION

Biographical details of each candidate standing for election for effective Statutory Auditors are as follows:

  1. Mr. Luigi Capitani

Tenure on the Board of Statutory Auditors of the Company: 3

Age: 60

Location: Italy

Languages: Italian (Native), English, French (Fluent)

– I-18 –

Mr. Luigi Capitani is a chartered accountant and statutory auditor with extensive experience in corporate finance, tax law, and business restructuring. He has been involved in extraordinary transactions, corporate governance, and insolvency procedures, and has served on the boards of directors and boards of statutory auditors of numerous companies, including listed entities and financial institutions.

Ferretti S.p.A. (HKEX: 9638; Euronext Milan: YACHT)
2023–present Chairman of the Board of Statutory Auditors

Studio Capitani Picone
1994–present Founding Partner

Crédit Agricole Italia S.p.A.
2022–present Chairman of the Board of Statutory Auditors

Crédit Agricole Group Solutions
2015–present Chairman of the Board of Statutory Auditors

Fiere di Parma S.p.A.
2023–present Chairman of the Board of Statutory Auditors

Barilla Holding S.r.l.
2007–present Chairman of the Board of Statutory Auditors

Numero 5 S.r.l.
2020–present Chairman of the Board of Statutory Auditors

Ferretti International Holding S.p.A.
2012–present Chairman of the Board of Statutory Auditors

Zago S.p.A.
2012–present Chairman of the Board of Statutory Auditors

RAM S.p.A.
2022–present Chairman of the Board of Statutory Auditors

– I-19 –

Il Massello S.r.l.
2022–2025 Chairman of the Board of Statutory Auditors

Fondazione Barilla
2014–present Chairman of the Board of Statutory Auditors

Italian Rugby Federation (FIR)
2024–present Chairman of the Board of Statutory Auditors

ENIA S.p.A.
2005–2014 Member of the Board of Statutory Auditors

Bormioli Rocco S.p.A.
2011–2011 Member of the Board of Statutory Auditors

Unieuro S.p.A.
2016–2019 Member of the Board of Statutory Auditors

2015–present Member of the Supervisory Body of First Retailing S.p.A.
2022–present Member of the Board of Directors of Gazzetta di Parma S.p.A.
2022–present Member of the Board of Directors of Gazzetta di Parma Finanziaria S.p.A.
2015–present Member of the Board of Trustees of Fondazione 13 Marzo
2021–present Member of the Board of Trustees of Fondazione AGS
2015–2016 Chairman of the Board of Directors of Agrinascente S.p.A.
2021–2022 Member of the Board of Directors of Overmach S.p.A.
2015–2022 Member of the Board of Directors of FE.PA. S.p.A.

1984 Classical High School Diploma, Liceo Classico G.D. Romagnosi
1990 Degree in Economics and Business, University of Parma

  1. Mr. Luca Nicodemi

Tenure on the Board of Statutory Auditors of the Company: 3

Age: 52

Languages: Italian (Native), English (Fluent)

Mr. Luca Nicodemi is a senior financial advisor and statutory auditor with over 20 years of experience in M&A, corporate governance, restructuring and cross-border transactions. He has extensive board and auditing experience in listed and multinational companies across sectors including pharmaceutical, luxury, industrial and real estate. He also serves as a court-appointed expert, arbitrator and ESG auditor, with significant exposure to China-Italy transactions.

Ferretti S.p.A. (HKEX: 9638; Euronext Milan: YACHT)
2023–present
Standing Auditor

Nextalia SGR S.p.A.
2021–present
Industrial Advisor

Sanofi S.r.l. (Euronext Paris: SAN; NASDAQ: SNY)
2021–present
Member of the Board of Statutory Auditors

AstraZeneca S.p.A. (LSE: AZN; NASDAQ: AZN)
2025–present
Member of the Board of Statutory Auditors

Roche Group (SIX: ROG)
2019–present
Member of the Board of Statutory Auditors

Rothschild & Co Italia S.p.A.
2019–present
Chairman of the Board of Statutory Auditors

– I-21 –

Savills Investment Management SGR S.p.A.
2019–present Member of the Board of Statutory Auditors

FSI SGR S.p.A./Casalasco Società Agricola S.p.A.
2023–present Chairman of the Board of Statutory Auditors

Gruppo Ernesto Pellegrini
2021–present Member of the Board of Statutory Auditors

DIGITED S.p.A.
2021–present Member of the Board of Statutory Auditors

Lorenzi S.p.A.
2021–present Member of the Board of Statutory Auditors

Vittoria S.p.A.
2021–present Member of the Board of Statutory Auditors

Prometeon Srl (former Pirelli Industrial S.p.A.)
2016–present Chairman of the Board of Statutory Auditors

Bormioli Pharma S.p.A.
2016–present Chairman of the Board of Statutory Auditors

Nactarome S.p.A.
2016–present Chairman of the Board of Statutory Auditors

Diatech S.p.A.
2016–present Chairman of the Board of Statutory Auditors

F.I.S. — Fabbrica Italiana Sintetici S.p.A.
2023–present Member of the Board of Statutory Auditors

Pirelli & C. S.p.A. (Euronext Milan: PIRC)
2017–2023 Former Member of the Board of Statutory Auditors

F.C. Internazionale Milano S.p.A.
2016–2021 Former Chairman of the Board of Statutory Auditors

– I-22 –

APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS AND STATUTORY AUDITORS PROPOSED BY FIH FOR ELECTION

Court of Milan
2026–present
Enrolled in the Register of Arbitrators and Special Referees

Nextalia SGR S.p.A.
2025
Economic and financial evaluation of a real estate transaction in the luxury hospitality field

Farmindustria
2025
Advisor to the Chairman

Court of Milan
2025
Appointment in multiple economic and financial evaluations

Fresenius Group
2025
Economic and financial evaluation in support of a group spin-off transaction

LVMH Moët Hennessy Louis Vuitton SE
2024
Economic and financial evaluation of a target in an M&A transaction

Edizione S.p.A./21 Invest S.p.A.
2024
Strategic and financial advisor for dual M&A acquisition transactions

Ferroli S.p.A.
2023
Economic and financial evaluation in support of a group turnaround transaction

Prada S.p.A. (HKEX: 1913)
2019
Economic and financial evaluation in support of a group spin-off transaction

Gavio Group
2019
Economic and financial evaluation in support of a group spin-off transaction

– I-23 –

Chinese Consortium Buyer of Esaote S.p.A.
2018
Financial advisory services to the consortium for the leveraged buyout (LBO) procedure and refinancing activities with Bank of China

Pininfarina S.p.A.
2007–2017
Financial, tax and accounting advisor to bank creditors in connection with the debt restructuring and sale procedures to Mahindra Group Secoo Holding Limited
2017–2020
International CEO & Group CSO

2011–Present
Founding Partner of Studio Nicodemi

2026–Present
Court-appointed Arbitrator and Special Referee of the Court of Milan

2026–Present
Licensed Sustainability and ESG Auditor authorized for ESG reporting assessment pursuant to EU Directive 2022/2464

2023–2024
Licensed CPA and M&A Agent of CONI — FIGC — FIFA (Italian Football Federation)

2020
Mentor supporting graduate and exchange students of Bocconi Chinese Students Association in cooperation with Fudan University

2020
Recipient of the Capital Elite Award of Italy-China Foundation for professional advisory services to outbound Chinese corporations

2017
Recipient of the Capital Elite Award of Italy-China Foundation for professional advisory services to outbound Chinese corporations

2016
Lecturer of Corporate Finance, Financial Debt Restructuring and Distressed Value Investing at Bocconi University

1992
Graduation, Istituto Gonzaga

1997
BA in Corporate Finance, Bocconi University

– I-24 –

3. Ms. Myriam Amato

Tenure on the Board of Statutory Auditors of the Company: New

Age: 51

Languages: Italian (Native), English, French (Fluent)

Ms. Myriam Amato is a professional with a degree in Business Economics from Bocconi University, specializing in the statutory auditing of national and multinational companies. She has gained significant experience as a CFO of a listed company, managing IPO processes and corporate reorganizations, which has allowed her to acquire extensive knowledge in corporate governance. She is a qualified Chartered Accountant and an enrolled Statutory Auditor in listed companies and financial institutions.

Revinet S.p.A.
2019–Present Partner and Director

Hera Comm S.p.A.
2017–Present Chairman of the Board of Statutory Auditors

In Rete Distribuzione Energia S.p.A.
2017–Present Standing Auditor

Hera Trading S.r.l.
2017–Present Chairman of the Board of Statutory Auditors

– I-25 –

Hera S.p.A. (Euronext Milan: HER)
2017–Present Chairman of the Board of Statutory Auditors

Doorway S.p.A
2019–Present Chairman of the Board of Statutory Auditors

Hera Luce S.r.l.
2017–Present Chairman of the Board of Statutory Auditors

Tamburi Investment Partners S.p.A. (Euronext Milan: TIP)
2018–Present Chairman of the Board of Statutory Auditors

Herambiente S.p.A.
2017–Present Standing Auditor

AcegasApsAmga S.p.A.
2019–Present Standing Auditor

Wolmann S.p.A.
2020–Present Chairman of the Board of Statutory Auditors

Tremonti S.r.l.
2021–Present Standing Auditor

Recycla S.p.A.
2024–Present Chairman of the Board of Statutory Auditors

TRS Ecology
2024–Present Standing Auditor

Triveneta Luce Società Consortile a Responsabilità Limitata
2024–Present Chairman of the Board of Statutory Auditors

Il Sole 24 Ore S.p.A.
2022–2024 Standing Auditor

LIS Pay S.p.A.
2022–2024 Standing Auditor

– I-26 –

Credimi S.p.A.
2015–2022 Standing Auditor
Kipoint S.p.A.
2020–2022 Standing Auditor
Ernst & Young S.p.A.
2006–2013 Senior Manager
Studio Necchi Sorci & Associati/Studio Pastori
2003–2006 Chartered Accountant
Deloitte & Touche S.p.A.
2000–2003 Senior Auditor
Other Positions:
2015–2018 Group CFO of Giglio Group S.p.A.
2013–Present Member of the Governance of Listed Companies and Accounting Standards Committees of the Order of Chartered Accountants of Milan
2013–Present Member of ANDAF
2013–Present Member of NedCommunity
2013–Present Member of PWA
Education:
2000 Degree in Business Economics, Bocconi University
2002 Master’s Degree in Tax Law, Bocconi University
2002 Qualification as Chartered Accountant
2003 Enrolment in the Register of Statutory Auditors

Biographical details of each candidate standing for election for alternate Statutory Auditors are as follows:

  1. Ms. Federica Marone

Tenure on the Board of Statutory Auditors the Company: 3

  • I-27 -

Age: 50

Location: Naples, Italy

Languages: Italian (Native), English (Fluent)

Ms. Federica Marone is a graduate in Economics and Business Administration with a specialization in law from Parthenope University of Naples. She has been a certified public accountant and auditor since 2006. She is an adjunct professor teaching supplementary courses in Tax Law at the Faculty of Law and the Faculty of Green Economy at Suor Orsola Benincasa University in Naples. She practices as a certified public accountant, providing business consulting to medium and large enterprises, particularly companies operating in the luxury and food sectors, and is an expert tax defence attorney. She drafts tax opinions to ensure the correct interpretation of regulations and has held various positions, including CEO, board member, member of the board of statutory auditors, and statutory auditor at several corporations.

Ferretti S.p.A. (HKEX: 9638; Euronext Milan: YACHT)
2023–Present Alternate Auditor

Marone & Associati
2004–Present Associate
1999–2003 Professional Activity

Fantozzi & Associati (Tax Law Firm)
2003 Professional Activity

ICCA S.p.A.
2015–Present Statutory Auditor

ICCA Trade S.r.l.
2019–Present
Sole auditor

2013–Present
Contract teaching supplementary activities in Tax Law at Suor Orsola Benincasa University of Naples

2005–2010
External collaboration with Suor Orsola Benincasa University Institute for the II Level Master “The training of the defender and the tax judge”

1993
Classical High School Diploma, Liceo Classico Jacopo Sannazaro

2002
Degree in Economics and Commerce, University of Naples Parthenope

2002–2003
IPSOA Tax Master II Level, Milan

2003
Master “The tax process”, Order of Chartered Accountants of Naples

2004
Master II Level “The training of the defender and the tax judge”, Suor Orsola Benincasa University

  1. Ms. Tiziana Vallone

Age: 57

– I-29 –

Ms. Tiziana Vallone is an economist and finance expert specializing in risk management, banking and corporate governance. She has held leadership roles in financial institutions, regulatory bodies and corporate boards, contributing to financial research, policy-making and the development of risk management frameworks in the banking sector.

Studio Vallone
2004–Present
Chartered Accountant and Statutory Auditor

Mario Negri Pension Fund
2017–Present
Member of the Board of Directors

Leonardo Capital SIM S.p.A.
2022–Present
Chairman of the Board of Statutory Auditors

Red Fish LongTerm Capital S.p.A.
2023–Present
Member of the Board of Statutory Auditors

Setramar Spa Group
2024–Present
Member of the Board of Statutory Auditors

Niche Fusina Rolled Products S.r.l.
2025–Present
Member of the Board of Statutory Auditors

Near S.p.A.
2026–Present
Non-Executive Director

Intermonte SIM S.p.A.
2021–2025
Non-Executive Director

Kryalos SGR S.p.A.
2022–2025
Member of the Board of Statutory Auditors

Il Sole 24 Ore S.p.A.
2022–2025
Chairman of the Board of Statutory Auditors

– I-30 –

2021–2022
Expert supporting the national business crisis tables of the Ministry of Economic Development, appointed by decree of 22 September 2021

2023–2025
Expert supporting the national business crisis tables of the Ministry of Industry and Made in Italy

1993
Degree in Economics and Commerce, State University of Bari Aldo Moro

1994–1995
Master’s Degree in Corporate Tax Law, Luigi Bocconi University of Milan

2010–2011
Specialization Course on Listing Processes, Borsa Italiana/ODCEC Milan

2013–2014
Master’s Degree in Administration, Management and Control of Pension Funds, Liuc University

– I-31 –

APPENDIX II

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND STATUTORY AUDITORS PROPOSED BY KKCG MARITIME FOR ELECTION

A. BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED BY KKCG MARITIME FOR ELECTION

Biographical details of each candidate standing for election are as follows:

1. Ms. Katarína Kohlmayer

Date of birth/Age

26 December 1967 (Age: 58)

Positions held with Ferretti S.p.A. and other members of its group

None

Overview

Katarína Kohlmayer is a senior financial executive and board member with extensive experience in corporate finance, mergers and acquisitions and capital markets. As Chief Financial Officer and a member of the board at KKCG Group, she oversees financial strategy, financing, banking relationships, M&A activities and ESG across a diversified international investment group. She brings significant international investment banking experience from 15 years at Morgan Stanley, with a focus on M&A and capital markets transactions. She is recognised for her strong financial expertise, strategic insight and extensive board-level experience across multiple jurisdictions. She serves on a number of boards of KKCG group companies including publicly listed Allwyn AG. She earned an MBA from Harvard Business School.

Management and control offices held

  • Allwyn AG — Member of the Board of Directors (March 2026–Present)
  • ALLWYN ENTERTAINMENT LTD (formerly SAZKA GROUP UK 2 LTD) — Director (January 2021–Present)
  • ALLWYN ENTERTAINMENT FINANCING (UK) PLC — Director (January 2022–Present)
  • Allwyn International AG (formerly Allwyn International a.s.) — Member of the Board of Directors (October 2024–Present)
  • Allwyn North America Inc. (formerly Camelot Global Services (North America) Inc.) — Director (March 2023–Present)

APPENDIX II

BIOGRAPHICAL DETAILS OF THE DIRECTORS AND STATUTORY AUDITORS PROPOSED BY KKCG MARITIME FOR ELECTION

  • Allwyn Services Czech Republic a.s. (formerly SAZKA Group CZ a.s.) — Member of the Board of Directors (December 2020–Present)
  • ALLWYN SERVICES UK LTD (formerly SAZKA GROUP UK LIMITED) — Director (May 2020–Present)
  • ALLWYN UK HOLDING LTD (formerly SAZKA GROUP UK HOLDING LTD) — Director (January 2021–Present)
  • ALLWYN UK HOLDING B LTD (formerly ALLWYN FINANCING (UK) LTD) — Director (January 2022–Present)
  • ALLWYN UK HOLDING C LTD — Director (December 2022–Present)
  • Allwyn US Holding Inc. — Director (March 2023–Present)
  • Azúr a.s. — Member of the Supervisory Board (October 2024–Present)
  • Camelot UK Lotteries Limited — Director (February 2023–Present)
  • Casinos Austria Aktiengesellschaft — Member of the Supervisory Board (July 2018–Present)
  • KKCG Advisory a.s. — Member of the Board of Directors (December 2024–Present)
  • KKCG Group AG (formerly KKCG AG) — Member of the Board of Directors (December 2024–Present)
  • KKCG LIQUIDITY SOLUTIONS LTD — Director (June 2025–Present)
  • KKCG Methanol Holdings LLC (formerly KKCG US LLC) — Manager (March 2016–Present)
  • KKCG Services a.s. (formerly KKCG a.s.) — Member of the Board of Directors (January 2025–Present)
  • KKCG UK Advisory LTD — Director (November 2024–Present)
  • KKCG US Advisory LLC — Director (July 2019–Present)
  • Liberty One O&M LLC — Officer (April 2023–Present)
  • Liberty One Methanol LLC — Manager (July 2018–Present)
  • Liberty Two Methanol LLC — Officer (April 2023–Present)
  • Metanol d.o.o. — Director (May 2016–Present)
  • MND Group AG — Member of the Board of Directors (December 2016–Present)
  • OPAP S.A. (Hellenic Football Prognostic Organization S.A.) — Member of the Board of Directors (Non-Executive) (June 2022–Present)
  • Österreichische Lotterien GmbH — Member of the Supervisory Board (May 2022–Present)
  • Rezervoarji d.o.o. — Director (May 2016–Present)
  • US Methanol LLC — Manager (March 2016–Present)
  • US Methanol Midco LLC — Manager (October 2022–Present)

– II-2 –

Major appointments and other professional experience

  • KKCG AG — Group CFO, London, Prague (April 2014–Present)
  • VTB Capital — Managing Director, Moscow, Russia (October 2011–April 2014)
  • Morgan Stanley — Managing Director (August 1996–August 2011)

Educational background

  • Harvard Business School — Master of Business Administration (1996)
  • University of Economics in Bratislava — Degree in Economics (1992)

Additional information

  • Owner of 43,426 shares in Ferretti S.p.A. (0.01%)
  • Languages — Slovak/Czech (native), English (fluent), Russian (fluent), German (working knowledge)

2. Mr. Stefano Domenicali

Overview

Stefano Domenicali is the President & CEO, Formula 1®. He has been the president and CEO of Formula 1 President & CEO, Formula 1 ® since January 2021.

Management and control offices held

Born in Imola in 1965, after studying economics and business at the University of Bologna, he indulged his passion for motorsport and joined Ferrari in Maranello in 1991. He took on positions of increasing responsibility, becoming Head of Business Planning/Control & International Race Director at the Ferrari-owned Mugello circuit in 1993, and later Personnel and Organizational and Sponsorship Manager. In 1998 he was appointed Formula 1 team manager. In 2004 he assumed the position of Ferrari's Formula 1 Sports Director and in 2008 became Team Principal of Scuderia Ferrari, contributing to the Ferrari team's many victories. In 2014 he joined Audi AG as Vice President New Business Initiatives. In 2016 he was appointed Chairman & Chief Executive Officer of Automobili Lamborghini S.p.A. Under his stewardship, Automobili Lamborghini achieved significant milestones with sales up 43%, more than 8 thousand cars delivered, and new models that have contributed to the brand's international success in the luxury segment.

As Formula 1 President and CEO, he is currently Co-chairman of the F1 Commission and Member of the WMSC FIA. In 2019, he was a Member of the UEFA Organization Committee on the occasion of the European Under-21 Football Championship. Mr. Stefano Domenicali is currently a Member of the Board of Directors of Brunello Cucinelli S.p.A and Ferretti Group. He has been a member of the Technical Scientific Committee of Hyperloop Italia since 2021 and a member of the International Advisory Board — Bologna Business School. From 2019 to 2021 he was President of the Automotive Industry of Confindustria Emilia and Member of the Advisory Board for Foreign Investors of Confindustria. From 2020 to 2021 he served as Vice-President of the Altagamma Foundation.

Additional Information

In 2022 on the recommendation of His Most Reverend Eminence Cardinal Mauro Gambetti he was appointed Member of the Sustainability Committee of the Fratelli Tutti Foundation. The Vatican City Foundation was established to reach out to the world and continue the mission of St. Peter and the Pontiff, his successor.

In 2022, he was awarded the Collare D'Oro maximum sports honor issued by CONI. In October 2000, the Mayor of the City of Imola bestowed upon Stefano Domenicali the City's highest honor "The Grifo of the City of Imola". In May 2023, the Mayor of the City of Imola bestowed on Stefano Domenicali "The Keys of the City of Imola". In 2002, he was awarded the honor of Officer of the Order of Merit of the Italian Republic and in 2019 that of Commendatore. On June 2, 2023, he was appointed Cavaliere del Lavoro decorated with the Ordine al "Merito del Lavoro" (Order of Merit for Labour) by the President of the Italian Republic. On October 14, 2023 NIAF's 48th Anniversary Gala honoree Stefano Domenicali the NIAF (National Italian American Foundation) Leonardo da Vinci Award in Sports Management. On November 2023, he was awarded the Premio Leonardo 2023. He combines his passion for racing with basketball, soccer, mountain sports and aviation. Stefano Domenicali gives talks and seminars at leading international university institutions, including Columbia University in New York, Harvard Business School, Stanford University, and SDA Bocconi.

3. Mr. Alberto Galassi

Date of birth/Age

23 December 1964 (Age: 62)

Positions held with Ferretti S.p.A. and other members of its group

  • Ferretti S.p.A. — Chief Executive Officer and Executive Director (Appointed to the Board on 23 October 2013; appointed Chief Executive Officer on 23 May 2014)
  • Director in a number of subsidiaries of the Group

Overview

Mr. Alberto Galassi has over 20 years of corporate and business experience. He began his career as a lawyer before moving into senior executive and board roles across industrial, aviation and sports organisations. For the past 12 years, he has served as Chief Executive Officer of Ferretti, leading the company through a period of significant value creation.

Management and control offices held

  • Ferretti S.p.A. — Chief Executive Officer and Executive Director (May 2014–Present)
  • Manchester City Football Club — Board member (June 2012–Present)
  • Palermo Football Club S.p.A. — Board member (July 2022–Present)

Major appointments and other professional experience

  • Piaggio Aero Industries S.p.A. — Chairman (2014)
  • Piaggio Aero Industries S.p.A. — Chief Executive Officer (2009–2014)
  • Piaggio Aero Industries S.p.A. — Board member and member of the Executive Committee; responsible for sales and marketing (2000–2009)
  • Novico S.p.A. — Board member (1995–1997)
  • Studio Legate Capece Minutolo — Lawyer, specialising in administrative law and international arbitration (1993–2000)

Educational background

  • University of Modena, Italy — Degree in Law (1990)

Additional information

  • Admitted as a lawyer to the Italian Bar Association in 1996

4. Mr. Karel Komárek

Date of Birth

15 March 1969

Place of Birth

Hodonin, Czech Republic

Nationality

Czech

Overview

Karel Komárek is the founder and chairman of the board of KKCG, one of Europe's fastest growing investment and innovation groups, with expertise in lottery and gaming, energy, technology, and real estate. KKCG and its portfolio companies employ over 16,000 people in 40+ countries, primarily in Europe and North America, with more than €15 billion in assets under management. Mr. Komárek is an entrepreneur, investor, and philanthropist with a thirty-year track record of building successful businesses and is responsible for the group's long-term strategic development. With investments spanning renewable energy, Al, and human performance technology, from start-ups to industry stalwarts, Mr. Komárek is committed to achieving lasting, sustainable impact, both commercially and charitably.

Together with his wife Stepanka Komarkova, he co-founded the Karel Komárek Family Foundation (KKFF) which focuses on community development, sustainable transformation of urban spaces and the support of culture and arts education. A former Co-Chair of the Kennedy Center International Committee on the Arts, and Co-Founder of the celebrated Dvorak Prague Music Festival. Mr. Komárek is a proud patron of performing arts and advocate of classical music.

Aligned with his belief in challenging the status quo and passion for sport, Mr. Komárek co-launched the More Than Equal project, a program seeking the first female Formula 1 World Champion, in 2022.

Positions held with Ferretti S.p.A. and other members of its group

None

Work Experience

Mr. Komárek is a Founder/General Manager/Chairman of corporate bodies of various companies within the KKCG Group, among others:

  • KKCG Group AG, Lucerne, Switzerland — Chairman of the Board of Directors (2016–present)
  • Allwyn AG, Lucerne, Switzerland — Chairman of the Board of Directors (2020–present)
  • Allwyn International AG, Lucerne, Switzerland — Chairman of the Board of Directors (2016–present)
  • US Methanol LLC, USA — Director (2016–present)
  • MND a.s., Hodonin, Czech Republic — Chairman of the Board of Directors (2010–2016)

Mr. Komárek’s professional background in non-profit companies outside the KKCG Group:

  • Karel Komárek Family Foundation — Founder (2017–present)
  • Nadace Promeny Karla Komarka (in 2024 merged with Karel Komárek Family Foundation) — Founder (2006–2024)

Management and control offices held

  • Allwyn AG (CHE) (formerly SAZKA Entertainment AG) — Chairman of the Board of Directors (November 2020–Present)
  • Allwyn AG (LUX) — Member of the Board of Directors (March 2026–Present)
  • Allwyn International AG (formerly Allwyn International a.s.) — Chairman of the Board of Directors (October 2024–Present)
  • AUTOKLUB SPEED v AČR — Chairman of the Members’ Meeting (February 2017 – Present)
  • KKCG Advisory a.s. — Chairman of the Board of Directors (December 2024–Present)
  • KKCG Group AG (formerly KKCG AG) — Chairman of the Board of Directors (December 2024–Present)
  • KKCG Holding AG — Chairman of the Board of Directors (December 2015–Present)
  • Liberty One Methanol LLC — Director (July 2018–Present)

– II-7 –

  • MND Group AG — Chairman of the Board of Directors (December 2015–Present)
  • Montirolo AG — Chairman of the Board of Directors (September 2019–Present)
  • More Than Equal Limited — Director (June 2022–Present)
  • Nadace Karel Komárek Family Foundation — Chairman of the Foundation Board (June 2017–Present)
  • US Methanol LLC — Director (March 2016–Present)
  • V Racing AG — Chairman of the Board of Directors (May 2023–Present)
  • Valea Art AG — Member of the Board of Directors (June 2022–Present)
  • Valea Real Estate AG — Chairman of the Board of Directors (July 2024–Present)
  • Villa du Lac AG — Chairman of the Board of Directors (April 2021–Present)
  • American Racing Challenger Team USA LLP — Chairman (March 2026–Present)

  • Languages: Czech (native speaker), English (fluent).

  • Sole beneficiary of Valea Foundation which indirectly through KKCG Group AG owns KKCG Maritime (Azúr a.s.), which as at the date of this declaration holds 49,030,027 shares (14.49%) in Ferretti S.p.A.
  • Long-term customer of Ferretti S.p.A. products

5. Ms. Zuzana Prokopcová

Full name

Zuzana Prokopcová (Soukupová, Tairova)

Date of birth/Age

24 February 1974 (age: 52)

Positions held with Ferretti S.p.A. and other members of its group

None

Experienced senior financial executive and board member with extensive expertise in audit, risk management, accounting, treasury and corporate governance. She has held numerous supervisory board and audit committee roles in financial institutions and industrial

companies and currently serves as Chair of the Audit Committee at publicly listed Moneta Money Bank. Her background includes senior leadership positions in banking, extensive audit experience from PwC and advisory services, as well as executive roles in large corporate groups. She brings strong expertise in internal control systems, financial reporting and regulatory compliance.

  • MONETA Money Bank, a.s. — Member of the Supervisory Board (November 2024 – Present)
  • MONETA Money Bank, a.s. — Member of the Audit Committee (October 2017–Present); Chair (November 2024–Present)
  • MONETA Stavební Spořitelna, a.s. — Member of the Audit Committee (April 2020 – Present); Chair (November 2024–Present)
  • Kofola Československo, a.s. — Member of the Audit Committee (December 2018–Present); Chair (November 2023–Present)
  • Foundation MONETA Clementia — Vice-Chair of the Management Board (April 2021–Present)

Responsibilities include oversight of internal audit, risk management and accounting functions, as well as statutory duties related to supervisory and governance roles.

  • PPF Group N.V. — Member of the Supervisory Board and Audit Committee (September 2021–April 2026)
  • Česká televize — Vice-Chair of the Supervisory Commission of the Council of Czech Television (November 2020–November 2024)
  • PPF Financial Holding, a.s. — Member of the Audit Committee (September 2021–January 2023)
  • Wüstenrot hypoteční banka a.s. — Member of the Audit Committee (April 2020–December 2020)
  • Moore Stephens s.r.o. — Chief Operating Officer (October 2017–April 2018)
  • Český Aeroholding, a.s. — Vice-Chairman of the Board of Directors (June 2014–March 2016)
  • PricewaterhouseCoopers Audit, s.r.o., Prague, Czech Republic, Director, Assurance Services & Advisory Services, (July 2010–June 2014)
  • PricewaterhouseCoopers, Almaty, Kazakhstan, Director, Assurance Services & Advisory Services (January 2008–June 2010)

  • PricewaterhouseCoopers, Moscow, Russia, Director, member of the Regional Assurance Services Management Group (January 2007–December 2007)

  • PricewaterhouseCoopers Audit, s.r.o., Prague, Czech Republic, Senior Manager, Assurance Services & Advisory Services, (1998–2006)
  • IBM Česká republika, s.r.o., Prague, Czech Republic, accountant (1993–1998)

  • Vysoká škola ekonomická v Praze (University of Economics, Prague) — Degree in Accounting and Financial Management

  • Fellow Member of the Association of Chartered Certified Accountants (ACCA), UK

  • Winner of CFO of the Year 2015 (2nd place) awarded by the CFO Club Czech Republic

6. Mr. Piero Ferrari

Date of birth/Age

22 May 1945 (age: 80)

Positions held with Ferretti S.p.A. and other members of its group

  • Ferretti S.p.A. — Non-Executive Director (June 2016–Present)

Overview

Mr. Piero Ferrari is a senior industrial leader with decades of experience in the automotive and motorsport sector, having held senior management and non-executive roles within the Ferrari Group since the 1960s. He has served in leadership positions across industrial, aerospace, and financial institutions, including listed companies, and has received national honours and honorary academic degrees in recognition of his contribution to industry and engineering.

  • Ferrari N.V. — Vice-Chairman & Non-Executive Director (listed on NYSE and Borsa Italiana) (Present)
  • Ferrari S.p.A. — Vice-Chairman (1988–Present)
  • High Performance Engineering (HPE-COXA) — Founder & Chairman (1998–Present)

  • Ferrari (Group) — Various senior management roles in Motor Sport Division (1970 – 1988)

  • Piaggio Aerospace — Chairman (1999–2014)
  • Italian Motor Sport Commission — Chairman (1998–2001)
  • BPER Banca S.p.A. — Director & Vice President (listed on Borsa Italiana) — 2002–2014

  • University of Naples Federico II — Honorary Degree in Aerospace Engineering (September 2004)

  • University of Modena and Reggio Emilia — Honorary Degree in Mechanical Engineering (November 2005)

  • Awarded the title “Knight of Labor” (Cavaliere del Lavoro) by the President of the Republic of Italy (October 2004)

  • Extensive experience managing relationships with suppliers, sponsors and the Fédération Internationale de l’Automobile (FIA)

7. Ms. Jane Eleanor Bardo Townsend

Date of birth/Age

25 June 1961

Positions held with Ferretti S.p.A. and other members of its group

None

Experienced corporate and M&A lawyer with over three decades of cross-border transactional and advisory experience across the UK, Continental Europe, the Middle East and Central & Eastern Europe. Former partner of Allen & Overy LLP, with extensive exposure to public and private company transactions, capital markets, governance and risk management. Significant board-level experience gained as a Global Board member of Allen & Overy LLP during a period of international expansion and structural transformation of the legal services industry. Strong governance, analytical and organisational capabilities, with a proven ability to operate effectively in complex, multi-jurisdictional environments.

The candidate has not held any directorships in public companies whose securities are listed on any regulated market during the last three years

  • Allen & Overy LLP — Global A&O Board member (2010–2014)
  • Allen & Overy LLP — Partner and Head of Legal Services Centre (2012–2019)
  • Allen & Overy LLP — Corporate/M&A Partner, Prague (2002–2012)
  • Allen & Overy LLP — Regional Managing Partner, Central & Eastern Europe (2004 – 2012)
  • Allen & Overy LLP — Corporate/M&A Senior Associate & Partner, London and Dubai (1995–2002)
  • Frere Cholmeley, London — Corporate/M&A Associate (1986–1994)
  • Frere Cholmeley, London — Trainee Solicitor (1984–1986)

  • St Catherine’s College, University of Oxford (1980–1983)

  • City of London Polytechnic (1983–1984)
  • Admitted as a Solicitor of England & Wales (1986)

  • Engaged in various voluntary and unpaid roles, including governance-related positions within community and charitable organisations (2019–Present)

  • Active mentor for women pursuing careers in business, public and not-for-profit sectors

  • II-12 -

8. Mr. Bader Nasser Al-Kharafi

Date of Birth

17 August 1977

Gender

Male

Nationality

Kuwaiti

Marital Status

Married with two children

Overview

Currently holding office as Chairman, CEO, VP and board member of several businesses as part of the Kharafi conglomerate, with an MBA and a degree in Mechanical Engineering, and an exceptional track record in spearheading crucial business development as well as consultancy operations for major firms and social institutions.

Major appointments and other professional experience

Mobile Telecommunications Co. KSC (Zain Group)

  • Vice Chairman (2014) | Group CEO (2017)
  • Pioneer mobile operator in the Middle East; 41.4M+ customers across 7 countries.
  • Zain KSA: Vice Chairman (2015) | Board Member (2011)
  • Zain Sudan: Chairman (2018) | Board Member (2011)
  • Atheer Telecom Iraq (Zain Iraq): Board Member (2012)
  • AlKhatem Iraq: Managing Director (2013)

  • II-13 -

Mobile Telecommunications Company Lebanon (MTC)
- General Manager (2013–2020)
- Mobile Interim Co. “MIC₂” S.A.L., Lebanon — Chairman (April 2012–2020)

Coutts & Co.
- Middle East Advisory Board Member (2014–Present)
- Kuwait British Friendship Society — Member of the Board

Gulf Bank Kuwait
- Chairman | Member of the Board | Member of Board Corporate Governance Committee
- One of Kuwait’s leading financial services providers, 56 branches. (2012–2025)

Boursa Kuwait
- Chairman of the Board (2025–Present)
- Member of the Board of the Executive Committee
- Chairman of Board of Nomination and Remuneration Committee
- Chairman of Corporate Governance Committee
- Member of the Violations Review Committee (October 2019–March 2020)
- Won Boursa Kuwait privatization auction; acquired 44% equity stake in the local exchange.

National Investment Company (NIC) Kuwait
- Vice Chairman (2024–Present)
- Chairman, Board of Nomination and Remuneration (September 2023–Present)
- Chairman, Board of Directors and Investment Committee (September 2022–Present)
- Trainee (July–December 2002)
- Portfolio manages approximately KD 3.6 billion.

Gulf Cables & Electrical Industries Company, Kuwait 2004–Present
- Managing Director (2004–2006)
- Chairman (2006–2022)
- Vice Chairman of the Board of Directors (2022–Present)
- Head of Investment Committee (2022–Present)
- Head of Audit Committee (2022–Present)
- Head of Nominations and Remuneration Committee (2022–Present)

BNK Holding KSCC — Founder (2016–Present)
Privately held shareholding company, Kuwait. Diversified portfolio:
- BNK Automotive: Volvo (September 2019), Polestar (March 2022), BNK Motion, Ride Safe
- SVN Kuwait: private membership club & beach resort (December 2022–Present)
- BNK Tech: world-class technology & lifestyle brands (May 2025–Present)
- Bang & Olufsen: premium Danish audio-visual products (October 2025–Present)

INJAZ Kuwait (2015–Present)
- Chairman (2022–Present) | Vice Chairman (2015–2022)
- Non-profit delivering entrepreneurship and financial literacy programmes, KG to Grade 12.

Heavy Engineering Industries & Shipbuilding Company (HEISCO), Kuwait (April 2022 — May 2024)
- Vice Chairman (2022–2024): Maintains a significant equity stake via the holding company and largest shareholder

Family Business Council — Gulf (FBCG) (November 2020–Present)
- Member of the Board

Mentor Arabia (July 2019–June 2024)
- Member of the Board

UNHCR Sustainability Board (MENA) (February 2018–Present)
- Member of the Board
- Mandated to provide sustainable and innovative solutions for refugees in the MENA region.

Chatham House (2016–Present)
- Member — The Royal Institute of International Affairs

Refreshment Trading Company (Coca-Cola & Sunkist), Kuwait (2011–Present)
- Member of the Board
- Director of Group Executive Committee | Head of Industrial Activities
- Group Vice President, Industrial Activities (2007–2012)
- General Manager, Industrial Projects & IT (2005–2007)
- Department Manager (2004–2005) | Coordination Engineer (2003–2004)

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Foulath Holding B.S.C., Bahrain | Member of the Board (April 2008–Present)
- Bahrain Steel BSCC: Member of the Board (2006–Present)
- ISO certified; 5M tons/year iron oxide pellets; ~$580M annual turnover.
- United Stainless Steel Company (USCO), Bahrain: Board Member (2006–2015)

Mohammed Abdulmohsin Al-Kharafi & Sons WLL (2003–Present)
One of the largest privately owned diversified groups in Kuwait & GCC.
135+ companies in 28+ countries; sectors include construction, trading, manufacturing, investments, development, travel & leisure. Annual turnover exceeding US$2 billion.
- Director of Group Executive Committee/Head of Industrial Activities (2011–Present)
- Industrial Activities/Group Vice President (2007–2012)
- General Manager (2005–2007)
- Department Manager (2004–2005)
- Coordination Engineer (2003–2004)

MAK Holding Industry, Egypt — Chairman/Vice Chairman (2006–Present)
- EMAK Brake Systems, Egypt — Chairman/Vice Chairman (est. 1991, ISO 14000)
- Arab Aluminium Company SAE, Egypt — Chairman/Vice Chairman
- National Paper Company, Egypt — Chairman/Board Member (2005–2021)
- EMAK Paper Manufacturing, Egypt — Chairman/Board Member (2004–Present)
- Diamond International Motors Company, Egypt — Vice Chairman (2010–2023)

Educational background

  • 2021–present — IE University, Spain DBA
  • 2016 — London Business School MBA
  • 2002 — Kuwait University BSc Mechanical Engineering
  • July 2008 — Emak International Academy Managerial Accounting Course
  • March 2007 — Emak International Academy Financial Management Course
  • April 2004 — Richardson Sales Program, USA Sales & Marketing Training
  • January 2002 — Kuwait University Filtration and Separation Technology

– II-16 –

9. Ms. Francesca Filippini Pinto

26 August 1971 (age: 54)

None

Senior executive with over 25 years of experience across senior management roles spanning financial services, business, luxury and the art world, including investment banking at Morgan Stanley and private equity at Permira with a specific focus on consumer and luxury firms at both institutions. She also served as General Manager at Christie’s auction house. An experienced international leader with board-level exposure across both commercial and non-profit organisations, she brings a combination of strategic leadership, business development and fundraising expertise.

  • Francesca Pinto Art Advisory — Independent Curator and Art Advisor (May 2023–Present)
  • The Bomb Factory Art Foundation, London (arts charity) — Chair of the Board of Trustees (October 2023–Present)
  • The Foundling Museum, London (charity) — Trustee (February 2025–Present)

  • Magnum Photos (London/Paris) — Global Gallery and Retail Director (May 2022–April 2023)

  • The Photographers’ Gallery (London) — Director of Business Development (October 2017–April 2022)
  • Christie’s South Kensington (London) — General Manager (September 2015–October 2017)
  • The Photographers’ Gallery (London) — Head of Development (October 2011–September 2015)

– II-17 –

  • Permira Private Equity (London) — Investment Executive, Consumer & Luxury Team (March 2007–January 2009)
  • Morgan Stanley (London and Milan) — Vice President, Investment Banking Division (July 1995–February 2006)

  • Clore Leadership Programme (Oxford) — Leadership in the Arts (February 2014)

  • University of Glasgow/Christie’s Education — Master in Modern & Contemporary Art History (MLitt) with Distinction (October 2009–September 2011)
  • Università Commerciale Luigi Bocconi (Milan) — Degree Summa Cum Laude (110 e lode/110) in Business Administration (1990–1995)
  • HEC Paris — CEMS Master in Management (Autumn 1994)
  • Wharton School, University of Pennsylvania, USA — MBA Exchange Programme (Autumn 1992), full scholarship
  • Licea Classico “T Mamiani”, Pesaro — High School Diploma/Maturità Classica (60/60)

  • Languages — Italian (mother tongue); English, French and Spanish (fluent), conversational German

  • Professional affiliations — RSA Fellow; AWITA member
  • Arts sector involvement — Judge and advisor for multiple art awards (including Louis Roederer Prize, Ian Parry Award, Bar-Tur Award)
  • Patronage — Active patron of the Design Museum, Camden Arts Centre and The Photographers’ Gallery
  • Technical skills — Proficient in Microsoft Office; experienced user of Bloomberg, Raisers’ Edge and related databases
  • Interests — Contemporary visual arts and design, classical music, singing, sailing, adventure travelling

10. Mr. Kamil Zeman

Date of birth/Age

15 September 1991 (age: 34)

Kamil Zeman is an investment professional with experience in mergers and acquisitions, corporate strategy, and investment management. He began his career in investment banking at J.P. Morgan in London and New York, where he advised on complex cross-border transactions including M&A, corporate strategy, financing, and IPO, gaining a strong foundation in executing large-scale, high-impact deals.

Currently, he serves as Executive Director at KKCG Maritime, where he leads origination, execution and asset management of KKCG Group's maritime portfolio, with a focus on driving strategic initiatives and delivering long-term value creation.

He is a graduate of University of Warwick with degree in Accounting and Finance.

  • Aricoma Capital a.s. — Board member (September 2021–Present)
  • Azúr a.s. — Board member (October 2024–Present)
  • Ametyst Holding a.s. — Board member (September 2025–Present)
  • SATI Foundation EUROPE z.ú. — Member of the supervisory board (February 2022 – Present)

  • KKCG Maritime — Executive Director (January 2020–Present)

  • J.P. Morgan — Investment Banking Analyst, Diversified Industries M&A (June 2017 – January 2020)
  • Equus Technology Venture Capital — Visiting Associate (November 2016–May 2017)
  • Amazon — Financial Analyst (June 2014–July 2015)

  • University of Warwick, Warwick Business School — BSc Accounting and Finance (2013–2016)

  • Languages: Fluent in English, Czech, Slovak

Save as disclosed in the biographies, each of the candidates for Directors proposed by KKCG Maritime has confirmed that he/she: (i) does not have any relationship with any of the Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; (ii) does not have any interest in any Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) is not in possession of any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules, nor is he/she involved or has been involved in any activity that shall be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; (iv) did not hold any directorship in any other listed companies or hold any position in any members of the Group in the last three years; and (v) has no other issues that shall be brought to the attention of the Shareholders of the Company.

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B. BIOGRAPHICAL DETAILS OF STATUTORY AUDITORS PROPOSED BY KKCG MARITIME FOR ELECTION

Biographical details of each candidate standing for election for effective Statutory Auditors are as follows:

1. Mr. Fausto Zanon

31 May 1958 (age: 67)

  • Member of the Board of Statutory Auditors of Ferretti S.p.A. (January 2012–December 2023)
  • Fausto Zanon is currently in the Board of Statutory Auditors of the following subsidiaries of Ferretti S.p.A.: Zago S.p.A., F.lli Canalicchio S.p.A. and RAM S.p.A.

Fausto Zanon is an Italian certified public accountant and statutory auditor with extensive experience in audit, corporate governance and financial reporting. He has held senior roles in leading international audit firms and has served for many years in management and control bodies of industrial, financial and regulated entities, including listed companies and public-interest organizations.

  • Ferretti S.p.A. — Member of the Board of Statutory Auditors (January 2012–December 2023)
  • NEPI III SCAF S.p.A. — Member of the Board of Statutory Auditors (Present)
  • Itago SGR S.p.A. — Member of the Board of Statutory Auditors (Present)
  • Ambrosia S.p.A. — Member of the Board of Statutory Auditors (Present)
  • RAM S.p.A. — Member of the Board of Statutory Auditors (Present)
  • Zago S.p.A. — Member of the Board of Statutory Auditors (Present)
  • F.lli Canalicchio S.p.A. — Member of the Board of Statutory Auditors (Present)
  • Calligaris S.p.A. — Member of the Board of Statutory Auditors (Present)
  • Pratic S.p.A. — Member of the Board of Statutory Auditors (Present)

  • Stellagroup Italia S.p.A. — Member of the Board of Statutory Auditors (Present)

  • Fip Mec S.p.A. — Member of the Board of Statutory Auditors (Present)
  • AREP APS — Member of the Board of Statutory Auditors (Present)
  • Fondazione Opera Immacolata Concezione ETS — Vice-Chairman of the Supervisory Board (Present)
  • Fondazione Rotary Italia Nord Est — Sole Statutory Auditor (Present)

  • Price Waterhouse — Audit Professional (September 1983–October 1990)

  • Price Waterhouse (Windsor, UK) — Audit Professional, Exchange Program (1988–1988)
  • Price Waterhouse — Audit Manager (1989–November 1990)
  • Deloitte & Touche — Partner, Head of Treviso Office (November 1990–December 2018)
  • Fausto Zanon Advisory — Independent Professional Practice (January 2019–Present)
  • Alessandro Calligaris & C.S.a.p.A. — Managing Partner (January 2019–Present)

  • Degree in Economics and Business Administration — University of Padua

  • Admitted to the profession of Certified Public Accountant in 1985

  • Registered Statutory Auditor (1992–Present)
  • Former Audit Partner at Deloitte & Touche, with responsibility for major Italian corporate groups
  • Languages: Italian (native), English (professional proficiency)

2. Ms. Claudia Costanza

3.4.1967 (age: 59)

Claudia Costanza is an Italian certified public accountant and statutory auditor with over 30 years of professional experience in corporate, tax and regulatory advisory services. She is characterized by:

  • Strong expertise in corporate governance, statutory auditing and internal control systems
  • Longstanding experience in board-level oversight roles, particularly within industrial, food, sports, energy and financial services sectors, including listed companies
  • Proven leadership capabilities as founding partner and manager of a large professional team

High professional standing, having served in public interest entities, regulated intermediaries and listed issuers.

  • CLM Associati — Founding Partner (January 2004–Present)
  • Claudia Costanza — Independent Practice (December 1994–December 2003)
  • Enervit S.p.A. — Standing Statutory Auditor
  • Mutti S.p.A. — Standing Statutory Auditor
  • Manifattura Valcismon S.p.A. — Chair of the Board of Statutory Auditors
  • Ferrarini S.p.A. — Standing Statutory Auditor
  • RIA S.p.A. — Standing Statutory Auditor
  • Wealthness SIM S.p.A. — Statutory Auditor
  • Nutramis S.r.l. — Statutory Auditor
  • Reload S.p.A. — Chair of the Board of Statutory Auditors
  • Itaca Equity S.r.l. — Sole Statutory Auditor
  • Energia & Servizi S.r.l. — Sole Statutory Auditor
  • Società Idroelettrica Meridionale S.p.A. — Standing Statutory Auditor
  • Agricola Moderna S.p.A. — Standing Statutory Auditor
  • E Qui S.r.l. — Chair of the Board of Statutory Auditors
  • Round Midnight 3 S.r.l. — Director
  • ESG S.r.l. — Director
  • CLM Data S.r.l. — Sole Director
  • Vistage Lombardia S.r.l. — Director

  • II-23 -

  • LTP S.r.l. — Special Attorney

  • Degree in Business Administration — Università Luigi Bocconi, Milan

  • Advanced Postgraduate Course in Tax Law — Università Luigi Bocconi

  • Member of the Register of Chartered Accountants of Milan (No. 4100) (December 1994–Present)

  • Registered Statutory Auditor with the Italian Ministry of Economy and Finance (No. 67115) (December 1995–Present)
  • Languages: English (good), Spanish (good oral), French (basic)

Biographical details of the candidate standing for election for alternate Statutory Auditor is as follows:

1. Mr. Luigi Fontana

21 March 1966 (age: 60)

  • Ferretti S.p.A. — Statutory Auditor (May 2014–July 2023)
  • Ferretti International Holding S.p.A. — Statutory Auditor (June 2014–November 2023)
  • CRN S.p.A. — Statutory Auditor (April 2021–December 2021)

Luigi Fontana is an Italian certified public accountant and statutory auditor with long-standing experience in corporate governance, statutory auditing and tax advisory. He has served in management and control bodies of industrial, financial and listed companies, including banking and investment services entities, and has extensive experience in complex corporate and insolvency proceedings.

  • Colorificio Pardo S.p.A. — Member of the Board of Directors (January 1992–April 1997)
  • I.A.T.LI. S.p.A. — Member of the Board of Directors (July 2010–July 2013)
  • Emilia Frutta S.c. coop. a r.l. — Statutory Auditor (October 2002–November 2005)
  • Azienda Agricola Rondine Bianca S.r.l. — Statutory Auditor (June 2003–October 2005)
  • Fiorano Due S.p.A. — Statutory Auditor (June 2003–February 2006)
  • F. Immobiliare S.r.l. — Statutory Auditor (January 2002–October 2012)
  • P.A. S.p.A. — Statutory Auditor (January 2009–December 2012)
  • BPER Trust Company S.p.A. — Statutory Auditor (February 2012–April 2015)
  • Cassa di Risparmio di Bra S.p.A. — Statutory Auditor (April 2018–July 2020)
  • Piaggio Aviation S.p.A. — Statutory Auditor (December 2017–October 2019)
  • Banca Popolare dell’Emilia Romagna Soc. Coop. — Substitute Statutory Auditor (April 2012–May 2015)
  • Piaggio Aero Engines Canada S.p.A. — Chairman of the Board of Statutory Auditors (March 2006–July 2009)
  • Campanino S.p.A. — Chairman of the Board of Statutory Auditors (May 2011–June 2014)
  • Modena Football Club S.p.A. — Chairman of the Board of Statutory Auditors (November 2013–December 2016)
  • C.P.C. S.r.l. — Chairman of the Board of Statutory Auditors (May 2013–December 2017)
  • Optima S.p.A. SIM — Chairman of the Board of Statutory Auditors (April 2021–November 2023)
  • Ferretti S.p.A. — Statutory Auditor (May 2014–July 2023)
  • Ferretti International Holding S.p.A. — Statutory Auditor (June 2014–November 2023)
  • Restart S.p.A. — Statutory Auditor (June 2022–June 2023)
  • CRN S.p.A. — Statutory Auditor (April 2021–December 2021)
  • RAM S.p.A. — Statutory Auditor (April 2024–Present)
  • Zago S.p.A. — Statutory Auditor (April 2024–Present)
  • Banca Cesare Ponti S.p.A. — Statutory Auditor (April 2025–Present)
  • Trenton S.p.A. — Statutory Auditor (May 2023–Present)
  • Palermo Football Club S.p.A. — Chairman of the Board of Statutory Auditors (October 2024–Present)
  • Fratelli Canalicchio S.p.A. — Chairman of the Board of Statutory Auditors (April 2025–Present)
  • Banco di Sardegna S.p.A. — Substitute Statutory Auditor (April 2025–Present)
  • BPER Real Estate S.p.A. — Substitute Statutory Auditor (April 2024–Present)

– II-25 –

  • BI Banca S.p.A. — Substitute Statutory Auditor (April 2023–Present)
  • SARDALEASING — Substitute Statutory Auditor (April 2024–Present)
  • RI. MA. FER. S.r.l. — Member of the Board of Directors (January 2007–Present)

  • S.A.M.CA S.p.A. — Liquidator (January 1995–December 1999)

  • GEFIN S.r.l. — Liquidator (January 2011–December 2013)
  • Club “La Meridiana”, Casinalbo (Modena) — Chairman of the Board of Directors (January 2008–December 2013)
  • Carpi Informatica S.r.l. — Official Receiver (period not specified)
  • Green Car di Meo Andrea & C. S.a.s. — Official Receiver (period not specified)
  • Salustamp S.r.l. — Official Receiver (period not specified)
  • Veronesi Trasporti S.r.l. — Official Receiver (period not specified)
  • Freschi Corni Samuele — Official Receiver (period not specified)
  • Premier-Inn S.r.l. — Official Receiver (period not specified)
  • Bianchini Costruzioni S.r.l. — Official Receiver (period not specified)
  • Edi.Mest S.r.l. — Official Receiver (period not specified)
  • Borgo Residence S.r.l. — Official Receiver (period not specified)
  • Nova S.r.l. — Official Receiver (period not specified)
  • Time Ristrutturazioni S.r.l. — Judicial Commissioner (period not specified)
  • La Quattro Società Consortile a.r.l. — Judicial Commissioner (period not specified)
  • Fritz Hansberg S.p.A. — Judicial Commissioner (period not specified)
  • Local Professional Association of Modena — Member of Study Commissions (January 1998–Present)
  • AMA S.R.L. — Official Receiver

  • Degree in Economics and Business Administration — University of Modena and Reggio Emilia (1991)

  • Admitted to the profession of Certified Public Accountant; registered with the Order of Chartered Accountants of Modena since 7 February 1994 (No. 456/A)

  • Registered Statutory Auditor since 26 May 1999 (No. 75732)
  • Founder and Partner of Studio Fontana & Zanardi — Chartered Accountants Association (since 2000)

  • Languages: Italian (native), English (good spoken and written proficiency)

  • II-27 -

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

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SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

Reference is made to the notice of annual general meeting of Ferretti S.p.A. (the "Company") dated April 10, 2026 (the "Original Notice"), by which the Company convenes an annual general meeting (the "Meeting") 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). This supplemental notice shall be read together with the Original Notice. Unless indicated otherwise, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the supplemental circular of the Company dated April 23, 2026.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT in addition to the resolutions set out in the Original Notice, 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 appoint the Board of Directors and its Chairman and to determine the number of members, their term of office and remuneration, on the basis of proposals of the Shareholders and related and consequent resolutions; and

  2. To appoint the Board of Statutory Auditors and its Chairman and to determine the remuneration, on the basis of proposals of the Shareholders and related and consequent resolutions.

Yours faithfully

By order of the Board

Mr. Alberto Galassi

Executive Director and Chief Executive Officer

Hong Kong, April 23, 2026

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

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

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.

(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) Since the Original Form of Proxy which was despatched by the Company to the Shareholders on April 10, 2026 and sent together with the Original Notice does not contain the proposed resolutions set out in this supplemental notice, a revised form of proxy has been prepared and is enclosed with the supplemental circular of the Company dated April 23, 2026 (the “Supplemental Circular”) of which this supplemental notice forms part.

(6) In order to be valid, the revised 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 revised 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 revised 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.

(7) 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.

  • AGM-2 -

No book closure will be required for the determination of Shareholders eligible to vote at the Meeting.

(8) 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.

(9) If a Shareholder has not yet returned the Original Form of Proxy which was despatched to the Shareholders on April 10, 2026 in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the Meeting on his/her/its behalf, he/she/it is required to submit the revised form of proxy. In this case, the Shareholder shall not submit the Original Form of Proxy.

(10) If a Shareholder has already returned the Original Form of Proxy in accordance with the instructions printed thereon, he/she/it should note that:

(i) if no revised form of proxy is returned by the Shareholder, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the Meeting (including the additional proposed resolutions as set out in the Supplemental Circular and this supplemental notice of the Meeting);

(ii) if the revised form of proxy is returned by the Shareholder at or before the Closing Time for CCASS Shareholders (for the case of CCASS Shareholders) or the Closing Time for Electing Shareholders (for the case of Electing Shareholders) in accordance with the instructions printed thereon, the revised form of proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed, and will revoke and supersede the Original Form of Proxy previously lodged by him/her/it; or

(iii) if the revised form of proxy is returned by the Shareholder after the Closing Time for CCASS Shareholders (for the case of CCASS Shareholders) or the Closing Time for Electing Shareholders (for the case of Electing Shareholders), the revised form of proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the Shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolutions properly put to the Annual General Meeting (including the additional proposed resolutions as set out in the Supplemental Circular and this supplemental notice of the Meeting).

  • AGM-3 -