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Ferretti Group Proxy Solicitation & Information Statement 2026

Apr 24, 2026

6296_rns_2026-04-23_00bd0126-b744-4af7-884d-8924112a86e9.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made by Ferretti S.p.A. (the "Company") pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The following document of the Company was published on the website of eMarket SDIR in Italy in accordance with and in the manners set forth in the Consob Issuer's Regulation and in compliance with the provisions of the Instructions accompanying the Rules of the Markets organised and managed by Borsa Italiana S.p.A..

The posting of the document on the website of The Stock Exchange of Hong Kong Limited is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and compliance with Rule 13.10B of the Listing Rules, and not for any other purposes.

By order of the Board

Ferretti S.p.A.

Mr. Alberto Galassi

Executive Director and Chief Executive Officer

Hong Kong, 23 April 2026

As at the date of this announcement, the Board comprises Mr. Alberto Galassi and Mr. Tan Ning as executive Directors; Mr. Hao Qinggui, Mr. Piero Ferrari, Ms. Jiang Lan (Lansi) and Mr. Jin Zhao as non-executive Directors; and Mr. Patrick Sun, Mr. Stefano Domenicali and Ms. Zhu Yi as independent non-executive Directors.


Ferretti International Holding S.p.A.
Company with registered office in Milan, Via Alessandro Manzoni, 41
Subscribed and paid-up share capital: Euro 146,937,654.00
Tax code and registration number in the Milan Companies Register: 07739200967

To
Ferretti S.p.A.
Via Irma Bandiera n. 62
Cattolica (RN) – Italy

Milan, 19 April 2026

SUBJECT: FERRETTI S.P.A. SHAREHOLDERS' MEETING OF 14 MAY 2026 – FILING OF THE SLATE FOR THE ELECTION OF THE BOARD OF DIRECTORS AND RELEVANT RESOLUTIONS

The undersigned Ferretti International Holding S.p.A., a company with registered office in Milan, via Alessandro Manzoni, no. 41, registered in the Milan Companies’ Register under no. 07739200967, holder at the date of this document of no. 133,805,907 ordinary shares of Ferretti S.p.A. (hereinafter, the “Company” or “Ferretti”), representing 39.531% of the ordinary share capital.

The ownership of the minimum shareholding required by applicable law, the By-laws of Ferretti and the notice of call of the shareholders’ meeting referred to herein for the submission of slates and proposals on the items on the agenda is evidenced by the communication provided under Article 43 of the Bank of Italy-Consob Regulation on post-trading (Regulation of central counterparties, central securities depositories and centralized management of 13 August 2018, as amended) delivered to the Company by the authorized intermediaries within the terms set forth by the applicable law,

Having regard to

  • the notice of call of the Company’s ordinary general meeting convened in single call for 14 May 2026, to resolve on the appointment of the Company’s Board of Directors;
  • Article 19 of the Company’s By-laws;
  • the guidance on the quantitative and qualitative composition of the board of directors of Ferretti deemed as optimal approved by the Company’s board of directors and published on 24 February 2026 and the Diversity Policy of the Administrative and Audit Bodies referred to therein;

hereby submits

the following slate of candidates for appointment as members of the Board of Directors of the Company, prepared in accordance with applicable laws and regulations and the By-laws:

  1. Tan Ning(**), born in Shandong, China, on 28 November 1981, Tax Code TNANNG81S28Z210W, gender male;
  2. Patrick Sun(*), born in the Hong Kong Special Administrative Region of the People’s Republic of China, on 21 December 1958, Tax Code SNUPRC58T21Z221F, gender male;
  3. Stassi Anastassov, born in Pleven, Bulgaria, on 29 June 1961, Tax Code to be assigned, gender male;
  4. Zhang Xiaomei, born in Xinjiang, China, on 27 August 1985, Tax Code ZHNXMI85M67Z210O, gender female;
  5. Federica Marchionni(*), born in Civitavecchia (Rome), Italy, on 23 December 1971, Tax Code MRCFRC71T63C773D, gender female;
  6. Jin Zhao, born in Shandong, China, on 16 August 1985, Tax Code JNIZHA85M16Z210D, gender male;
  7. Zhu Yi(*), born in Xinjiang, China, on 31 December 1976, Tax Code ZHUYIX76T71Z210G, gender female;
  8. Donatella Sciuto(*), born in Varese, Italy, on 5 January 1962, Tax Code SCTDTL62A45L682A, gender female;
  9. Marina Berlinghieri(*), born in Pisogne (Brescia), Italy, on 13 September 1968, Tax Code BRLMRN68P53G710N, gender female.

() Identifies the candidate directors that meet the independence requirements set forth by the applicable law, the Company's By-laws and the Code of Corporate Governance.
(
*) Identifies the candidate directors for the office of Chair of the Board of Directors.

hereby submits

the following resolution proposals concerning the appointment of the members of the Board of Directors of the Company:

Proposal regarding the determination of the number of members of the Board of Directors (item 3.1 on the agenda):
The undersigned company proposes to determine in 9 (nine) the number of members of Ferretti’s Board of Directors.

Proposal regarding the determination of the term of office of the Board of Directors (item 3.2 on the agenda):
The undersigned company proposes to determine in 3 (three) financial years the term of office of the new Board of Directors and therefore up to the date of the Shareholders’ Meeting called to approve the financial statements for the financial year ending on 31 December 2028.

Proposal regarding the appointment of the Chair of the Board of Directors (item 3.4 on the agenda):
The undersigned company proposes to appoint Tan Ning as Chair of the Board of Directors of Ferretti.

Proposal regarding the determination of the remuneration of the members of the Board of Directors (item 3.5 on the agenda):
The undersigned company proposes to set at a yearly net amount of EUR 40,000.00 the total remuneration to be attributed to each member of the Board of Directors; such remuneration does not include the remuneration of the directors vested with particular offices.

Attached are:
- the certification issued by the authorized intermediary attesting to the ownership by the undersigned company of the minimum shareholding required by applicable law, the By-laws of Ferretti and the notice of call of the shareholders’ meeting referred to herein for the submission of slates and proposals on the items on the agenda;
- a declaration whereby each candidate accepts the candidacy and, if elected, the appointment for the office of director of the Company and certifies, under his/her own responsibility, the absence of grounds for ineligibility, disqualification or incompatibility, as well as compliance with the requirements prescribed by applicable laws and regulations, and, where applicable, compliance with the independence requirements referred to in Article 147-ter, paragraph 4, of Legislative Decree no. 58 of 24 February 1998, the independence requirements referred to in Section 3.13 of the Hong Kong Listing Rules and with the additional requirements set out in the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana S.p.A.;
- a curriculum vitae for each candidate containing exhaustive information on their personal and professional characteristics, together with a list of any directorships and control positions held in other companies or entities.

The undersigned company hereby requests that the Company attend to all formalities, including publication, relating to and/or connected with the filing of the slate and the proposed resolutions, within the timeframes and in the manner prescribed by the applicable laws and regulations in force.


Yours faithfully,

Ferretti International Holding S.p.A.

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Jin Zhao

3


SOCIETE GENERALE
Securities Services

Comunicazione ex artt. 43, 44 e 45 del Provvedimento Unico sul Post Trading

  1. Intermediario che effettua la comunicazione
ABI (conto MT) 03307 CAB 01722
Denominazione Societe Generale Securities Services S.p.A.
  1. Ultimo Intermediario, se diverso dal precedente
ABI CAB
denominazione
  1. data della richiesta (ggmmssaa)
15/04/2026 4. data di invio della comunicazione (ggmmssaa)
15/04/2026
  1. n.ro progressivo annuo

612584

  1. n.ro della comunicazione precedente

  2. causale

  3. nominativo del richiedente, se diverso dal titolare degli strumenti finanziari

UniCredit Spa

  1. titolare degli strumenti finanziari:
cognome o denominazione FERRETTI INTERNATIONAL HOLDING SPA
nome
codice fiscale o LEI 07739200967
comune di nascita provincia di nascita
data di nascita (ggmmssaa) nazionalità
Indirizzo o sede legale VIA ALESSANDRO MANZONI 41
città 20121 MILANO MI Stato
  1. strumenti finanziari oggetto di comunicazione:
ISIN o Cod. interno IT0005383291
denominazione FERRETTI
  1. quantità strumenti finanziari oggetto di comunicazione:
133.759.207,00
  1. vincoli o annotazioni sugli strumenti finanziari oggetto di comunicazione
natura
Beneficiario vincolo
---
  1. data di riferimento (ggmmssaa)
10/04/2026
  1. termine di efficacia
19/04/2026
  1. diritto esercitabile
DEP
  1. note

Certificazione di possesso per la presentazione delle liste per il Consiglio di Amministrazione e per il Collegio Sindacale e proposte di deliberazione relative alla nomina del Consiglio di Amministrazione e del Collegio Sindacale

Firma dell'Intermediario

Carlo Alessandro
Digitally signed by Carlo Alessandro
Date: 2026.04.15 17:05:45 +02'00'

  1. Sezione riservata all'Emittente (solo per Comunicazioni ai sensi dell'art. 44 del Provvedimento)

Data della rilevazione nell'Elenco

Causale rilevazione: Iscrizione Maggiorazione n. voti [2] Cancellazione
Numero voti (NV) incrementali al 3V- gg.mm.aaaa 4V- gg.mm.aaaa 5V- gg.mm.aaaa
6V- gg.mm.aaaa 7V- gg.mm.aaaa 8V- gg.mm.aaaa 9V- gg.mm.aaaa 10V - gg.mm.aaaa

Per informazioni sui diritti voto esercitabili rivolgersi a:

Motivazione della cancellazione o del rifiuto di iscrizione

Firma dell'Emittente


To

Via Irma Bandiera, 62

Cattolica (RN)

Italy

16 April 2026

Subject: Acceptance of candidacy and appointment for the office of director of Ferretti S.p.A. ("Ferretti" or the "Company") and certification of the absence of grounds for ineligibility, disqualification and incompatibility, as well as confirmation of compliance with the independence requirements set out in Article 148, paragraph 3, of Legislative Decree no. 58 of 24 February 1998 (the "CFA"), as referred to in Article 147-ter, paragraph 4, of the CFA, and in the Corporate Governance Code

The undersigned Tan Ning, born in Shandong China, on 28 November 1981, tax code TNANNG81S28Z210W, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

ACCEPTS

the aforementioned candidacy and as of now, if elected, the office of director and Chair of the board of directors of Ferretti and, therefore, under his/her own responsibility and for all legal purposes

ACKNOWLEDGES

  • Ministerial Decree no. 162 of 30 March 2000, as referred to in Articles 147-quinquies, para. 1, and 148, para. 4, of the CFA;
  • Article 148, para. 3, CFA, as referred to in Articles 147-ter, para. 4, CFA and Article 2, Recommendation 7, of the Italian Corporate Governance Code as approved by the Corporate Governance Committee ("Corporate Governance Code");
  • The applicable laws, regulations and the Company's By-laws currently in force

HEREBY DECLARES AND CERTIFIES

pursuant to Articles 46 and 47 of the Presidential Decree no. 445 of 28 December 2000, as at the date hereof, at his/her own responsibility and acknowledging that, according to Article 76 of the same Presidential Decree no. 445 of 28 December 2000, mendacious declarations, misrepresentations, documents and the use of false documents or of documents containing incorrect information constitute an offence pursuant to the Italian Criminal Code and special laws on the subject

  • the absence of grounds for ineligibility, disqualification or incompatibility to hold the office of director of Ferretti, as well as compliance with the requirements prescribed by applicable law and Ferretti's By-laws to hold this office. In particular:

(a) that he/she has not been proposed in any other slate for the appointment to the role of director of Ferretti;

(b) the absence of grounds for ineligibility and disqualification set out in Article 2382 of the Italian Civil Code, and no grounds for disqualification from the office of director adopted in any Member State of the European Union;

(c) to be in possession of the requisites of honorability for the appointment of the office of statutory auditor in listed companies, as set out in Article 148, para. 4, of the CFA and in Article 2 of the Ministerial Decree no. 162 of 30 March 2000, as referred to in Article 147-quinquies, para. 1, of the CFA;

(d) not to be a shareholder with unlimited liability in any company competing with Ferretti, not to carry out on his/her own behalf or on behalf of third parties activities competing with those carried out by Ferretti and not to hold the office of director or general manager in any company competing with Ferretti, pursuant to and for the purposes of Article 2390 of the Civil Code;

(e) that he/she is able to dedicate the necessary time to effectively and diligently carry out his/her duties as a director of Ferretti;

  • ☐ to be X☐ not to be

in compliance with the independence requirements set out in Article 148, paragraph 3, of the CFA, as referred to in Article 147-ter, paragraph 4, of the CFA;

  • ☐ to be X☐ not to be

in compliance with the independence requirements set out in the Corporate Governance Code;

in compliance with the independence requirements set out in section 3.13 of the Hong Kong Listing Rules).

The undersigned undertakes, if requested, to provide appropriate documentation to confirm the accuracy of the information declared herein, and to promptly notify the Company’s board of directors of any subsequent change in the information provided with this declaration.

The undersigned attaches to this copy of his/her ID, curriculum vitae (which contains exhaustive information on his/her personal and professional characteristics and attaches the list of management and supervisory positions currently held in other companies), and authorise its publication by the applicants and by the Company in accordance with applicable laws and regulations.

The undersigned also authorizes the processing of his/her personal data collected in accordance with applicable laws and regulations for the purposes related to the procedure for which this declaration is made.

Yours faithfully,

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Attachments:

  • Curriculum vitae
  • List of management and supervisory positions held in other companies, updated on the date of this declaration

Annex

List of management and supervisory positions in other companies

2018 – present Director of Ferretti Asia (Zhuhai) Co., Ltd.

TAN NING RENEWAL

Chairman of the Board of Directors

LOCATION: Italy/China

LANGUAGES: Chinese

(Native), English (Fluent)

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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.

Nationality CN
Gender M
Age (as at May, 2026) 44
Tenure on Ferretti Board 1

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

To

Via Irma Bandiera, 62

Cattolica (RN)

Italy

14, April 2026

Subject: Acceptance of candidacy and appointment for the office of director of Ferretti S.p.A. ("Ferretti" or the "Company") and certification of the absence of grounds for ineligibility, disqualification and incompatibility, as well as confirmation of compliance with the independence requirements set out in Article 148, paragraph 3, of Legislative Decree no. 58 of 24 February 1998 (the "CFA"), as referred to in Article 147-ter, paragraph 4, of the CFA, and in the Corporate Governance Code

The undersigned Patrick Sun, born in Hong Kong, on 21st December, 1958, tax code SNUPRC58T21Z221F, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

ACCEPTS

the aforementioned candidacy and as of now, if elected, the office of director of Ferretti and, therefore, under his/her own responsibility and for all legal purposes

ACKNOWLEDGES

  • Ministerial Decree no. 162 of 30 March 2000, as referred to in Articles 147-quinquies, para. 1, and 148, para. 4, of the CFA;
  • Article 148, para. 3, CFA, as referred to in Articles 147-ter, para. 4, CFA and Article 2, Recommendation 7, of the Italian Corporate Governance Code as approved by the Corporate Governance Committee ("Corporate Governance Code");
  • The applicable laws, regulations and the Company's By-laws currently in force

HEREBY DECLARES AND CERTIFIES

pursuant to Articles 46 and 47 of the Presidential Decree no. 445 of 28 December 2000, as at the date hereof, at his/her own responsibility and acknowledging that, according to Article 76 of the same Presidential Decree no. 445 of 28 December 2000, mendacious declarations, misrepresentations, documents and the use of false documents or of documents containing incorrect information constitute an offence pursuant to the Italian Criminal Code and special laws on the subject

  • the absence of grounds for ineligibility, disqualification or incompatibility to hold the office of director of Ferretti, as well as compliance with the requirements prescribed by applicable law and Ferretti's By-laws to hold this office. In particular:

(a) that he/she has not been proposed in any other slate for the appointment to the role of director of Ferretti;

(b) the absence of grounds for ineligibility and disqualification set out in Article 2382 of the Italian Civil Code, and no grounds for disqualification from the office of director adopted in any Member State of the European Union;

(c) to be in possession of the requisites of honorability for the appointment of the office of statutory auditor in listed companies, as set out in Article 148, para. 4, of the CFA and in Article 2 of the Ministerial Decree no. 162 of 30 March 2000, as referred to in Article 147-quinquies, para. 1, of the CFA;

(d) not to be a shareholder with unlimited liability in any company competing with Ferretti, not to carry out on his/her own behalf or on behalf of third parties activities competing with those carried out by Ferretti and not to hold the office of director or general manager in any company competing with Ferretti, pursuant to and for the purposes of Article 2390 of the Civil Code;

(e) that he/she is able to dedicate the necessary time to effectively and diligently carry out his/her duties as a director of Ferretti;

☑ to be
☐ not to be

in compliance with the independence requirements set out in Article 148, paragraph 3, of the CFA, as referred to in Article 147-ter, paragraph 4, of the CFA;

☑ to be
☐ not to be

in compliance with the independence requirements set out in the Corporate Governance Code

in compliance with the independence requirements set out in section 3.13 of the Hong Kong Listing Rules).

The undersigned undertakes, if requested, to provide appropriate documentation to confirm the accuracy of the information declared herein, and to promptly notify the Company’s board of directors of any subsequent change in the information provided with this declaration.

The undersigned attaches to this copy of his/her ID, curriculum vitae (which contains exhaustive information on his/her personal and professional characteristics and attaches the list of management and supervisory positions currently held in other companies), and authorise its publication by the applicants and by the Company in accordance with applicable laws and regulations.

The undersigned also authorizes the processing of his/her personal data collected in accordance with applicable laws and regulations for the purposes related to the procedure for which this declaration is made.

Patricia


Attachments:

  • Curriculum vitae

  • List of management and supervisory positions held in other companies, updated on the date of this declaration

Annex

List of management and supervisory positions in other companies

Listed Companies

Name Country of incorporation Nature of appointment
Kunlun Energy Co. Ltd. Bermuda Independent non-executive Director
Austasia Group Limited Singapore Independent non-executive Director
Voyah Automotive Technology Co., Ltd. China Independent non-executive Director

PATRICK SUN RENEWAL

Independent Non-Executive Director

LOCATION: Hong Kong

LANGUAGES: Chinese

(Native),

English (Fluem)

img-4.jpeg

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.

Nationality GB/CN
Gender M
Age (as at May, 2026) 67
Tenure on Ferretti Board 4

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

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

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 and
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

To

Italy

18 April 2026

The undersigned Stassi Anastassov, born in Pleven, Bulgaria, on 29.06.1961, tax code to be assigned, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

the aforementioned candidacy and as of now, if elected, the office of director of Ferretti and, therefore, under his/her own responsibility and for all legal purposes

☐ to be ☑ not to be

☐ to be ☑ not to be

in compliance with the independence requirements set out in the Corporate Governance Code

The undersigned attaches to this copy of his/her ID, curriculum vitae (which contains exhaustive information on his/her personal and professional characteristics and attaches the list of management and supervisory positions currently held in other companies), and authorise its publication by the applicants and by the Company in accordance with applicable laws and regulations.

img-5.jpeg

18 April 2026


  • Curriculum vitae

  • List of management and supervisory positions held in other companies, updated on the date of this declaration

Stassi Anastassov

Annex

2020 – Present JS Global Lifestyle, Independent Non-Executive Director
2015 – Present Better Shelter, Lead Board Member
2015 – Present NEO Silver (France), Advisor / Board Member

STASSI ANASTASSOV NEW
Director
LOCATION: Switzerland
LANGUAGES: Bulgarian (Native), English, French, Swedish (Fluent)

img-6.jpeg

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.

Nationality
SE&CH
Gender
M
Age (as at May, 2026)
64
Tenure on Ferretti Board
New

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

EDUCATION

B.A. in Business Administration & International Management, UPPSALA UNIVERSITY

To

Italy

17 April 2026

The undersigned Zhang Xiaomei, born in Xinjiang China, on 27 August 1985, tax code ZHNXMI85M67Z210O, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

in compliance with the independence requirements set out in the Corporate Governance Code;

7


  • Curriculum vitae
  • List of management and supervisory positions held in other companies, updated on the date of this declaration

Annex

2025 – present KION Group AG, Supervisory Board Member

ZHANG XIAOMEI NEW
Director

LOCATION: Italy/China
LANGUAGES: Chinese (Native), English (Fluent)

img-7.jpeg

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.

Nationality CN
Gender F
Age (as at May, 2026) 40
Tenure on Ferretti Board New

PROFESSIONAL EXPERIENCES

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

To

Italy

11, April 2026

The undersigned Federica Marchionni, born in Civitavecchia (Rome, Italy), on 23/12/1971, tax code MRCFRC71T63C773D, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

  • x to be ☐ not to be

  • x to be ☐ not to be

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Annex

NA

FEDERICA MARGHIONNI

Independent Non-Executive Director

NEW

LOCATION: Italy

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

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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.

Nationality IT

Gender F

Age (as at May, 2026) 54

Tenure on Ferretti Board New

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)

OTHER POSITIONS

Present Advisor at Re&Up Technology

1995 Master Degree in Business Administration (Summa cum laude), UNIVERSITÀ DI ROMA LA SAPIENZA

17, April 2026

The undersigned Jin Zhao, born in Shandong, China, on 16 August 1985, tax code JNIZHA85M16Z210D, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

☐ to be  X☐ not to be

☐ to be  X☐ not to be

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Annex

2025 - present Weichai Power (Luxembourg) Holding S.à r.l., Chairman of the Board of Directors
2025 - present Ferretti International Holding S.p.A., Chairman of the Board of Directors
2025 - present Power Solutions International, Inc, Director
2025 - present Weichai Holding Group Co., Ltd., Deputy General Manager

JIN ZHAO RENEWAL
Director
LOCATION: China
LANGUAGES: Chinese
(Native), English (Fluent)

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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.

Nationality CN
Gender M
Age (as at May, 2026) 40
Tenure on Ferretti Board 1

Weichai Holding Group Co., Ltd.

2025 - present Deputy General Manager; General Manager in the European Region and Chief Representative for European Power Business

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

OTHER POSITIONS

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.

EDUCATION

2005 Bachelor’s Degree in Thermal Energy and Power Engineering, HARBIN INSTITUTE OF TECHNOLOGY

17 April 2026

The undersigned Zhu Yi, born in Xinjiang, China, on December 31, 1976, tax code ZHUYIX76T71Z210G, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

☑ to be ☐ not to be

☑ to be ☐ not to be

朱奎

****

Attachments:

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

ZHU YI RENEWAL
Independent Non-Executive Director
LOCATION: Shanghai, China
LANGUAGES: Chinese (Native), English (Fluent)

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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.

Nationality HK/CN
Gender F
Age (as at May, 2026) 49
Tenure on Ferretti Board 2

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

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

1998 Bachelor's Degree in Economics, SHANGHAI UNIVERSITY OF FINANCE AND ECONOMICS
2001 Master's Degree in Finance, SHANGHAI UNIVERSITY OF FINANCE AND ECONOMICS

Milano, April 10, 2026

The undersigned Donatella Sciuto, born in Varese, on January 5, 1962, tax code SCTDTL62A45L682A, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

  • X to be ☐ not to be

  • X to be ☐ not to be

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Annex
List of management and supervisory positions in other companies

2025 – 2028 Member of the Board of Directors of Tech Europe Foundation
2025 – 2028 Member of the Board of Directors of Dassault Systèmes (listed company in France)
2024 – 2027 Member of the Board of Directors of Fondazione TOG
2023 – 2028 Member of the Board of Directors of Biblioteca Europea di Informazione e Cultura (BEIC)
2023 – 2026 Member of the Board of Directors of Fondazione TIM
2023 – 2027 Member of the Board of Directors of Fondazione Corriere
2023 – 2028 President of the Supervisory Board of Politecnico di Milano as Rector
2023 – 2027 Member of the Board of Directors of Fondazione Anthem
2022 – 2026 Member of the board of directors of Centro Nazionale di Ricerca in High-Performance Computing, Big Data and Quantum Computing (Fondazione ICSC)
2020 – 2027 Member of the Board of F.I.L.A. SpA (listed company in Italy)
2013 – 2028 Board of Governors (Consiglio Superiore) Bank of Italy

DONATELLA SCIUTO NEW
Independent Non-Executive Director

LOCATION: Milano, Italy
LANGUAGES: Italian (Native), French, English (Fluent)

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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.

Nationality IT
Gender F
Age (as at May, 2026) 64
Tenure on Ferretti Board New

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

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

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

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
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

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

13, April 2026

The undersigned Marina Berlinghieri, born in Pisogne - BS, on 13.09.1968, tax code BRLMRN68P53G710N, having been invited to stand on the slate that the shareholder Ferretti International Holding S.p.A. ("FIH") intends to submit for the office of director to the ordinary general meeting of Ferretti, convened in single call for 14 May 2026 to resolve, inter alia, on the appointment of the Board of Directors, hereby:

the aforementioned candidacy and as of now, if elected, the office of director of Ferretti and, therefore, under her own responsibility and for all legal purposes

(a) that she has not been proposed in any other slate for the appointment to the role of director of Ferretti;

(d) not to be a shareholder with unlimited liability in any company competing with Ferretti, not to carry out on her own behalf or on behalf of third parties activities competing with those carried out by Ferretti and not to hold the office of director or general manager in any company competing with Ferretti, pursuant to and for the purposes of Article 2390 of the Civil Code;

(e) that she is able to dedicate the necessary time to effectively and diligently carry out his/her duties as a director of Ferretti;

  • ☑ to be ☐ not to be

  • ☑ to be ☐ not to be

The undersigned attaches to this copy of her ID, curriculum vitae (which contains exhaustive information on his/her personal and professional characteristics and attaches the list of management and supervisory positions currently held in other companies), and authorise its publication by the applicants and by the Company in accordance with applicable laws and regulations.

haui Poutjh

****

  • Curriculum vitae

N/A

MARINA BERLINGHIERI NEW
Director
LOCATION: Milano, Italy
LANGUAGES: Italian (Native), French, English (Fluent)

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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.

Nationality IT
Gender F
Age (as at May, 2026) 57
Tenure on Ferretti Board New

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)
2014–2022 Honorary President of Sino Innovation Institute Milano

1996 Bachelor in Religious Studies (Magistero in Scienze Religiose), UNIVERSITÀ CATTOLICA DEL SACRO CUORE
1987 Classical High School Diploma, LICEO CLASSICO “DECIO CELERI”