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PRADA S.p.A. — Proxy Solicitation & Information Statement 2026
Apr 1, 2026
50262_rns_2026-04-01_e8b5ff60-b95b-43e2-a3c1-f92ac1cf4256.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.
If you have sold or transferred all your shares in PRADA S.p.A., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
PRADA S.p.A.
Via Antonio Fogazzaro No. 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)
PROPOSALS FOR APPROVAL OF AUDITED SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS ALLOCATION OF NET INCOME AND DISTRIBUTION OF FINAL DIVIDEND APPOINTMENT OF A DIRECTOR AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting ("AGM") of PRADA S.p.A. (the "Company") to be held on Thursday, April 30, 2026, at 10:00 a.m. (CET) (4:00 p.m. (Hong Kong time)), is set out on pages 11 to 13 of this circular. The meeting will be held by way of electronic means only ("Online AGM"), pursuant to the Italian legislation set forth under Article 106 of the Law Decree No. 18 of March 17, 2020, as converted with amendments by Law No. 27 of April 24, 2020, and as last confirmed by the Law Decree No. 200 of December 31, 2025, as converted with amendments by Law No. 26 of February 27, 2026, as well as provided for by Articles 13.2, 13.3 and 17.3 of the By-laws.
A form of proxy for use at the Online AGM is also enclosed. The form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and on the website of the Company (www.pradagroup.com). Whether you are able to attend the Online AGM, you are encouraged to complete and return the proxy form in accordance with the instructions printed thereon to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, either at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or via email to [email protected] as soon as possible, but in any event no later than 10:00 a.m. (CET), or 4:00 p.m. (Hong Kong time), on April 28, 2026, being 48 hours before the time fixed for the holding of the Online AGM. Completion and return of the proxy form will not preclude you from attending and voting at the Online AGM or any adjournment thereof should you so wish.
April 1, 2026
CONTENTS
Page
Guidance for the Annual General Meeting 1
Definitions 4
Letter from the Board 5
Appendix I — Biographical details of proposed Director 10
Notice of Annual General Meeting 11
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GUIDANCE FOR THE ANNUAL GENERAL MEETING
GUIDANCE FOR THE ANNUAL GENERAL MEETING
The AGM will be held by way of electronic means only, pursuant to the Italian legislation set forth under Article 106 of the Law Decree No. 18 of March 17, 2020, as converted with amendments by Law No. 27 of April 24, 2020, and as last confirmed by the Law Decree No. 200 of December 31, 2025, as converted with amendments by Law No. 26 of February 27, 2026, as well as provided for by Articles 13.2, 13.3, and 17.3 of the By-laws.
Both registered Shareholders and non-registered Shareholders can (i) attend the Online AGM and vote by way of electronic means; or (ii) exercise their right to vote at the Online AGM by appointing their own proxy or the Company’s designated proxy(ies), to act as their proxy.
By logging in the dedicated online platform, Shareholders will be able to view a live webcast of the Online AGM, submit questions, and cast vote in real-time.
Login Period
The dedicated online platform https://meetings.computershare.com/PradaAGM2026 can be accessed from any location with internet connection by a smart phone, tablet device, or computer (the “Platform”). The Platform will be opened for registered Shareholders and non-registered Shareholders to log in 45 minutes prior to the commencement of the Online AGM. It is highly recommended to log in at least 5 minutes before the start of the Online AGM to complete the registration and authentication procedure required to validly attend and vote at the Online AGM, given that as a matter of Italian law, the Company has to announce at the commencement of the AGM the number of shares and percentage present.
Shareholders should allow ample time to check into the Platform to complete the login procedure and remain logged in until the commencement of and during the Online AGM. The “Online User Guide” will be available on the Company’s website www.pradagroup.com around one week before the AGM to guide Shareholders through the login process.
Login details for registered Shareholders
Login details for joining the Online AGM are included in the Company’s notification letter sent together with this circular.
Login details for non-registered Shareholders
Non-registered Shareholders who wish to attend and vote at the Online AGM should (1) contact and instruct their banks, brokers, custodians, nominees or HKSCC Nominee Limited through which their shares are held (together, the “Intermediary”) to appoint themselves as proxy or corporate representative to attend the Online AGM, and (2) provide their email address to their Intermediary before the time limit required by the relevant Intermediary. Login details to access the Platform will be sent by Computershare to the email address of the non-registered Shareholder provided by the Intermediary. Any non-registered Shareholder who has provided an email address through the relevant Intermediary for this purpose but has not received the login details by email by 6:00 a.m. (CET) or
GUIDANCE FOR THE ANNUAL GENERAL MEETING
12:00 noon (Hong Kong time) on Wednesday, April 29, 2026, should reach out to Computershare for assistance. Without the login details, non-registered Shareholders would not be able to attend and vote using the Platform. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (1) and (2) above.
Registered and non-registered Shareholders should note that only one device is allowed per login. Please also keep the login details in safe custody for use at the Online AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise.
For enquiries regarding the login details to access the Online AGM, please call Computershare on (852) 2862 8555 for assistance.
VOTING BY PROXY IN ADVANCE OF THE ONLINE AGM
Shareholders are encouraged to submit their completed proxy forms well in advance of the Online AGM. Return of a completed proxy form will not preclude Shareholders from attending and voting at the Online AGM should they subsequently so wish.
Submission of proxy forms for registered Shareholders
A proxy form is enclosed with this circular. A copy of the proxy form can also be downloaded from the websites of the Company at www.pradagroup.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Proxy form must be completed, signed and deposited either at the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or via email to [email protected], in each case, not later than 10:00 a.m. (CET), or 4:00 p.m. (Hong Kong time), on April 28, 2026, being 48 hours before the time fixed for the holding of the Online AGM. The email address provided herein is merely for receiving proxy forms relating to the Online AGM and will not be in use after the deadline for depositing the proxy forms.
Appointment of proxy for non-registered Shareholders
Non-registered Shareholders should contact their Intermediary as soon as possible for assistance in the appointment of proxy.
GUIDANCE FOR THE ANNUAL GENERAL MEETING
If Shareholders have any enquiries pertaining to the arrangements for the Online AGM, or the registration process, please contact the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited as follows:
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Telephone: +852 2862 8555
Facsimile: +852 2865 0990
Website: www.computershare.com/hk/contact
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DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meaning:
"2025 Year" the financial year started January 1, 2025, and ended December 31, 2025
"Annual General Meeting" or "AGM" or "Online AGM" the annual general meeting of the Company to be held on Thursday, April 30, 2026, at 10:00 a.m. (CET), or 4:00 p.m. (Hong Kong time), and any adjournment thereof, notice of which is set out on pages 11 to 13 of this circular
"AGM Notice" the notice of the Annual General Meeting, alternatively referred to as AGM or Online AGM, set out on pages 11 to 13 of this circular
"Board" the Board of Directors of the Company
"By-laws" the by-laws of the Company
"Company" PRADA S.p.A., a company incorporated under the laws of Italy as a joint-stock company with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
"Director(s)" the director(s) of the Company
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Independent Auditor" the audit firm (Società di Revisione Legale) as defined under Italian Legislative Decree No. 39 of January 27, 2010, and in compliance also with the Italian Civil Code and Chapter 13 of the Listing Rules
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Share(s)" the share(s) of Euro 0.10 each in the share capital of the Company
"Shareholder(s)" the holder(s) of Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
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LETTER FROM THE BOARD
PRADA S.p.A.
Via Antonio Fogazzaro No. 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)
Registered Office:
Via Antonio Fogazzaro No. 28
20135 Milan
Italy
Executive Directors:
Mr. Patrizio BERTELLI (Chairman)
Mr. Paolo ZANNONI (Executive Deputy Chairman)
Mr. Andrea GUERRA (Chief Executive Officer)
Ms. Miuccia PRADA BIANCHI
Mr. Andrea BONINI (Chief Financial Officer)
Mr. Lorenzo BERTELLI
Principal place of business in
Hong Kong:
8th Floor
One Taikoo Place
979 King's Road
Quarry Bay
Hong Kong
Independent Non-Executive Directors:
Mr. Yoël ZAOUI
Ms. Ilaria RESTA
Ms. Cristiana RUELLA
Ms. Pamela Yvonne CULPEPPER
Ms. Anna Maria RUGARLI
April 1, 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
APPROVAL OF AUDITED SEPARATE AND
CONSOLIDATED FINANCIAL STATEMENTS
ALLOCATION OF NET INCOME AND
DISTRIBUTION OF FINAL DIVIDEND
THE APPOINTMENT OF A DIRECTOR
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you Notice of the AGM and to provide information regarding the resolutions to be proposed thereto. In particular: (1) the approval of the Audited Separate Financial Statements of the Company and the Audited Consolidated Financial Statements of the Group for the 2025 Year; (2) the allocation of net income of the Company for the 2025 Year, and the declaration and distribution of a final dividend; and (3) the appointment of a Director.
LETTER FROM THE BOARD
(1) APPROVAL OF AUDITED SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS
Under Article 11.1 of the By-laws, the shareholders’ general meeting shall resolve on the approval of the financial statements of the Company.
On March 5, 2026, the Board recommended the approval at the AGM of the Audited Separate Financial Statements of the Company for the 2025 Year (as prescribed under the applicable Italian laws), which shows a net income of Euro 795,593,167.42, and the Audited Consolidated Financial Statements (as prescribed under the applicable Hong Kong laws) of the Group for the 2025 Year, together with the Reports of the Board, the Board of Statutory Auditors, and the Independent Auditor.
(2) ALLOCATION OF THE NET INCOME OF THE COMPANY AND DECLARATION AND DISTRIBUTION OF FINAL DIVIDEND
Under Article 11.1 of the By-laws, the shareholders’ general meeting shall resolve on the distribution of the dividends of the Company.
On March 5, 2026, the Board recommended the approval at the AGM of the allocation of the net income of the Company, for the 2025 Year, as follows:
(i) Euro 424,764,784.00 to Shareholders as final dividend (equal to Euro 0.166 per share), and
(ii) Euro 370,828,383.42 to retained earnings of the Company.
Subject to the Shareholders’ approval of the payment of the final dividend, the dividend will be paid on Tuesday, May 19, 2026.
The dividend payments will be made:
(i) in Euro to the Shareholders recorded in the section of the Company’s shareholders’ register kept by the Company at its registered office in Milan (Italy), and
(ii) in Hong Kong dollars to the Shareholders recorded in the section of the Company’s shareholders’ register kept in Hong Kong.
The applicable exchange rate will be the opening buying T/T rate of Hong Kong dollars to Euros, as announced by the Hong Kong Association of Banks (www.hkab.org.hk) on Thursday, April 30, 2026, being the day of approval of the dividend by the Shareholders.
LETTER FROM THE BOARD
To be qualified for the payment of the final dividend, all transfers accompanied by the relevant share certificate, if issued, must be lodged with:
(i) the Company’s registered office at Via Antonio Fogazzaro No. 28, 20135 Milan, Italy, if the transfer concerns shares registered in the section of the Company’s shareholders’ register kept by the Company at its registered office, or
(ii) the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, if the transfer concerns shares registered in the section of the Company’s shareholders’ register kept by the Company’s Hong Kong share registrar,
in any case, no later than 4:30 p.m. (Hong Kong time) or 10:30 a.m. (CET) on Thursday, May 7, 2026.
The Company’s shareholders’ register (both sections) will be closed on Friday, May 8, 2026, during which no share transfer can be registered. The final dividend will be paid to Shareholders recorded on the Company’s shareholders’ registers on Friday, May 8, 2026.
The final dividend will be paid net of Italian withholding tax. The current rate of Italian withholding tax applicable to dividend payments is 26%.
Shareholders should seek independent professional advice in relation to the procedures and timing for obtaining a refund of Italian withholding tax, if applicable.
(3) APPOINTMENT OF A DIRECTOR
Reference is made to the announcement of the Company dated July 30, 2025, in relation to the resignation of Ms. Marina Sylvia CAPROTTI as Independent Non-Executive Director of the Company and the appointment of Ms. Ilaria RESTA as Independent Non-Executive Director of the Company.
Subject to the Shareholders’ approval, Ms. Ilaria RESTA shall be appointed as Director of the Company at the AGM. Ms. Ilaria RESTA, who is currently Independent Non-Executive Director, was first appointed by the Board on July 30, 2025, filling the casual vacancy caused by the resignation of Ms. Marina Sylvia CAPROTTI, rendered with effect from July 30, 2025. Ms. Ilaria RESTA has confirmed her availability to offer herself for appointment. Her mandate as Director, if appointed at the AGM, will expire at the same time as the other current Directors (i.e., on the date of the shareholders’ general meeting to be convened for the approval of the financial statements of the Company for the year ending December 31, 2026).
The Nomination Committee reviewed and assessed Ms. Ilaria RESTA, including her independence to the office of an independent non-executive director. The written confirmation of independence from Ms. Ilaria RESTA has been provided to the Company. Given her background and expertise, the Board considers Ms. Ilaria RESTA contributes to the diversity of the Board. The biographical details of Ms. Ilaria RESTA set out in Appendix I to the circular explain how Ms. Ilaria RESTA contributes to the diversity of the Board. The Nomination Committee expressed its favorable recommendation on the proposal to elect Ms. Ilaria RESTA at the AGM.
LETTER FROM THE BOARD
The Board recommended on March 5, 2026, the approval at the AGM of the appointment of Ms. Ilaria RESTA as member of the Board and, in particular, reported that it is in the best interest of the Company that Ms. Ilaria RESTA should be appointed as Independent Non-Executive Director. Based on the biographical details disclosed to the Company and Ms. Ilaria RESTA's confirmation to the Company on her independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules, the Board considers that Ms. Ilaria RESTA is independent in accordance with the independence guidelines set out in the Listing Rules and will bring valuable business experience, knowledge, and professionalism to the Board for its efficient and effective functioning and diversity.
Biographical details of Ms. Ilaria RESTA are set out in Appendix I to this circular.
(4) NOTICE OF AGM
The AGM Notice is set out on pages 11 to 13 of the circular.
FORM OF PROXY
A form of proxy for being represented and vote at the AGM is enclosed with the circular. The form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.pradagroup.com.
Whether Shareholders can attend the AGM, they are encouraged to appoint their own proxy or the Company's designated proxy(ies), as their proxy.
If you are interested in being represented and voting in the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and to return it to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, either at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or via email to [email protected] as soon as possible, and in any event, by no later than 10:00 a.m. (CET) or 4:00 p.m. (Hong Kong time) on Tuesday, April 28, 2026, being 48 hours before the time fixed for the holding of the Online AGM.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, a vote of shareholders at the AGM must be taken by poll. The Chairperson of the AGM will demand a poll on each of the resolutions submitted for determination at the AGM.
The results of the poll will be announced at the AGM and will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.pradagroup.com following the AGM.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors believe that the proposed resolutions as set out in the AGM Notice are all in the best interests of the Company, the Group, and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
Yours faithfully
By Order of the Board
PRADA S.p.A.
Mr. Paolo ZANNONI
Executive Deputy Chairman
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APPENDIX I
BIOGRAPHICAL DETAILS OF PROPOSED DIRECTOR
RESTA GRIGOLLI, Ilaria, aged 51, was first appointed as Independent Non-Executive Director of the Company on July 30, 2025. She has been appointed as the Chief Executive Officer of Audemars Piguet since January 1, 2024. Prior to joining Audemars Piguet, Ms. Resta served as President, Global Perfumery & Ingredients at Firmenich, becoming the first woman to serve as president of a major fragrance house. Before that, she spent over two decades at multinational firm Procter & Gamble ("P&G"), where she gained experience in brand building, sales, and profit and loss management. With successive assignments in Geneva, London, and Cincinnati, she is credited for renewing P&G's European Hair Care business, restructuring Duracell prior to its successful divestiture, and leading the portfolio of home cleaning and laundry detergents. Originally from Naples, she is a Swiss-Italian national. She studied ancient Greek and Latin before pursuing a Bachelor of Marketing and Economics followed by a Master of Financial Mathematics from the University of Napoli.
Ms. Ilaria RESTA has been appointed as an Independent Non-Executive Director by the Board on July 30, 2025, filling the casual vacancy caused by the resignation of Ms. Marina Sylvia CAPROTTI, rendered with effect from July 30, 2025, for an initial term until the date of AGM. Ms. Ilaria RESTA's appointment as an Independent Non-Executive Director will be subject to approval by the shareholders at the AGM and her mandate as an Independent Non-Executive Director, if so appointed, shall lapse at the same time as the other current Directors (i.e., the date of the shareholders' annual general meeting to be called to approve the financial statements of the Company for the year ending December 31, 2026).
For the 2025 Financial Year, she received Director's fees of approximately Euro 42,000, under her letter of appointment, and pension, healthcare and TFR contribution of approximately Euro 10,000. Such emoluments are determined with reference to the basis of her time commitment and responsibilities and her remuneration is aligned with the Company's purpose, strategies and long-term success and is subject to review by the Remuneration Committee and the Board from time to time.
Ms. Ilaria RESTA has confirmed to the Company: (i) her independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) she has no past or present financial or other interests in the business of the Company or its subsidiaries or any connection with any of the core connected persons (as defined in the Listing Rules) of the Company; and (iii) there are no other factors which may have affected her independence at the time of her appointment.
Except as disclosed herein, Ms. Ilaria RESTA (i) does not hold any other major appointments and professional qualifications or directorships in any other listed companies in Hong Kong or overseas in the last three years; (ii) does not have any relationship with other directors, senior management or substantial shareholders or controlling shareholders of the Company (as defined in the Listing Rules); (iii) does not hold any other position with the Company or its subsidiaries; (iv) as at the Latest Practicable Date, she does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; and (v) there is no information concerning Ms. Ilaria RESTA that needs to be disclosed pursuant to paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor any other matters that need to be brought to the attention of the shareholders of the Company.
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NOTICE OF ANNUAL GENERAL MEETING
PRADA S.p.A.
Via Antonio Fogazzaro No. 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)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of PRADA S.p.A. (the "Company") will be held on Thursday, April 30, 2026, at 10:00 a.m. (CET) (4:00 p.m. (Hong Kong time)) (see Note 1). Pursuant to the Italian legislation set forth under Article 106 of the Law Decree No. 18 of March 17, 2020, as converted with amendments by Law No. 27 of April 24, 2020, and as last confirmed by the Law Decree No. 200 of December 31, 2025, as converted with amendments by Law No. 26 of February 27, 2026, as well as in accordance with Articles 13.2, 13.3 and 17.3 of the By-laws and persons entitled to attend and vote at the Annual General Meeting are allowed to attend and vote by way of electronic means only.
The Annual General Meeting will be convened for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:
- To approve the Audited Separate Financial Statements of the Company, which show a net income of Euro 795,593,167.42, and the Audited Consolidated Financial Statements of the Group for the year ended December 31, 2025, together with the Reports of the Board of Directors, the Board of Statutory Auditors, and the Independent Auditor.
- To approve the allocation of the net income of the Company for the year ended December 31, 2025, as follows: (i) Euro 424,764,784.00 to Shareholders as final dividend, equal to Euro 0.166 per share, and (ii) Euro 370,828,383.42 to retained earnings of the Company.
- To appoint Ms. Ilaria RESTA as an Independent Non-Executive Director of the Company for a term expiring on the date of the shareholders' general meeting called to approve the financial statements for the year ending December 31, 2026.
By Order of the Board
PRADA S.p.A.
Mr. Paolo ZANNONI
Executive Deputy Chairman
Milan (Italy), April 1, 2026
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
Via Antonio Fogazzaro No. 28
20135 Milan
Italy
Principal place of business in Hong Kong:
8th Floor
One Taikoo Place
979 King's Road
Quarry Bay
Hong Kong
Notes:
(1) The online platform will be opened for registered Shareholders and non-registered Shareholders to login 45 minutes prior to the commencement of the Annual General Meeting ("Online AGM"), and it is highly recommended to log in at least 5 minutes before the start of the Online AGM in order to complete the registration and authentication procedure required to validly attend and vote at the Online AGM, given that under Italian laws, the Company has to announce at the commencement of the AGM the number of shares and percentage present. The online platform can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the online platform to complete the login procedure and remain logged in until the commencement of and during the Online AGM. The "Online User Guide" will be available on the Company's website www.pradagroup.com around one week before the AGM to guide you through the login process.
(2) A Shareholder entitled to attend and vote at the Online AGM is entitled to appoint any other person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder of the Company. 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 proxy.
(3) In the case of joint registered holders of any shares, the vote of the senior who tenders a vote (by proxy), will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined as that one of the persons so represented whose name stands first on the register of Shareholders in respect of such share shall alone be entitled to vote in respect thereof.
(4) In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed (or a notarial certified copy thereof) and any other documents specified in the proxy form itself, 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 [email protected], in each case, by no later than 10:00 a.m. (CET), or 4:00 p.m. (Hong Kong time), on April 28, 2026, being 48 hours before the time fixed for the holding of the Online AGM. The form of proxy is published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.pradagroup.com. The completion and return of the proxy form shall not preclude Shareholders from attending and voting online at the Online AGM (or any adjournment thereof) if they so wish.
(5) The Shareholders' register will be closed during the following periods:
(i) Online AGM
In order to qualify for attending and voting for the Online AGM, all transfer documents accompanied by the relevant share certificates, if issued, must be lodged with:
(a) the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company's Hong Kong Share Registrar, or
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NOTICE OF ANNUAL GENERAL MEETING
(b) the Company's registered office at Via Antonio Fogazzaro No. 28, 20135 Milan, Italy, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company at its registered office,
in any case no later than 4:30 p.m. (Hong Kong time), or 10:30 a.m. (CET), on Monday, April 27, 2026.
The shareholders' register of the Company (both sections) will be closed from Tuesday, April 28, 2026, to Thursday, April 30, 2026, both days inclusive, during which period no shares transfer can be registered.
The Shareholders recorded on the Shareholders' register on Tuesday, April 28, 2026 (record date) will be allowed to attend and vote at the Online AGM.
(ii) Proposed Final Dividend
In order to qualify for the payment of the final dividend, all transfer documents accompanied by the relevant share certificates, if issued, must be lodged with:
(a) the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company's Hong Kong Share Registrar, or
(b) the Company's registered office at Via Antonio Fogazzaro No. 28, 20135 Milan, Italy, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company at its registered office,
in any case no later than 4:30 p.m. (Hong Kong time), or 10:30 a.m. (CET), on Thursday, May 7, 2026.
The shareholders' register of the Company (both sections) will be closed on Friday, May 8, 2026, during which period no shares transfer can be registered.
The final dividend will be paid to the shareholders recorded on the Company's shareholders' register on Friday, May 8, 2026, and the payment date will be Tuesday, May 19, 2026.
(6) The Chairperson of the Online AGM will demand a poll on each of the resolutions submitted for determination at the Online AGM. On a poll, every Shareholder who is present, or as represented by the proxy or corporate representative, shall have one vote for every share held by him/her.
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