AGM Information • Mar 14, 2024
AGM Information
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REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSAL UNDER ITEM 3 ON THE AGENDA OF THE SHAREHOLDERS' MEETING OF SALVATORE FERRAGAMO S.P.A., CONVENED IN A SINGLE CALL, IN ORDINARY SESSION, FOR APRIL 23, 2024
this report (the "Report") has been prepared pursuant to Article 125-ter, paragraph 1, of Legislative Decree No. 58 of February 24, 1998, as amended and supplemented (the "TUF") and Article 84-ter of the Regulations adopted by Consob Resolution No. 11971 of May 14, 1999, as amended and supplemented (the "Issuers' Regulations").
The Board of Directors presents the report on the remuneration policy and compensation paid (the "Remuneration Report") prepared in accordance with the provisions of Article 123-ter of the TUF, Article 84 quater and Annex 3A, Schedule 7-bis of the Issuers' Regulations and Article 5 of the Corporate Governance Code adopted by the Corporate Governance Committee of Borsa Italiana S.p.A. (the "Corporate Governance Code").
Pursuant to Article 123-ter of the TUF, the Remuneration Report is divided into two sections, which are subject to two separate votes (on the first section, the resolution of the Shareholders' Meeting is binding pursuant to Article 123-ter, paragraphs 3-bis and 3-ter of the TUF, while on the second section, the resolution of the Shareholders' Meeting is non-binding and advisory pursuant to Article 123-ter, paragraph 6, of the TUF):
(a) the first section sets out, among others, the Company's policy on the remuneration of the members of the Board of Directors, managers with strategic responsibilities, top management and, subject to the provisions of Article 2402 of the Italian Civil Code, the members of the Board of Statutory Auditors for the year 2024 (the "Remuneration Policy"), as well as the procedures used for the adoption and implementation of such Remuneration Policy;
(b) the second section, among other information, provides:

The Remuneration Policy prepared by the Board of Directors with the support of the Remuneration and Appointment Committee has been updated, compared to the remuneration policy approved by the Shareholders' Meeting on April 26, 2023, in order to be more aligned with the indications of proxy advisors, investors and market practices, making reference to benchmarks of comparable companies and ensuring adequate transparency of disclosure.
It is particularly highlighted:
For details on the above, please make reference to the Remuneration Report made available to the public, within the terms of the law and regulations, at the Company's registered office, Via Tornabuoni No. 2, 50123 Florence (FI), on the Company's website at https://group.ferragamo.com, Governance/Shareholders' Meeting 2024 Section, at the authorized eMarket Storage mechanism (https:///), as well as by other means required by current regulations.
The Shareholders' Meeting is, therefore, called upon to deliberate: (i) with a binding vote, on the Remuneration Policy outlined in the first section of the Remuneration Report; and (ii) in favor or against (thus with a non-binding but advisory vote) on the second section thereof.
* * *

In light of the above, we therefore submit the following proposed resolutions for your approval:
"The Ordinary Shareholders' Meeting of Salvatore Ferragamo S.p.A., (i) having examined the report of the Board of Directors prepared pursuant to Article 125-ter of Legislative Decree No. 58 of February 24, 1998 (the "TUF"), and (ii) having examined the first section of the report on the remuneration policy and compensation paid adopted by the Company and prepared pursuant to Articles 123-ter of the TUF and 84-quater of the regulations adopted by Consob resolution No. 11971/1999 (the "Issuers' Regulations") as well as pursuant to Annex 3A, Schedule 7-bis of the Issuers' Regulations
"The Ordinary Shareholders' Meeting of Salvatore Ferragamo S.p.A., (i) having examined the report of the Board of Directors prepared pursuant to Article 125-ter of Legislative Decree No. 58 of February 24, 1998 (the "TUF"), and (ii) having examined the second section of the report on the remuneration policy and compensation paid adopted by the Company and prepared pursuant to Articles 123-ter of the TUF and 84 quater of the Issuers' Regulations, as well as pursuant to Annex 3A, Schedule 7-bis of the Issuers' Regulations,

members of the management and supervisory bodies, managers with strategic responsibilities of the Company as well as the compensation paid to them for any reason and in any form in the financial year ending December 31, 2023."
Florence, March 14, 2024
For the Board of Directors The Chairman Leonardo Ferragamo
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