PRADA S.p.A. — Proxy Solicitation & Information Statement 2012

Apr 19, 2012

PRADA S.p.A.
Via A. Fogazzaro n. 28, Milan
Registry of Companies Milan, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock Code: 1913)

PROXY FORM

I/We,¹
of
being the registered holder(s) of ² shares of EUR0.10 each in the capital of PRADA S.p.A.
(the "Company"), hereby appoint³ the authorized representative of Anglo Chinese Corporate Finance, Limited, the Compliance
Adviser of the Company or
of
as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (the "Meeting") (and at any
adjournment thereof) of the Company to be held at Four Seasons Hotel, Grand Ballroom, Level 2, 8 Finance Street, Central, Hong
Kong on Tuesday, May 22, 2012 at 4:00 p.m. Hong Kong time (10:00 a.m. CET time) on the following resolutions as indicated
below:

ORDINARY RESOLUTIONS	For ⁴	Against ⁴
1. To approve the Audited Separate Financial Statements, which show a net income of Euro 238,998,883, and the Audited Consolidated Financial Statements of the Company for the year ended January 31, 2012 and to receive the Reports of the Directors, the Statutory Auditors and the External Auditor; related and ensuing resolutions.
2. (a) To approve the allocation of the net income for the year ended January 31, 2012 as follows: (i) Euro 11,949,944 to the legal reserve of the Company; (ii) Euro 127,941,200 to Shareholders as final dividend; (iii) Euro 99,107,739 to retained earnings;
(b) To declare and distribute before July 31, 2012 a final dividend of Euro/cents 5 per share; related and ensuing resolutions.
3. (a) To approve that the Board will consist of nine Directors and will be appointed for a term of three financial years, ending on the date of the shareholders' meeting called to approve the financial statements for the last year of the Board office;
(b) To re-elect Ms. Miuccia PRADA BIANCHI as Director;
(c) To re-elect Mr. Patrizio BERTELLI as Director;
(d) To re-elect Mr. Carlo MAZZI as Director;
(e) To re-elect Mr. Donatello GALLI as Director;
(f) To re-elect Mr. Marco SALOMONI as Director;
(g) To re-elect Mr. Gaetano MICCICHÈ as Director;
(h) To re-elect Mr. Gian Franco Oliviero MATTEI as Director;
(i) To re-elect Mr. Giancarlo FORESTIERI as Director;
(j) To re-elect Mr. Sing Cheong LIU as Director; and
(k) To elect Ms. Miuccia PRADA BIANCHI as Chairperson of the Board.
4. To approve the aggregate compensation of the Directors for each financial year of their three years term in the overall amount of Euro 2,700,000 per year, of which: Euro 360,000 will be Directors' fees, Euro 2,180,000 will be additional fees to be paid to Executive Directors and Euro 160,000 will be fees for members of the Board's committees.
5. (a) To elect the following persons as members of the board of statutory auditors of the Company for a term of three financial years, ending on the date of the shareholders' meeting called to approve the financial statements for the last year of the board of statutory auditors' office;
(b) To re-elect Mr. Antonino PARISI as statutory auditor;
(c) To elect Mr. Roberto SPADA as statutory auditor;
(d) To elect Mr. David TERRACINA as statutory auditor;
(e) To re-elect Mr. Marco SERRA as alternate statutory auditor;

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ORDINARY RESOLUTIONS	For 4	Against 4
(f) To elect Mr. Cristiano PROSERPIO as alternate statutory auditor; and
(g) To elect Mr. Antonino PARISI as the Chairperson of the board of statutory auditors.
6. To approve the aggregate compensation for the board of statutory auditors for each financial year of their three years term in the overall amount of Euro 130,000 per year.

Signature⁵ _____ Dated this ____ day of ______ 2012

Notes:

(1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

(2) Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

(3) If any proxy other than the authorized representative of Anglo Chinese Corporate Finance, Limited, the Compliance Adviser of the Company, is preferred, delete the words "the authorized representative of Anglo Chinese Corporate Finance, Limited, the Compliance Adviser of the Company, or" and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the person(s) who signs it. 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 your proxy. For example, it is not possible to appoint the Chairman of the Meeting as your proxy.

(4) Please indicate with an "✓" in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain, at his/her discretion.

(5) This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

(6) In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.

(7) To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, shall be deposited with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 48 hours before the time for holding the Meeting.

(8) A proxy need not be a Shareholder of the Company but must attend the Meeting in person to represent you.

(9) The chairman of the Meeting will demand a poll on each of the questions submitted for determination at the Meeting. On a Poll, every member present in person or by a duly authorised corporate representative or by proxy shall have one vote for every share held by him/her. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.pradagroup.com following the Meeting.