PRADA S.p.A. — Proxy Solicitation & Information Statement 2013

Apr 19, 2013

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 and ²

of

being the registered holder(s) of ³ _______ shares of EUR 0.10 each in the capital of PRADA S.p.A. (the “Company”), hereby appoint⁴ the authorized representative of Anglo Chinese Corporate Finance, Limited, the former Compliance Adviser of the Company for the first 200 proxy forms 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, or the authorized representative of Slaughter and May, the legal advisor of the Company for the second 200 proxy forms deposited as described above or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Shareholders’ General Meeting (the “Meeting”) (and at any adjournment thereof) of the Company to be held in Milan (Italy) at the Company’s registered office at Via A. Fogazzaro n. 28, on Thursday, May 23, 2013 at 12:00 noon CET time / 6:00 p.m. Hong Kong time on the following resolutions as indicated in the table below. In accordance with article 17.4 of the Company’s by-laws, persons entitled to attend and vote at the Shareholders’ General Meeting (including proxies) are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the registered office of Prada Asia Pacific Limited at 36/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong.

ORDINARY RESOLUTIONS	For ⁵	Against ⁵	Abstain⁵
1. (a) To approve the Audited Separate Financial Statements, which show a net income of Euro 288,296,583 and the Audited Consolidated Financial Statements of the Company for the year ended January 31, 2013;
(b) To approve the allocation of the net income for the year ended January 31, 2013 as follows: (i) Euro 4,786,769 to the legal reserve of the Company; (ii) Euro 230,294,160 to Shareholders as a final dividend, in particular to declare and distribute a final dividend of Euro/cents 9 per share to be paid on or about Thursday, June 20, 2013; (iii) Euro 53,215,654 to retained earnings.
2. To appoint Deloitte & Touche S.p.A. as the auditor (“revisore legale dei conti”) of the Company for a term of three financial years (financial year ending January 31, 2014 to financial year ending January 31, 2016), ending on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the auditor’s appointment and to approve its remuneration of Euro 472,000, for each financial year of its three-year term, for the provision to the Company of the audit of the Separate Financial Statements and the Consolidated Financial Statements, which is included in the overall annual remuneration of Euro 1,605,000 for Deloitte & Touche S.p.A. and its network in respect of provision of audit services to the Prada Group as a whole. The auditor’s annual remuneration shall be subject to adjustment in accordance with changes in relevant applicable laws or additional requirements for the audit services as well as the annual upward adjustment linked to index of ISTAT- the Italian National Institute for Statistics.

Signature⁶ ____ Dated this ____ day of _______ 2013

---

Notes:

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

(2) If the Shareholder is a company, full name of the company and legal address to be inserted in BLOCK CAPITALS.

(3) 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).

(4) If any proxy other than the authorized representative of Anglo Chinese Corporate Finance, Limited or the authorized representative of Slaughter and May is preferred, delete the words "the authorized representative of Anglo Chinese Corporate Finance, Limited, the former Compliance Adviser of the Company for the first 200 proxy forms 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, or the authorized representative of Slaughter and May, the legal advisor of the Company for the second 200 proxy forms deposited as described above 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 initialled 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.

(5) 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.

Please note that Anglo Chinese Corporate Finance, Limited and Slaughter and May will only vote on the three resolutions mentioned above in accordance with the express written instructions in a duly completed form of proxy from the relevant Shareholders. Slaughter and May are not be providing any legal or regulatory services to any of the Shareholders and there will not be any solicitor-client or fiduciary relationship between Slaughter and May and any Shareholders who appoint Slaughter and May as their proxy.

(6) 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.

(7) 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.

(8) 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.

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

(10) 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.