Pre-Annual General Meeting Information • Mar 16, 2023
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

8. Integration, upon motivated proposal of the Board of Statutory Auditors, of the remuneration of the auditing firm KPMG S.p.A., competent for the legal audit of the accounts for the period 2020-2028. Related and consequent resolutions.
Shareholders,
the Ordinary Shareholders' Meeting held on April 18, 2019, upon motivated proposal of the Board of Statutory Auditors, pursuant to Article 13, paragraph 1, of Legislative Decree No. 39 of January 27, 2010 (the "Decree No. 39"), resolved to appoint KPMG S.p.A. (hereinafter respectively the "Engagement" and "KPMG") as the independent auditors for the fiscal years 2020-2028.
KPMG's engagement, in paragraph 6.2, provides the following: "Should circumstances arise that would result in an aggravation of time, significant changes in the timing of the engagement, and/or a change in the professional level of the members of the audit team assigned to the engagement, including the involvement of different or additional specialists or external experts, compared to what is estimated in this letter (such as, by way of example, the change in the group structure, size and activities of the Company and/or the investee companies included in this engagement letter, changes in the internal control system and/or the Company's financial reporting preparation process, including information systems, the non-delivery or delayed delivery of necessary documentation the unavailability of the persons from whom we would deem it necessary to acquire evidence, the performance of additional procedures to the work performed by the component auditors, regulatory changes (including any supplementary and corrective provisions to the Decree) as well as any clarifications by the competent Authorities or different interpretations of the Decree and the Regulations, changes in accounting and/or auditing standards, new professional guidelines, the performance of complex or extraordinary transactions by the Company, they will be discussed and agreed with you and the Board of Statutory Auditors to formulate, by virtue of this paragraph, a consequent integration of the original fees indicated in paragraph 6 above.1, which may cover, depending on the circumstances, the individual fiscal year or even the remaining fiscal years covered by this letter. Likewise, should less time be taken than anticipated, the fees will be reduced proportionally."
KPMG, in a letter dated December 21, 2022, submitted to the attention of the Company and the Board of Statutory Auditors a request for the integration of the fees, previously approved by said Shareholders' Meeting, related to Salvatore Ferragamo S.p.A., representing how the regulatory

framework related to the statutory audit and the reference auditing standards (ISA Italia) was subject to important changes that, with reference to companies whose fiscal year coincides with the calendar year 2022, came into force starting with the audit of the financial statements as of December 31, 2022.
KPMG represented that:
have a material impact on the scope of the statutory audit of Salvatore Ferragamo S.p.A.'s statutory and consolidated financial statements and will result in an increase in the estimated commitments for the performance of the audit for each of the fiscal years 2022- 2028.
In addition to the above, with regard to the financial statements as of December 31, 2022 only, KPMG represented how additional procedures were necessary with regard to some activities that occurred during the period.
In addition, KPMG, in a letter dated February 27, 2023, brought to the attention of the Company and the Board of Statutory Auditors a request for the integration of the fees, previously approved by the said Shareholders' Meeting, related also to the foreign subsidiaries of the Salvatore Ferragamo Group, representing how the regulatory framework related to statutory audit and international auditing standards had undergone important changes.
In addition to this, as a result of the pandemic from Covid-19, the global economy, in general, and the reference "market" of audit firms have undergone a major disruption from which has resulted, as one of the major effects, the so-called "great resignation" phenomenon with the consequent need to have to counterbalance the large number of resignations with higher-paid hires with the aim of attracting and retaining talent. In addition, and with particular reference to Japan, the effects of recent changes in labor regulations, which have introduced severe restrictions on overtime work, have made it necessary to structurally intervene in order to maintain an adequate level of overhaul garrison while creating a work environment that complies with the changing demands of regulations and the population.
With reference to the above, KPMG represented that:

have had a significant impact on the scope of the statutory audit of the reporting packages and financial statements of some of the Ferragamo Group's foreign subsidiaries and will result in an increase in the estimated commitments to carry out the audit for each of the fiscal years 2022- 2028.
* * *
Taking into account the reasoned proposal expressed by the Board of Statutory Auditors and attached to this Explanatory Report, the Board of Directors invites the Shareholders' Meeting to adopt the following proposed resolution:
"The Ordinary Shareholders' Meeting" of Ferragamo S.p.A:
- having regard to the motivated proposal of the Board of Auditors and the Explanatory Report of the Board of Directors;
- taking into account the request for the integration of fees related to Salvatore Ferragamo S.p.A. made by KPMG, by letter dated December 21, 2022, and by letter dated February 27, 2023, as a result of the additional commitments of a recurring nature related to the application of the new auditing standards for each year from 2022 to 2028 and the additional activities for the year 2022 only;
-considering the provision in section 6.2 of the KPMG proposal ("Update and changes in fees for the period covered by this engagement letter");

| Services on Salvatore Ferragamo S.p.A. | Integration hours | Integration Fees |
|---|---|---|
| Integration of other non-recurring elements | 60 | €6.600 |
Annuities 2022 - 2028
| Services on Salvatore Ferragamo S.p.A. | Integration hours | Integration Fees |
|---|---|---|
| Integration of fees ISA 315 Revised | 150 | € 15.000 |
| Integration of ESEF fees | 350 | € 35.000 |
| Integration of specific audit procedure fees on | 200 | € 15.000 |
| foreign company reporting package | ||
| Total integration recurring fees | 700 | € 65.000 |
Following this integration, the audit fees for the years 2022 to 2028 will amount to:
| Hours n. |
Fees € |
|
|---|---|---|
| Assignment letter dated December 3, 2018 and fee adjustment letters dated October 14, 2021 and March 2, 2022 and July 29, 2022 |
2.673 | 198.419 |
| Integration of fees (ANNEX 1) | 700 | 65.000 |
| Total general recurring fees 2022 - 2028 |
3.373 | 263.419 |
| Integration of other non-recurring items 2022 | 60 | 6.600 |
| General total consideration 2022 | 3.433 | 270.019 |
In addition,
resolves, also,
| Services on ether subsidiaries | Integration hours | Integration Fees |
|---|---|---|
| Integration of fees | 2.148 | € 94.569* |
| * Does not include inflation effect and foreign exchange effect, amounting to Euro 73,536. Including | ||
| these effects, the total is Euro 168,105. |
Florence, March 16, 2023
For the Board of Directors The President Leonardo Ferragamo


KPMG S.p.A. Auditing and accounting organization Niccolò Machiavelli Avenue, 29 50125 FLORENCE FI Phone +39 055 213391 Email [email protected] PEC kpmgspa@pec. kpmg. it
Reserved Dear Salvatore Ferragamo S.p.A. Via dei Tornabuoni, 2 50123 Florence FI
To the kind attention of Dr. Alessandro Corsi, Chief Financial Officer and p.c.
Of Dr. Andrea Balelli, Chairman of the Board of Statutory Auditors
December 21, 2022
Statutory audit assignment conferred pursuant to Article 13 of Legislative Decree No. 39 of January 27, 2010 - Communication pursuant to paragraph 6.2 of our Ietter of Appointment dated December 3, 2018
Dear Sirs
as anticipated during our recent meetings, with reference to the engagement of Salvatore Ferragamo S.p.A. (hereinafter the "Company") to audit the statutory financial statements and the consolidated financial statements of the Ferragamo Group with respect to the fiscal years ending December 31, 2020 through December 31, 2028 conferred on us by the Shareholders' Meeting on April 18, 2019 on the basis of our Ietter of Appointment dated December 3, 2018 and the fee adjustment letters dated October 14, 2021 and March 2, 2022, the need has arisen to make certain additions as a result of the following considerations.
With a Determination of the Ministry of Economy and Finance/State General Accounting Office dated September 1, 2022, new international auditing standards were adopted including, of utmost importance, Principle No. 315 on "Identification and Evaluation of Risks of Significant Errors." Indeed, this standard is the centerpiece of the entire audit process as it aims to provide the auditor with the rules for identifying and assessing the risks of significant errors, whether due to fraud or unintentional behavior, at the level of financial statements and assertions, so as to define and implement appropriate audit responses to these risks.
The new version introduces many new features, including:


Salvatore Ferragamo S . p.A. Dec. 21, 2022
including the extent to which this model incorporates the use of IT, and on how the enterprise measures its performance
with reference to the internal control system, as part of gaining an understanding of the information and communication system relevant to the preparation of the financial statements, the auditor should understand, among other aspects, the resources that the enterprise uses in information processing activities, with specific emphasis onIl'lT. In particular, information on the human resources involved that may be relevant to an understanding of the risks to the integrity of the information system includes such aspects as the competence of the people doing the IWork, the existence of adequate resources, and the existence of appropriate segregation of duties. The auditor must also gain an understanding of the IT environment (applications, infrastructure, processes, and personnel) and the company's use of theI'lT to arrive at an identification of any risks arising from that use.
Lastly, as part of the control activities performed by the firm, a specific list of controls is now identified that the auditor is required to identify and perform tests on in terms of their configuration and implementation, such as controls that address a risk deemed significant or those on accounting records, including non-standard records used to record nonrecurring or unusual transactions or adjusting records.
a more granular determination of risk, particularly inherent risk, through the exercise of professional judgment, based on consideration of inherent risk factors such as complexity, subjectivity, change, uncertainty, and the possibility of error due to management interference or other fraud risk factors.
The European Commission, on December 17, 2018, adopted Delegated Regulation (EU) 2019/815 (hereinafter "Delegated Regulation") under which issuers whose securities are admitted to trading on an EU regulated market (hereinafter "Issuers") are required to:
To prepare annual financial reports in XHTML, a format readable by human users;
Mark IFRS consolidated financial statements, where prepared, using the XBRL markup language.
The obligation to prepare annual financial reports in XHTML format takes effect from the fiscal year beginning January 1, 2021, and, also as of that date, Issuers must mark all numbers in a declared currency present:
In the statement of financial position;
in the statement of profit/(loss) for the year and other comprehensive income;
In the statement of changes in equity;
in the cash flow statement
that make up the IFRS consolidated financial statements.


Salvatore Ferragamo S . p.A. Dec. 21, 2022
In addition, in addition to the numbers in a stated currency above and again with specific reference to the marking of IFRS consolidated financial statements, Issuers must mark:
beginning with the fiscal year beginning January 1, 2021, the information disclosed in the IFRS consolidated financial statements that corresponds to the items in Table 1 of Annex Il of the Delegated Regulations and
beginning with the fiscal year beginning January 1, 2022, the information disclosed in the IFRS consolidated financial statements that corresponds to the items in Table 2 of AIIegato Il of the Delegated Regulations.
The Legislature aligned the annual financial report regulations with European regulations through an amendment to Article 154-ter of Legislative Decree 58/98 by inserting two new paragraphs effective February 1, 2022. Specifically, the new paragraph 1.1 indicates that the directors shall see to the application of the provisions of the Delegated Regulations to the annual financial reports that Issuers publish in accordance with paragraph 1 of the same article, while the new paragraph 1.2 defines the responsibilities of the statutory auditor. The latter, in fact, in the audit report referred to in Article 14 of Legislative Decree No. 39 of January 27, 2010, must also express an opinion on the conformity of the draft annual financial statements and consolidated financial statements, if any, included in the annual financial report, with the provisions of the Delegated Regulations, on the basis of an auditing standard developed, for this purpose, pursuant to Article 11, paragraph 2, of Legislative Decree No. 39 of January 27, 2010. In this regard, by a Determination of the Ministry of Economy and Finance (State General Accounting Office) dated February 11, 2022, the Auditing Standard (SA) ltalia 700B "The Responsibilities of the Statutory Auditor with Respect to Financial Statements Prepared in Accordance with the European Single Electronic Format (ESEF)" was adopted, effective for audits of financial statements for administrative periods beginning on or after January 1, 2021.
Taking into account the changed regulatory framework as compared to our original engagement letter dated December 3, 2018, paragraphs 1 , 2.1, 2 3 and 3 of that Ietter relating, respectively, to the"'Subject matter and purpose of the engagement", "Nature of the engagement - Statutory Audit", "Nature of the engagement - Directors' responsibilities" and "Manner of conducting the engagement", shall be deemed to have been changed for the above aspects with effect from the engagement for the statutory audit of the biIanc! of your Company from the fiscal year ending December 31, 2022.
We have agreed with you that the Italian team, as part of the audit of the consolidated financial statements as of December 31, 2022, will be responsible for conducting certain specific audit procedures on the reporting packages of the following subsidiaries: Ferragamo U.K. Limited, Ferragamo Deutschland GmbH, Ferragamo Espana S.L., Ferragamo Retail Nederland B.V., Ferragamo Austria GmbH.
In addition to the above, with regard only to the financial statements with a closing date of December 31, 2022, additional procedures were necessary with regard to the migration activities on the SAP information system with regard to the subsidiary Ferragamo Mexico S. de R.L. de CV, the analysis of the new incentive plan aimed at the CEO, the signing of the contract with Farfetch Platform Solution Limited and the renewal of the Advance Price Agreement (APA).


Salvatore Ferragamo S.p.A. Dec. 21, 2022
The issuance of the new ISA ltalia standards, the changes related to the ESEF Regulations, other non-recurring items, and the resulting additional required audit procedures result, at present, in the need to supplement our fees provided for in our engagement letter of December 3, 2018, to take into account the new time estimate pursuant to Section 6.2', effective from the engagement for the statutory audit of the Company's financial statements from the fiscal year ending December 31, 2022.
The following table summarizes the additions made to the fees in relation to the above aspects:
Statutory audit of the statutory and consolidated financial statements , including verification that the company's accounts are properly kept and that the operating events are correctly recorded in the accounting records
Hours Fees
| Assignment letter dated December 3, 2018 and letters of adjustment Of the fees of October 14, 2021 and March 2, 2022 and 29 July 2022 |
2.673 | 198.419 |
|---|---|---|
| Integration of fees ISA 315 Revised | 150 | 15.000 |
| Integration of ESEF fees | 350 | 35.000 |
| Integration of specific audit procedure fees on | ||
| foreign reporting packages | 200 | 15.000 |
| Total general recurring fees | 3.373 | 263.419 |
| Integration of other non-recurring elements | 60 | 6.600 |
| General total consideration 2022 | 3.433 | 270.019 |
including any supplementary and corrective provisions to the Decree) as well as any clarifications by the relevant authorities or different interpretations of the Decree and the Regulations, changes in accounting and/or auditing standards, new professional guidelines, the Company's performance of complex or extraordinary transactions, they shall be discussed and agreed upon with you and the Board of Auditors in order to formulate, by virtue of this paragraph fo, a consequent supplement to the original fees set forth in paragraph 6. f above, which may cover, depending on the circumstances, the single fiscal year or even the remaining fiscal years covered by this Ietter. Likewise, should it be taken less time than expected, the fees will be reduced proportionally."
1Should circumstances arise that result in an aggravation of the timeframe, significant changes in the timeframe for the svo/clearance of the engagement, and/or a change in the professional level of the members of the audit team assigned to the engagement, including the involvement of specialists or external experts other than or in addition to what is estimated in this letter (such as, but not limited to, change in the group structure, size, and activities of the Company and/or the investee companies included in this Ietter of Engagement, changes in the internal control system and/or the
preparation of the Company's financial disclosures, including information systems, non-delivery or delayed delivery of necessary documentation, unavailability of persons from whom we deem it necessary to acquire e/evidence, the performance of additional procedures over and above the Iwork performed by component auditors, regulatory changes (including


Salvatore Ferragamo S.p.A. Dec. 21, 2022
It is understood that the above Ietter of Assignment dated December 3, 2018 remains in effect for all matters not expressly covered in this supplement letter.
We enclose a copy of this Ietter which you must return to us signed for acceptance. We remain at your disposal for any clarification you deem necessary on! its contents.
On this occasion we send you our best regards.
KPMG S.p.A.
Andrea Rossi Member

KPMG S.p.A. Review and organization cantabile Niccolo Machiavelli Avenue, 29 50125 FLORENCE Fl Phone +39 055 213391 Email [email protected] PEC [email protected]
Dear Salvatore Ferragamo S.p.A. Via dei Tornabuoni, 2 50123 Florence Fl
To the kind attention of Datt. Leonardo Ferragamo, Chairman of the Board of Directors and p.c.
by Datt. Andrea Balelli, Chairman of the Board of Statutory
Auditors Feb. 27, 2023
Dear Sirs
with reference to the engagement of Salvatore Ferragamo for the statutory audit of the company's financial statements
S.p.A. (hereinafter the "Company") and the consolidated financial statements of the Ferragamo Group in respect of the fiscal years ending December 31, 2020 to December 31, 2028 conferred on us by the Shareholders' Meeting on April 18, 2019 on the basis of our engagement letter dated December 3, 2018 and the fee adjustment letters dated October 14, 2021 and March 2, 2022, we report below some aspects, already shared with your administrative structure, which have led to the request for additional fees. This request is consistent with the conditions contained in Section 6.21 of the our letter of assignment andwith the indications contained in Consob Communication No. DAC/RM/96003556 of April 18, 1996, which states to "adjust ii fee for carrying out
3,xietb re,- az:ori1 :a[',\ale soc:aie ce :scale 'j(J7rJ9COO 1 '3() : C°. ,:\ 11.1!1CH'J ;\i 512867 :J;_irr1la 1\//:i,. O!i709F,OD1b9 ',,--\: nu-noer I:-QG?f)960G1:39 Sec:8 'eo21e1 /13 1/1:to11 isc1"1 - sI :?:-1 ; . !i c\1.I.-'
1"Should circumstances arise that would result in an aggravation of time, significant changes in the timing of the engagement and/or a change in the professional live/lo of the members def audit team assigned to the engagement, including the intervention of different or additional specialists or external experts, than what is estimated in this letter (such as, but not limited to, ii change def/a group structure, size and activities def/a Company and/or of the investee companies inc/use in this engagement letter, changes in the system of control/a inferno and/or in the process of preparing the disclosure
financial def/a Company, including information systems, the non-delivery or delayed delivery def/a necessary documentation, the unavailability of the person(s) from whom we deem it necessary to acquire evidence, the performance of additional procedures with respect to the work performed by the auditors of the components, regulatory changes (including any provisions supplementing and correcting the Decree) as well as any clarifications by the competent Authorities or different interpretations of the Decree and the Regulations, changes in accounting and/or auditing standards, new professional guidelines, the performance of complex or extraordinary transactions by the Company, they shall be discussed and agreed upon with you and the Board of Statutory Auditors in order to formulate, by virtue of this paragraph, a consequent supplement to the original fees indicated in paragraph 6 above.1, which may relate, depending on the circumstances, to the individual fiscal year or even to the remaining fiscal years covered by this letter. Likewise, should less time def be taken, the fees will be reduced proportionally."


Salvatore Ferragamo S.p.A. Letter from/ February 27, 2023
of the engagement upon the occurrence of exceptional and/or unforeseeable circumstances, given that Jo must be commensurate with the specific characteristics of the audited company and must guarantee the quality and reliability of the work performed as well as t h e independence of the auditor.
The issues referred to below concerned both the audit work carried out in Italy for ii the separate and consolidated financial statements of the Ferragamo Group and, for partly different reasons, the audit of subsidiaries carried out by companies in the KPMG network.
With particular reference to foreign subsidiaries, without prejudice to the adjustment of fees set out below, we have proposed and shared with your administrative structure to re-evaluate ii the scope of our interventions from 2023 onwards in a "risk based'' perspective more consistent with the significance of subsidiaries with respect to relative size or specific risks potentially attributable to the companies. Such a revision could make ii audit process more effective and efficient, increasing the incisiveness of controls also by you on the most significant companies and, finally, with a potential reduction in overall costs, of which you will be given specific information. Please note that the audit of financial statements and/or reporting packages of foreign subsidiaries will have to be conferred according to specific engagements that will be independently conferred by the individual companies and generally renewed annually as provided by local regulations and reported in our engagement letter dated December 3, 2018.
Attached to this letter is ii detail of the fee adjustment request, the summary of which is given below:
Statutory audit of the statutory and consolidated financial statements, including verification that the company's accounts are properly kept and that the operating events are correctly recorded in the accounting records (fiscal years ending December 31, 2022 - December 31, 2028)
| Hour s no. |
Fees € |
|
|---|---|---|
| Assignment letter dated December 3, 2018 and fee adjustment letters dated October 14, 2021 and March 2, 2022 and July 29, 2022 |
2.673 | 198.419 |
| Integration of fees (ANNEX 1) | 700 | 65.000 |
| Total general recurring fees 2022 - 2028 | 3.373 | 263.419 |
| lntegration other non-recurring items 2022 | 60 | 6.600 |
| General total fees 2022 | 3.433 | 270.019 |


| Hou rs no. |
Fees € |
|
|---|---|---|
| Assignment letter dated December 3, 2018 | 9.795 | 503.232 |
| Integration of fees (ANNEX 2) | 2.148 | 168.105* |
| General total fees 2022 | 11.943 | 671.337 |
*Includes the amount of €73,536 related to inflation effect and foreign exchange effect.
It is understood that the aforementioned letter of assignment dated December 3, 2018 remains in effect for everything not expressly covered in this supplement letter.
We remain at your disposal for any clarification you deem necessary on its contents. On this
occasion we send you our best regards.
KPMG S.p.A.

Salvatore Ferragamo S.p.A. Letter def February 27, 2023
With reference to the financial statements of Salvatore Ferragamo S.p.A. and the consolidated financial statements of the Ferragamo Group, the reasons for the request for increased consideration are given below. This
request has already been brought to the attention of your administrative structure by letter sent on December 21, 2022.
With a Determination of the Ministry of Economy and Finance/State General Accounting Office of September 1, 2022, new international auditing standards were adopted, among which, of extreme relevance, ii principle No. 315 on "ldentification and assessment of risks of significant errors." This standard is in fact ii central point of the entire ii audit process as it aims to provide the auditor with the regale to identify and assess the risks of significant errors, whether due to fraud or unintentional behavior, at the level of financial statements and assertions, so as to define and implement appropriate audit responses to these risks.
The new version introduces many new features, including:
Lastly, as part of the control activities carried out by the firm, a specific list of controls is now identified that the auditor is required to identify and on which he or she must perform checks regarding the configuration and implementation, such as controls that address a risk deemed significant or those on accounting records, including nonstandard records used to record nonrecurring or unusual transactions or adjusting entries;
• a more granular determination of risk, particularly inherent risk, through the exercise of professional judgment, based on consideration of inherent risk factors such as complexity, subjectivity, change, uncertainty, and the possibility of error due to management interference or other fraud risk factors.
The European Commission, on December 17, 2018, adopted ii Delegated Regulation (EU) 2019/815 (hereinafter "Delegated Regulation") under which issuers whose securities are admitted to trading on an EU regulated market (hereinafter "Issuers") are required to:


Salvatore Ferragamo S.p.A. Letter def February 27, 2023
The obligation to prepare annual financial reports in the XHTML formate takes effect from the fiscal year beginning ii January 1, 2021, and, also as of that date, Issuers must mark all numbers in a currency declared present:
that make up ii IFRS consolidated financial statements.
ln addition to the numbers in a stated currency above and again with specific reference to the marking of IFRS consolidated financial statements, Issuers must mark:
In particular, the new paragraph 1.1 indicates that the Directors shall see to the application of the provisions of the Delegated Regulations to the annual financial reports that Issuers publish in accordance with paragraph 1 of the same article, while the new paragraph 1.2 defines the responsibilities of the statutory auditor. The latter, in fact, in the audit report referred to in Article 14 of Legislative Decree No. 39 of January 27, 2010, shall express altresl an opinion on the conformity of the draft annual financial statements and consolidated financial statements, if any, included in the annual financial report, with the provisions of the
Delegated Regulations, based on an auditing standard prepared for this purpose pursuant to Article 11, paragraph 2, of Legislative Decree No. 39 of January 27, 2010. In this regard, it was adopted by Determination of the
Ministry of Economy and Finance (Ragioneria Generale dello Stato) of February 11, 2022, ii auditing standard (SA) Italy 7008 "The responsibilities of the person in charge of the statutory audit with reference to the financial statements prepared according to ii single electronic format of communication (ESEF - European Single Electronic Format)," in force for te audits of financial statements of administrative periods beginning on or after January 1, 2021.
Taking into account the changed regulatory framework from what was provided in our original engagement letter dated December 3, 2018, paragraphs 1, 2.1, 2.3 and 3 of that letter regarding, respectively, the "Subject and Purpose of the Engagement," the "Nature of the Engagement - Statutory Audit," the "Nature of the Engagement

Salvatore Ferragamo S.p.A. Letter def February 27, 2023
We have agreed with you, as part of the audit of the consolidated financial statements as of December 31, 2022, to carry out some specific audit procedures on the reporting packages of the following subsidiaries: Ferragamo U.K. Limited, Ferragamo Deutschland GmbH, Ferragamo Espana S.L., Ferragamo Retail Nederland B.V., Ferragamo Austria GmbH carried out directly by the Italian team.
In addition to the above, with respect to the financial statements with a closing date of December 31, 2022 only, additional procedures were necessary with respect to the migration activities on the SAP information system with regard to the subsidiary Ferragamo Mexico S. de R.L. de CV, the analysis of the new incentive plan addressed to the CEO, the signing of the contract with Farfetch Platform Solution Limited and the renewal of the Advance Price Agreement (APA).
The following table summarizes the additions made to the fees in relation to the above aspects to be applied from the financial statements as of December 31, 2022:
| Ho ur s no. |
Fees € |
|
|---|---|---|
| Assignment letter dated December 3, 2018 and fee adjustment letters dated October 14, 2021 and March 2, 2022 and July 29, 2022 |
2.673 | 198.419 |
| Integration of fees ISA 315 Revised | 150 | 15.000 |
| Integration of ESEF fees | 350 | 35.000 |
| Integration fees specific audit procedures on foreign reporting packages. | 200 | 15.000 |
| General total recurring fees | 3.373 | 263.419 |
| Integration other non-recurring elements | 60 | 6.600 |
| General total consideration 2022 | 3.433 | 270.019 |
It is understood that the aforementioned letter of assignment dated December 3, 2018 remains in effect for everything not expressly covered in this supplement letter.


During FY2022, a number of requests for supplementary consideration were received from our foreign correspondents mainly due to the following issues, some of which have already been mentioned above:
The requests for fee increases are therefore attributable to situations that have arisen since the original audit proposal and make the circumstances then existing no longer relevant. It should also be pointed out that audit engagements for subsidiaries are mainly for one year and are therefore subject to renewal at each financial year-end.
Our auditing firm and the KPMG network are working toward the implementation of the international standard on quality management - International Standard on Quality Management 1 (ISQM1). As of December 15, 2022, ii principle has in fact come into force internationally. International Standard on Quality Management 1 (ISQM 1). This standard represents a significant evolution from the past with the aim of facilitating the process of improving the quality of audit work, increasing the level of confidence of users of financial statements. In the regulatory framework outlined by ISQM 1, the technological resources available to the audit firm assume increasing importance in view of the technological evolution found in the market in recent years. ln fact, ISQM 1, in paragraph 32, letter (f), expressly requires the audit firm that appropriate technological resources are acquired or developed, implemented, maintained and used to enable the audit firm's quality management system to be operational and to enable the performance of assignments. The same principle then identifies as relevant to quality management those technologies that are:


• essential to enable the operational effectiveness of the resources mentioned in the previous points, for example, an IT infrastructure, an IT application, and the IT processes that support it.
The implementation activities of the ISQM 1 regals being carried out by our company are leading to significant implications in terms of investment in technological resources required to comply with these regals, also in relation to the increased technological risks arising from flexible work modes (smart working, hybrid working, etc.), with impact on service costs.
Below is the integration of audit fees discussed with your administrative structure for the year 2022 and which, with the same scope of intervention, will also be applied for subsequent years. As mentioned above, however, the current scope of intervention may be subject to discussion subsequent to the Shareholders' Meeting that will approve ii 2022 financial statements in order to define an approach that takes into account the relative size of the individual subsidiaries with respect to the Group, the existence of specific risks, any local regulatory requirements.
The Board of Directors will be promptly informed of this comparison in order to share the outcome that may be applicable from FY2023.
Salvatore Ferragamo S.p.A.
Letter def February 27, 2023
| Change (euros) |
hoursChange Fees | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Hours2022 | Fees (euros) | Fees | New | Scenario | Inflation effect | Fees | Fees | ||||
| Society | from proposal |
2022 by proposal | Other (local currency) 2022 by proposal |
principles | Macroeconomic | More | and exchange rate effect changes | 2022 hours |
(euro) 2022 | (local currency) 2022 |
|
| Ferragamo Japan K.K. | 837 | 57.276 | 7,390.855 | 90 | 125 | 330 - |
(2,885) | 119.488 | 1.382 | 173.879 | 24.000.000 |
| Ferragamo Mexico S. de R.L. de CV | 747 | 15.083 | 345.132 | 90 | 88 | 150 | 4.902 | 9.562 | 1.075 | 29.547 | 626.000 |
| Ferragamo Espana S.L. | 340 | 15.330 | 12.264 | 40 | 20 | 1.348 | 13.322 | 400 | 30.000 | 30.000 | |
| Ferragamo Brazil Roupas e Accessorios Ltda. | 396 | 13.907 | 62.407 | 40 | 20 | 150 | 59 | 5.887 | 606 | 19.853 | 108.000 |
| Ferragamo France S.A. S. | 306 | 24.948 | 24.948 | 40 | 20 | 2.398 | 2.154 | 366 | 29.500 | 29.500 | |
| Ferragamo Deutschland GmbH | 306 | 24.939 | 19.397 | 20 | 10 | 60 | 3.122 | (16.961) | 276 | 11.100 | 11.100 |
| Ferragamo Suisse SA | 290 | 31.051 | 35.923 | 20 - |
10 | 110 | 6.584 | (16.733) | 210 | 20.902 | 21.000 |
| Ferragamo Austria GmbH | 270 | 21.017 | 16.814 | 20 | 10 | 40 | 2.845 | (3.247) | 260 | 20.615 | 20.615 |
| Ferragamo Retail Taiwan Limited | 441 | 13.309 | 471.866 | 20 | 10 | 200 | 1.775 | (15) | 271 | 15.069 | 471.865 |
| Ferragamo Fashion Trading (Shanghai) Co. Ltd | 801 | 37.368 | 288.370 | 80 | 40 - |
5.085 | (1.716) | 40.737 | 288.370 | ||
| Ferragamo Fashion (Shanghai) Co. Ltd | 351 | 16.385 | 126.444 | 40 | 20 | 2.230 | (753) | 921 411 |
- 17.862 |
126.444 | |
| Ferragamo Australia Pty Ltd | 540 | 36.291 | 57.293 | 40 | 20 | - | 4.964 | (3.480) | 600 | 37.775 | 57.293 |
| Ferragamo Malaysia Sdn. Bhd | 300 | 6.068 | 28.566 | 40 | 20 | 333 | (228) | 360 | 6.173 | 28.566 | |
| Ferragamo Retail Macau Limited | 290 | 11.128 | 104.509 | 20 | 10 | 2.385 | (1.198) | 320 | 12.315 | 104.556 | |
| Ferragamo Hong Kong Ltd | 495 | 28.829 | 263.690 | 40 | 20 | 200 | 4.835 | (1.888} | 755 | 31.776 | 263.690 |
| Ferragamo Retail HK Ltd | 477 | 27.781 | 254.109 | 40 | 20 | 4.659 | (1.621) | 537 | 30.819 | 254.109 | |
| Ferrimag Limited | 240 | 13.967 | 127.749 | 15 | 10 | 2.342 | (815) | 265 | 15.494 | 127.749 | |
| Ferragamo Korea Ltd | 891 | 44.004 | 57.060.160 | 80 | 40 | 2.546 | (1.022) | 1.011 | 45.528 | 61.830.000 | |
| Ferragamo Singapore Pte Ltd | 441 | 26.727 | 42.485 | 40 | 20 | 3.928 | 551 | 501 | 31.206 | 45.285 | |
| Ferragamo (Thailand) Limited | 270 | 6.654 | 205.290 | 20 - |
10 | -- | 569 | 227 | 300 | 7.450 | 274.575 |
| Ferragamo Argentina S.A. | 255 | 4.121 | 137.537 | 40 | 20 | 100 | 15.474 | (7.249) | 415 | 12.346 | 1.691.490 |
| Ferragamo Chile S.A. | 255 | 6.847 | 5.179.658 | 40 | 20 | 100 | 495 | 503 | 415 | 7.845 | 7.192.573 |
| Ferragamo Belgique SA | 255 | 20.202 | 20.202 | 20 | 10 | 3.541 | (197) | 285 | 23.546 | 23.546 | |
| 9.795 | 503.232 | 935 | 593 | 620 | 73.536 | 94.569 | 11.943 | 671.337 |
The "Other" column includes changes def perimeter of activity carried out, deepening of bifurcation areas risufted particofarmente significant and/or changes in hours from those budgeted.

Shareholders,
as part of the Ordinary Shareholders' Meeting, you are called upon to resolve on the integration of the fees to be paid to the company KPMG S.p.A. (hereinafter also "KPMG" or "Auditing Firm") for the performance of the statutory audit of the statutory and consolidated financial statements of the company Salvatore Ferragamo S.p.A. (hereinafter also "Ferragamo" or "Company") for the years 2022-2028.
Pursuant to Article 13(1) of Legislative Decree No. 39 of January 27, 2010 (hereinafter also referred to as "Legislative Decree 39/2010"), the determination of the fees of the statutory auditing firm is the responsibility of the Shareholders' Meeting "upon the reasoned proposal of the auditing body."
As a reminder, KPMG was appointed as the statutory auditors for the 2020-2028 fiscal years by a resolution of the Ordinary Shareholders' Meeting of Ferragamo held on April 18, 2019.
The engagement pertaining to statutory audit services (hereinafter also "Engagement") is governed by the "Proposal for statutory audit services for the nine-year period 2020- 2028 pursuant to Legislative Decree No. 39 of January 27, 2010," submitted by KPMG on December 3, 2018 (hereinafter also "Proposal").
The subject of the Assignment is the performance of statutory audit services, for the period 2020-2028 as outlined below:
consolidated financial statements;
◼ Limited audit of the condensed interim consolidated financial statements.
In a letter dated December 21, 2022 and a letter dated February 27, 2023, KPMG (hereinafter also jointly referred to as the "Supplementary Proposal") submitted for the attention of the Company an integration of consideration, with respect to both Salvatore Ferragamo S.p.A. and its foreign subsidiaries, based on the following:
◼ on September 1, 2022, by Determination of the Ministry of Economy and Finance/General Accounting Office of the State, the new international auditing standards were adopted including ISA Standard No. 315 on "Identification

and assessment of the risks of significant errors." The main changes introduced concerned:
(ii) analysis of the new incentive plan aimed at the CEO, (iii) signing of the contract with Farfetch Platform Solution Limited, and finally (iv) renewal of the Advance Price Agreement (APA).
In light of the foregoing, (i) the review and application of the new auditing standards, (ii) the modification of certain audit procedures on the reporting packages of certain subsidiaries, and (iii) the need to prepare annual financial reports in XHTML format and mark IFRS consolidated financial statements using XBRL markup language, will have a material impact on the scope of Ferragamo's statutory audit of its statutory and consolidated financial statements resulting in an increase in the estimated commitments to perform the audit for each of the fiscal years in the period 2022-2028.
Pursuant to section 6.2 "Update and Changes in Fees for the period covered by this engagement letter" of the Proposal, KPMG has, therefore, quantified the

extent of the increase in honorarium related to each of the fiscal years from December 31, 2022 to December 31, 2028 in Euro 65,000 (plus Euro 6,600 for non-recurring activities and related only to the year 2022). Specifically, for each of the fiscal years from 2022 to 2028, the details of the additional hours separately for each activity to be carried out are shown below:
| Activity Description | Assignm ent (no. of hours planned) |
Integration (no. hours) |
Total (no. hours) |
Total fees (Euro) |
|---|---|---|---|---|
| Assignment letter dated December 3, 2018, and fee adjustment letters dated October 14, 2021, March 2, 2022, and July 29, 2022 |
2.673 | - | 2.673 | 198.419 |
| Integration of fees ISA 315 Revised | - | 150 | 150 | 15.000 |
| Integration of ESEF fees | - | 350 | 350 | 35.000 |
| Integration of specific audit procedure fees on foreign reporting packages |
- | 200 | 200 | 15.000 |
| ANNUAL GRAND TOTAL (2022-2028) | 2.673 | 700 | 3.373 | 263.419 |
| Integration of other non-recurring elements | - | 60 | 60 | 6.600 |
| TOTAL (2022) | 2.673 | 760 | 3.433 | 270.019 |
Given the originally agreed upon hours and fees, the Auditing Firm in its letter dated February 27, 2023, informs that, starting with the audit activities performed on the financial statements as of December 31, 2022, and for future audit activities related to the years of further term of the Assignment, the hours and fees provided for the performance of the mandatory activities, including the above supplement, will be equal to what is shown in the table below:
| Mandatory activities 2022-2028 | |||||||
|---|---|---|---|---|---|---|---|
| No. of hours No. of Assignment integrated hours |
No. of total hours |
Annual total fee (Euro) | |||||
| 2.673 | 700 | 3.373 | 263.419 |
The total annual consideration, for Salvatore Ferragamo S.p.A., is therefore increased from Euro 198,419 to Euro 263,419 as a result of the requested integration. To this amount must be added the ISTAT integration provided for in point 6.2 of the Proposal (amounting to a total of Euro 15,602).

Pursuant to paragraph 6.2 of "Update and changes in fees for the period covered by this engagement letter" of the Proposal, KPMG has, therefore, quantified the extent of the fee increase relating to each of the fiscal years from December 31, 2022 to December 31, 2028 - assuming the same scope of intervention - as 94,569 euros (plus 73,536 euros for inflation and exchange rate effects due to the significant inflationary recovery in substantially all countries of the world). It should also be recalled that the current scope of intervention may be subject to discussion subsequent to the Shareholders' Meeting that will approve the 2022 financial statements, in order to share the outcome that may be applicable as of fiscal year 2023, in order to define an approach that takes into account the relative size of the individual subsidiaries with respect to the Group, the existence of specific risks, and any local regulatory requirements.
That said, for each fiscal year from 2022 to 2028, details of the additional hours separately for each activity to be carried out are given below:
| Activity Description | Assignm ent (no. of hours planned) |
Integration (no. hours) |
Total (no. hours) |
Total fees (Euro) |
|---|---|---|---|---|
| Assignment letter dated December 3, 2018 | 9.795 | - | 9.795 | 503.232 |
| Integration of fees | - | - | 2.148 | 94.569 |
| - Integration fees new principles | - | 935 | - | 42.147 |
| - Integration consideration macro scenario | - | 593 | - | 29.502 |
| - Integration of fees perimeter change | - | 620 | - | 22.920 |
| Inflation and exchange rate effect | - | - | - | 73.536 |
| ANNUAL GRAND TOTAL (2022-2028) | 9.795 | 2.148 | 11.943 | 671.337 |
Given the originally agreed upon hours and fees, the Auditing Firm in its letter dated February 27, 2023, informs that, starting with the audit activities performed on the financial statements as of December 31, 2022, and for future audit activities related to the years of further term of the Assignment, the hours and fees provided for the performance of the mandatory activities, including the above supplement, will be equal to what is shown in the table below:
| Mandatory activities 2022-2028 | |||||
|---|---|---|---|---|---|
| No. of hours Assignment |
No. of integrated hours |
No. of total hours |
Annual total fee (Euro) | ||
| 9.795 | 2.148 | 11.943 | 671.337 |
Ferragamo's Chief Financial Officer has provided the Board of Statutory Auditors with his assessments of the Auditor's request and, as a result of them, has represented to the Board of Statutory Auditors that the aforementioned integration of fees - subject to negotiation between the parties in order to contain costs - for Ferragamo's fiscal years 2022-2028 is reasonable due to the following factors:

employed); and

represents a reflection of an appropriate assessment of the increased commitment required of the Auditing Firm;
◼ the valuation of fees, based on the hours subject to integration, appears consistent with the professional hourly rates by category established in the Proposal.
In relation to the request for supplementation of the fees to be paid to KPMG for the additional activities outlined above, taking into account that:
Over the past 12 months, the Board of Statutory Auditors has met on numerous occasions both with the auditing firm in order to have more details about the activities to be carried out and the rationale pertaining to the audit process, and with the relevant corporate structures, which have set out their assessments of the integration request and the reasonableness of its contents.
As a result of the above activities, the Board of Statutory Auditors, having noted and shared the assessments of the Company's Chief Financial Officer, on the basis of the considerations made and the verifications conducted, finds that the request for the integration of audit activities is consistent with the statutory audit process under the Assignment, adequate in view of the new audit activities related to the events listed above, congruous in relation to the professional commitment required as well as aligned with the conditions already in place.
That being said, the Board of Statutory Auditors submits for your approval, in the terms stated above, the proposal for supplementation of fees formulated by KPMG on December 21, 2022 and February 27, 2023, as per the following proposed resolution:
* * *
"The Ordinary Shareholders' Meeting of Salvatore Ferragamo S.p.A:

– To approve the supplement of the total annual fee for fiscal year 2022 to be paid to the auditing firm KPMG S.p.A. for the performance of the statutory audit engagement in the amount indicated below:
| Annual 2022 | |||||
|---|---|---|---|---|---|
| Services on Salvatore Ferragamo S.p.A. | Integration hours |
Integration fees (Euro) | |||
| Integration of other non-recurring elements |
60 | 6.600 |
– to approve the integration of the total annual fees for each fiscal year of the period 2022-2028 to be paid to the Auditing Firm KPMG S.p.A. for the performance of the statutory audit assignment in the amounts indicated below, to which must be added the ISTAT integration provided for in point 6.2 of the Assignment:
| Annuality 2022-2028 | ||||
|---|---|---|---|---|
| Services on Salvatore Ferragamo S.p.A. | Integration hours |
Integration fees (Euro) |
||
| Integration of fees ISA 315 Revised | 150 | 15.000 | ||
| Integration of ESEF fees | 350 | 35.000 | ||
| Integration of specific audit procedure fees on foreign reporting package |
200 | 15.000 | ||
| TOTAL INTEGRATION RECURRING FEES | 700 | 65.000 |
Following this integration, the audit fees for the years 2022 to 2028 will amount to
| Services on Salvatore Ferragamo S.p.A. | Integration hours |
Integration fees (Euro) |
|---|---|---|
| Assignment letter dated December 3, 2018 and fee adjustment letters dated October 14, 2021 and March 2, 2022 and 29 July 2022 |
2.673 | 198.419 |
| Integration of fees (ANNEX 1) | 700 | 65.000 |
| Total general recurring fees 2022 - 2028 | 3.373 | 263.419 |
| Integration of other non-recurring items 2022 | 60 | 6.600 |
| GENERAL TOTAL FEES 2022 | 3.433 | 270.019 |
In addition,
– taking into account the request made by KPMG, in a letter dated February 27, 2023, to supplement the fees for some foreign subsidiaries of the Ferragamo Group as a result of the additional recurring commitments related to the application of the new auditing standards for each year from 2022 to 2028 and the ongoing change in the economics of auditing firms;

– To approve the integration of the total annual fees for each fiscal year of the period 2022-2028 to be paid to the Audit Firms of the KPMG S.p.A. network for the performance of the statutory audit assignment at some foreign subsidiaries of the Salvatore Ferragamo Group in the amounts indicated below:
| Annuality 2022-2028 | ||||
|---|---|---|---|---|
| Services on foreign subsidiaries | Assignm ent hours |
Integration fees |
||
| Integration of fees | 2.148 | 94.569 (*) |
* Does not include the inflation effect and the foreign exchange effect, amounting to Euro 73,536. Including these effects, the total is Euro 168,105."
Rome, March 10, 2023
For the Board of Statutory Auditors The Chairman Andrea Balelli
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.