Ferretti Group — Share Issue/Capital Change 2022

Apr 24, 2022

Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the prospectus dated March 22, 2022 (the “Prospectus”) issued by Ferretti S.p.A. (the “Company”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company 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.

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities of the Company.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

FERRETTIGROUP

Ferretti S.p.A.

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

(Stock Code: 09638)

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

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PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Sole Global Coordinator (on behalf of the International Underwriters) on Friday, April 22, 2022 in respect of an aggregate of 4,167,700 Shares (the “Over-allotment Shares”), representing approximately 4.99% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Over-allotment Shares will be allotted and issued by the Company at HK$22.88 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and Financial Reporting Council (“FRC”) transaction levy of 0.00015%), being the Offer Price per Share under the Global Offering. The Over-allotment Shares (as defined below) will be used to facilitate part of the delivery of the relevant Shares to Sunshine Insurance, the Cornerstone Investor who has agreed to accept delay delivery of the 12,537,000 Shares subscribed by it under the relevant Cornerstone Investment Agreement.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on April 24, 2022, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Further information in relation to the stabilization actions undertaken by China International Capital Corporation Hong Kong Securities Limited as the Stabilization Manager, or any person acting for it, during the stabilization period, is set out below.

PUBLIC FLOAT

The Company continues to comply with the public float requirement under Rule 8.08(1) of the Listing Rules.

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Sole Global Coordinator (on behalf of the International Underwriters) on Friday, April 22, 2022 in respect of an aggregate of 4,167,700 Shares, representing approximately 4.99% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Over-allotment Shares will be allotted and issued by the Company at HK$22.88 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and FRC transaction levy of 0.00015%), being the Offer Price per Share

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under the Global Offering. The Over-allotment Shares will be used to facilitate part of the delivery of the relevant Shares to Sunshine Insurance, the Cornerstone Investor who has agreed to accept delay delivery of the 12,537,000 Shares subscribed by it under the relevant Cornerstone Investment Agreement.

APPROVAL OF LISTING

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealings in the Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on Wednesday, April 27, 2022 (Hong Kong time).

USE OF PROCEEDS

The Company will receive additional net proceeds of approximately HK$91.54 million, after deduction of underwriting fees, commissions and other offering expenses payable by the Company in connection with the partial exercise of the Over-allotment Option, for 4,167,700 additional Shares to be issued and allotted upon the partial exercise of the Over-allotment Option. The Company intends to utilize the additional net proceeds on a pro rata basis for the purposes as set out in the section headed "Future Plans and Use of Proceeds" in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

Pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company announces that the stabilization period in connection with the Global Offering ended on Sunday, April 24, 2022, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.

The stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, the Stabilization Manager or any person acting for it, during the stabilization period are set out below:

(1) over-allocation of an aggregate of 12,537,000 Shares in the International Offering, representing 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;

(2) successive purchases of an aggregate of 8,369,300 Shares at the price of HK$22.85 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and FRC transaction levy of 0.00015%) on the market during the stabilization period, representing approximately 10.01% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, and the Stabilization Manager did not sell

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any of these Shares during the stabilization period. The last purchase made by the Stabilization Manager or any person acting for it, on the market during the course of the stabilization period was on April 22, 2022 at the price of HK$22.85 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and FRC transaction levy of 0.00015%); and

(3) the partial exercise of the Over-allotment Option by the Sole Global Coordinator (on behalf of the International Underwriters) on April 22, 2022, in respect of an aggregate of 4,167,700 Shares, representing approximately 4.99% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at HK$22.88 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and FRC transaction levy of 0.00015%), being the Offer Price per Share under the Global Offering, to facilitate part of the delivery of the relevant Shares to Sunshine Insurance, the Cornerstone Investor who has agreed to accept delay delivery of the 12,537,000 Shares subscribed for under the relevant Cornerstone Investment Agreement.

PUBLIC FLOAT

The Directors confirm that, immediately after the end of the stabilization period and the completion of the partial exercise of the Over-allotment Options, the issued share capital of the Company which are held by the public continues to satisfy the minimum percentage requirement of 25.0% as prescribed in Rule 8.08(1) of the Listing Rules.

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SHAREHOLDING STRUCTURE OF THE COMPANY UPON COMPLETION OF THE PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The shareholding structure of the Company immediately before and immediately after the completion of the allotment and issue of the Over-allotment Shares pursuant to the partial exercise of the Over-allotment Option is as follows:

	Immediately before the completion of the partial exercise of the Over-allotment Option		Immediately after the completion of the partial exercise of the Over-allotment Option
	Number of Shares	Approximate % of total issued share capital	Number of Shares	Approximate % of total issued share capital
FIH¹	215,769,229	64.541%	215,769,229	63.746%
F Investments¹	27,926,766	8.353%	27,926,766	8.251%
Sunshine Insurance	13,688,400	4.094%	13,688,400	4.044%
Sanya Development Holdings	9,581,900	2.866%	9,581,900	2.831%
Adtech²	7,621,201	2.280%	7,621,201	2.252%
Hainan Financial Holdings	7,186,400	2.150%	7,186,400	2.123%
Hainan Free Trade Port Fund	7,186,400	2.150%	7,186,400	2.123%
Haifa Holding¹	6,673,100	1.996%	6,673,100	1.971%
Butler	36,158	0.011%	36,158	0.011%
Other Public Shareholders	38,645,400	11.560%	42,813,100	12.649%
Total	334,314,954	100%	338,482,654	100%

Notes :
1. The Shares held by these Shareholders are not counted towards the public float of our Company.
2. Including the 618,400 Shares placed to IVM Technical Consultants Wien Gesellschaft m.b.H., a close associate of Adtech, in the International Offering.

By order of the Board

Ferretti S.p.A.

Mr. Alberto Galassi

Executive Director and Chief Executive Officer

Milan (Italy), April 24, 2022

As at the date of this announcement, the board of Directors of the Company comprises Mr. Alberto Galassi as executive Director; Mr. Tan Xuguang, Mr. Piero Ferrari, Mr. Xu Xinyu and Mr. Li Xinghao as non-executive Directors; and Mr. Hua Fengmao, Mr. Stefano Domenicali and Mr. Patrick Sun as independent non-executive Directors.