PRADA S.p.A. — Proxy Solicitation & Information Statement 2018

Mar 23, 2018

PRADA S.p.A.

Via A. Fogazzaro n. 28, 20135 Milan, Italy
Registry of Companies of Milan, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock Code: 1913)

PROXY FORM

I/We¹ 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 Slaughter and May, the legal advisor 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 Anglo Chinese Corporate Finance, Limited, the former Compliance Adviser 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 Antonio Fogazzaro n. 28, on Friday, April 27, 2018 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		For⁵	Against⁵	Abstain⁵
1.	To approve the Audited Separate Financial Statements, which show a net income of Euro 161,553,965 and the Audited Consolidated Financial Statements of the Company for the 11-month period from February 1, 2017 to December 31, 2017 (the “2017 Financial Year”) together with the Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditor.
2.	To approve the distribution of Euro 191,911,800 to the shareholders, in the form of a final dividend of Euro/cents 7.5 per share to be paid on Wednesday, May 23, 2018. The total amount to be distributed comprises: (i) Euro 161,553,965 which represent the net income of the Company for the 2017 Financial Year and (ii) Euro 30,357,835 which represent a utilization of retained earnings of the Company.
3.	To approve that the Board of Directors will consist of nine Directors and will be appointed for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Directors’ office.
4.	To elect Mr. Carlo MAZZI as a Director of the Company.
5.	To elect Ms. Miuccia PRADA BIANCHI as a Director of the Company.
6.	To elect Mr. Patrizio BERTELLI as a Director of the Company.

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ORDINARY RESOLUTIONS		For^{#}	Against^{#}	Abstain^{#}
7.	To elect Ms. Alessandra COZZANI as a Director of the Company.
8.	To elect Mr. Stefano SIMONTACCHI as a Director of the Company.
9.	To elect Mr. Maurizio CEREDA as an Independent Non-Executive Director of the Company.
10.	To elect Mr. Gian Franco Oliviero MATTEI, who has served for almost 9 years, as an Independent Non-Executive Director of the Company.
11.	To elect Mr. Giancarlo FORESTIERI, who has served for more than 9 years, as an Independent Non-Executive Director of the Company.
12.	To elect Mr. Sing Cheong LIU as an Independent Non-Executive Director of the Company.
13.	To elect Mr. Carlo MAZZI as Chairman of the Board of Directors.
14.	To approve the aggregate basic remuneration of the Board of Directors for its three-year term in the amount of Euro 450,000 per year.
15.	To elect Mr. Antonino PARISI as effective member of the Board of Statutory Auditors of the Company for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office.
16.	To elect Mr. Roberto SPADA as effective member of the Board of Statutory Auditors of the Company for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office.
17.	To elect Mr. David TERRACINA as effective member of the Board of Statutory Auditors of the Company for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office.
18.	To elect Ms. Stefania BETTONI as alternate statutory auditor of the Company for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office.
19.	To elect Mr. Cristiano PROSERPIO as alternate statutory auditor of the Company for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office.
20.	To approve the aggregate remuneration of the Board of Statutory Auditors for its three-year term in the amount of Euro 130,000 per year.

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	POSSIBLE ALTERNATIVE RESOLUTION IN THE EVENT THAT NONE OF THE RESOLUTIONS 15, 16 AND 17 ABOVE RECEIVES THE HIGHEST NUMBER OF VOTES^{a}	For^{a}	Abstain^{a}
21.	To elect as Chairman of the Board of Statutory Auditors for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office:	Mr. Antonino PARISI
Mr. Roberto SPADA
Mr. David TERRACINA
22.	To elect as Chairman of the Board of Statutory Auditors for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office:	Mr. Antonino PARISI
Mr. Roberto SPADA
23.	To elect as Chairman of the Board of Statutory Auditors for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office:	Mr. Antonino PARISI
Mr. David TERRACINA
24.	To elect as Chairman of the Board of Statutory Auditors for a term of three financial years, expiring on the date of the shareholders’ general meeting called to approve the financial statements for the last year of the Board of Statutory Auditors’ office:	Mr. Roberto SPADA
Mr. David TERRACINA

Signature$^{7}$ ________ Dated this ________ day of ___________ 2018

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).

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(4) If any proxy other than the authorized representative of Slaughter and May or the authorized representative of Anglo Chinese Corporate Finance, Limited is preferred, delete the words "the authorized representative of Slaughter and May, the legal advisor 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 Anglo Chinese Corporate Finance, Limited, the former Compliance Adviser 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) If you wish to vote using all of your shares, please indicate with a “√” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If you wish to vote using part of your shares, please state the relevant number of shares you would like to use for voting, (a) in the relevant boxes under “For”, “Against” or “Abstain” (applicable to resolutions 1 to 20) and (b) in the relevant boxes beside the name of each candidate or under “Abstain” (applicable to possible resolutions 21 to 24), to indicate how you wish the proxy to vote on your behalf on a poll. Votes abstained will be counted in the calculation of the required majority. If this form is returned duly signed, but without any indication, the proxy (other than Slaughter and May or Anglo Chinese Corporate Finance, Limited) will vote for or against the resolution or will abstain, at his/her discretion. Where a “√” is indicated in more than one space beside a resolution, the vote for that resolution will be void and will not be counted in the calculation of the required majority.

Please note that Slaughter and May and Anglo Chinese Corporate Finance, Limited will only vote on the 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 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) According to Article 25.6 of the Company's by-laws, there will be a separate vote for Chairman of the Board of Statutory Auditors if there is a tie for the highest number of votes under resolutions 15, 16 and 17. Only one of the possible alternative resolutions 21, 22, 23 and 24 will be proposed to the Meeting and which one is used (if any) will depend on the outcome of resolutions 15, 16 and 17.

(7) 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.

(8) 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.

(9) 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 by a notary public, 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 12:00 noon CET time or 6:00 p.m. Hong Kong time on April 25, 2018, being 48 hours before the time for holding the Meeting.

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

(11) The chairman of the Meeting will demand a poll on each of the resolutions submitted for determination at the Meeting (regarding resolutions 21 to 24, please also refer to note 6 above). On a poll, every shareholder 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 The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.pradagroup.com following the Meeting.