PRADA S.p.A. — Proxy Solicitation & Information Statement 2023

Mar 23, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

PRADA S.p.A.

Registered office at Via A. Fogazzaro n. 28, 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)

VOLUNTARY ANNOUNCEMENT

Notice of Call of the Shareholders' General Meeting

This announcement is made on a voluntary basis to make available to all shareholders of PRADA S.p.A. (the "Company") the information that the Company is required to publish in accordance with the Italian law and the Company's by-laws within thirty days before the date of the annual Shareholders' General Meeting. The information and documentation that the Company must make available to its shareholders for the annual Shareholders' General Meeting according to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") will be published and dispatched in due course.

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The Shareholders' Meeting of Prada S.p.A. ("Prada" or the "Company") is convened in a single call for Thursday, April 27, 2023 at 12:00 p.m., CET time (corresponding to 6:00 p.m., Hong Kong time) (the "Meeting"), to discuss and resolve on the following:

AGENDA

Extraordinary part

1. Approval of the amendments to the By-laws.

Ordinary part

1. Presentation of the Separate Financial Statements of Prada S.p.A. as of December 31, 2022 and Consolidated Financial Statements as of December 31, 2022, together with the Reports of the Directors, the Board of Statutory Auditors and the Independent Auditors: approval of Separate Financial Statements of Prada S.p.A as of December 31, 2022 and Consolidated Financial Statements as of December 31, 2022.

2. Allocation of net income for the year ended December 31, 2022 and dividend distribution.

3. Appointment of the Chairman of the Board of Directors.

4. Confirmation of the appointment of the two previously co-opted board members.

5. Resolutions required under Rule 13.68 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited regarding certain terms and conditions under the agreement entered into by and between the Company and the Chief Executive Officer.

6. Determination of compensation for members of the Board of Directors.

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Participation and representation in the Meeting

As permitted by the emergency regulations set forth in Article 106 of Decree Law, 2020, No. 18 of March 17, 2020, converted with amendments by Law No. 27 of April 24, 2020, as last confirmed by Decree Law No. 198 of December 29, 2022, converted with amendments by Law No. 14 of February 24, 2023, any person entitled to attend and vote at the Shareholders' Meeting may submit questions and vote only by audio/video link via special online platform (the "Platform"), in accordance with the provisions of Articles 13.2, 13.3 and 17.3 of the Company's By-laws.

Those who appear on the Company's shareholder register at the opening of Tuesday, April 25, 2023 (record date) will be eligible to attend the Meeting and exercise voting rights.

For this purpose, transfers of shares of the Company, accompanied by the relevant share certificates, if issued, shall be deposited, by 10:30 a.m., CET time zone, corresponding to 4:30 p.m., Hong Kong time zone, on Monday, April 24, 2023, with:

(i) the registered office of the Company located in Milan, Via Antonio Fogazzaro, 28, Italy, if the transfer concerns shares registered in the section of the shareholders' register kept by the Company itself, or
(ii) the entity in charge of the management of the Company's shareholder register section maintained in Hong Kong, i.e. Computershare Hong Kong Investor Services Limited ("Computershare"), located at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, if the transfer relates to shares registered in the shareholder register section maintained in Hong Kong.

Accordingly, the Company's share register will be closed from Tuesday, April 25, 2023 to Thursday, April 27, 2023, both such days included, a period during which no transfers of shares of the Company may be recorded.

Registration on the Platform will begin 45 minutes before the time set by this call for the start of the Meeting itself and will end at 11:55 a.m. CET, corresponding to 5:55 p.m. Hong Kong time.

Any person entitled to attend the Meeting may be represented by written proxy. For this purpose, the proxy form to be published on the website of the Company www.pradagroup.com and the Hong Kong Stock Exchange www.hkexnews.hk shall be used. The proxy, duly completed and signed, must be delivered to the person appointed for this purpose by the Company (and expressly specified in the aforesaid form), peremptorily at least 48 hours before the time set by this call for the commencement of the Meeting, i.e. by 12:00 noon CET time, corresponding to 6:00 p.m. Hong Kong time, on Tuesday, April 25, 2023.

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Conduct of the Meeting

The Shareholders’ Meeting will be held without the physical participation of shareholders, solely via audio/video connection to the Platform. Instructions on how to attend and vote will be communicated by the Company individually to all eligible persons.

Informational Documentation

The documents relating to the items on the agenda of the Shareholders’ Meeting and the full texts of the proposed resolutions, together with the related explanatory reports required by applicable regulations, will be posted on the Company’s website www.pradagroup.com and the website of the Hong Kong Stock Exchange www.hkexnews.hk.

By Order of the Board
PRADA S.p.A.
Mr. Paolo Zannoni
Chairman

Milan (Italy), March 24, 2023

As at the date of this announcement, the Company’s executive directors are Mr. Paolo ZANNONI, Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Mr. Andrea GUERRA, Mr. Andrea BONINI and Mr. Lorenzo BERTELLI; and the Company’s independent non-executive directors are Ms. Marina Sylvia CAPROTTI, Mr. Maurizio CEREDA, Mr. Yoël ZAOUI, Ms. Pamela Yvonne CULPEPPER and Ms. Anna Maria RUGARLI.