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Salvatore Ferragamo

AGM Information Mar 14, 2024

4432_agm-r_2024-03-14_953fc05e-2299-46fd-8313-fbb41026027a.pdf

AGM Information

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REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSAL UNDER ITEM 1 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

1. Financial Statements of Salvatore Ferragamo S.p.A. as of December 31, 2023, accompanied by the Directors' Report on Operations for the year 2023, including the consolidated statement containing nonfinancial information pursuant to Legislative Decree No. 254 of 30 December 2016 relating to the year 2023, the Report of the Board of Statutory Auditors and the Independent Auditors. Presentation of the Consolidated Financial Statements as of December 31, 2023. Related and consequent resolutions.

Shareholders,

the Board of Directors of your Company has convened you in Ordinary Shareholders' Meeting to propose you the approval of the financial statements of Salvatore Ferragamo S.p.A. as of December 31, 2023.

You are invited to view the file "Annual Financial Report as of December 31, 2023" of Salvatore Ferragamo S.p.A, available to the public, within the terms of the law, at the Company's registered office, at the authorized storage mechanism called "eMarket Storage," as well as on the Company's website, which contains an illustration of the draft of financial statements of Salvatore Ferragamo S.p.A. and the consolidated financial statements approved by the Board of Directors, together with the Board of Directors' Report on operations and the attestation referred to in Article 154-bis, paragraph 5, of Legislative Decree No. 58 of February 24, 1998.

The audit reports prepared by the Independent Auditors as well as the Report of the Board of Statutory Auditors are made available to the public along with the Annual Financial Report.

We would also like to inform you that the Board of Directors has approved the consolidated statement containing non-financial information in accordance with Legislative Decree No. 254 of December 30, 2016 for the year 2023, which is included in the Board of Directors' Report on operations.

It should be noted that this statement, containing information on environmental, social issues, pertaining to personnel, respect for human rights, and the fight against active and passive corruption, as well as the consolidated financial statements approved by the Board of Directors, are presented to the Shareholders' Meeting for informational purposes only, as they are not submitted to the latter for approval as acts within the Board of Directors' competences.

Referring to the above documents, we submit the following proposed resolution for your approval:

"The Shareholders' Meeting of Salvatore Ferragamo S.p.A. convened in ordinary session,

-heard and approved what the Board of Directors set forth;

-examined the financial statements as of December 31, 2023 of Salvatore Ferragamo S.p.A. and the Board of Directors' Report on operations;

-taken note of the attestation referred to in Article 154-bis, paragraph 5, of Legislative Decree No. 58 of February 24, 1998, the report of the Board of Statutory Auditors and the report of the Independent Auditors, as well as the consolidated financial statements as of December 31, 2023, and the Non-Financial Statement for the year 2023 prepared pursuant to Legislative Decree No. 254 of December 30, 2016;

resolves

to approve in all its parts and results the financial statements for the year ended December 31, 2023, accompanied by the related Report of the Board of Directors on operations, which closes with a profit for the year of Euro 86,999,603."

Florence, March 14, 2024

For the Board of Directors The Chairman Leonardo Ferragamo

REPORT OF THE BOARD OF DIRECTORS ON THE PROPOSAL UNDER ITEM 2 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

2. Allocation of the profit for the year and distribution of part of the Extraordinary Reserve. Related and consequent resolutions.

Shareholders,

the financial statements as of December 31, 2023 subject to approval under item 1) on the agenda shows a profit for the year of Euro 86,999,603.

In relation to the results achieved, we propose that you approve the allocation of the profit for the year 2023, amounting to Euro 86,999,603 to the Extraordinary Reserve, and also approve the distribution to shareholders of a gross dividend of Euro 0.10 for each of the ordinary shares outstanding on the ex-dividend date and thus a gross dividend of total Euro 16,552,896.60 (amount estimated on the basis of the treasury shares in portfolio as of the date of this Report, equal to n. 3,261,034 corresponding to 1.932% of the share capital), drawing from the profits set aside in the Extraordinary Reserve. In this regard, it should be noted that, based on data as of December 31, 2023, the Extraordinary Reserve is equal to Euro 613,475,486.

We also propose that the dividend be paid as of May 22, 2024, with "ex-dividend date" of coupon No. 11 coinciding with May 20, 2024 and record date coinciding with May 21, 2024.

We therefore submit the following proposed resolution for your approval:

"The Shareholders' Meeting of Salvatore Ferragamo S.p.A. convened in ordinary session,

-heard and approved what the Board of Directors set forth;

resolves

  • a) to allocate the profit for the year 2023, amounting to Euro 86,999,603, to "Extraordinary Reserve";
  • b) to also allocate for distribution to Shareholders a portion of the "Extraordinary Reserve" (which as of December 31, 2023 amounted to Euro 613,475,486), in the amount of Euro 0.10 for each share, estimated at a total of Euro 16,552,896.60, taking into account the outstanding shares as of the date of this Report amounting to no. 165,528,966;
  • c) to establish the dividend payment date as May 22, 2024, with ex-dividend date of coupon No. 11 on May 20, 2024 and payment entitlement date (record date) on May 21, 2024;

d) to confer the Chairman of the Board of Directors and the Chief Executive Officer, severally and with the power to sub-delegate, with all broader powers to implement the resolutions referred to in the preceding paragraphs."

Florence, March 14, 2024

For the Board of Directors the Chairman

Leonardo Ferragamo

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