PRADA S.p.A. — Proxy Solicitation & Information Statement 2020

Apr 22, 2020

PRADA S.p.A.

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

PROXY FORM

I/We,¹ and²

of

being the registered holder(s) of³

shares of EUR 0.10 each in the capital of PRADA S.p.A. (the “Company”), hereby appoint⁴ the “exclusive proxyholder of all shareholders” – designated by the Company in accordance with the applicable provision of Italian law, i.e. Slaughter and May – as my/our proxy to attend and vote for me/us and on my/our behalf at the Shareholders’ General Meeting of the Company (and at any adjournment thereof) to be held on Tuesday, May 26, 2020 at 12:00 noon CET time/6:00 p.m. Hong Kong time (the “Meeting”), on the following resolutions as indicated in the table below:

ORDINARY RESOLUTIONS		For⁵	Against⁵	Abstain⁵
1.	To approve the Audited Separate Financial Statements which show a net income of Euro 249,027,388 and the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2019 together with the Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditor.
2.	To approve the allocation of the net income of the Company, for the year ended December 31, 2019, as follows: (i) Euro 51,176,480 to the extraordinary reserves of the Company; and (ii) Euro 197,850,908 to the retained earnings of the Company.

Signature⁶

Dated this __ day of ______ 2020

This proxy form shall either 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 or sent via email to prada.eproxy@computershare.com.hk, in each case, by no later than 12:00 noon CET time or 6:00 p.m. Hong Kong time on May 24, 2020, being 48 hours before the time for holding the Meeting⁷.

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Notes:

(1) Full name(s) and address(es) of the shareholder(s) 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) In accordance with the Law Decree adopted by the Italian Government on March 17, 2020 n. 18, published in the Italian Official Gazette, ordinary series, of March 17, 2020 n. 70, regarding measures to mitigate the spread of the COVID-19 health emergency, which introduced - among other things - some exceptional provisions applicable to joint stock companies incorporated in Italy, the Company has resolved to appoint at its Shareholders' General Meeting the "exclusive proxyholder of all shareholders", so designating "Slaughter and May", as such "exclusive proxyholder of all shareholders"; therefore physical attendance of its Shareholders at the said meeting will not be allowed.

As a result, Shareholders entitled to attend and vote at the Shareholders' General Meeting will only be able to be represented and vote by submitting a proxy form in advance of the Shareholders' General Meeting so appointing "Slaughter and May" the "exclusive proxyholder of all shareholders", to act as their 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 in the relevant boxes under “For”, “Against” or “Abstain”, 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. Where a “√” is indicated in more than one of the boxes under “For”, “Against” or “Abstain” for 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 the "exclusive proxyholder of all shareholders", i.e. Slaughter and May, will only vote on the resolution mentioned above in accordance with the express written instructions in a duly completed form of proxy from the relevant Shareholders. Therefore, if this form is returned duly signed, but without any indication, Slaughter and May will not vote on the resolutions. 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) 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. Any alteration made to this form of proxy must be initialed by the person(s) who signs it.

(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 certified copy of such power of attorney or authority by a notary public, shall either 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 or sent via email to prada.eproxy@computershare.com.hk, in each case, by no later than 12:00 noon CET time or 6:00 p.m. Hong Kong time on May 24, 2020, being 48 hours before the time for holding the Meeting.

(8) In the case of joint holders, the vote of the senior who tenders a vote (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) The Chairman of the Meeting will demand a poll on each of the resolutions submitted for determination at the Meeting. On a poll, every Shareholder, as represented by the 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.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy and your voting instructions for the Meeting of the Company (the 'Purposes'). If you fail to provide sufficient and accurate information, we may not be able to process your instructions. We may transfer your name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for the Purposes, and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance, and any such request should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
By email to: hkinfo@computershare.com.hk