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Salvatore Ferragamo — Proxy Solicitation & Information Statement 2021
Apr 1, 2021
4432_def-14a_2021-04-01_cd498428-b915-40df-ba56-40ba4fcb8969.pdf
Proxy Solicitation & Information Statement
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PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27 and as extended by effect of paragraph 6 of art. 3, D.L. 183/2020, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135 undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135 novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form
Declaration of the Appointed Representative - Spafid declares that it has no own interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between SPAFID and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Spafid will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Spafid will not vote for such items.
With reference to the Ordinary and Extraordinary General Meeting of Salvatore Ferragamo S.p.A. to be held at the office of Notary Dr. Francesco Steidl, Via Giambologna, 4, 50132, Florence, on 22 April 2021, at 9.00 a.m. on single call, as set forth in the notice of the shareholders' meeting published on the Company's website at https://group.ferragamo.com, in the section "Governance/Shareholders' Meeting " March 9, 2021 and, in abridged form, in the Italian daily newspaper "Milano Finanza" on March 10, 2021and having regard to the Reports on the items on the Agenda made available by the Company(§)
Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.
PROXY FORM
Complete with the information requested at the bottom of the form (§)
| I, the undersigned (party signing the proxy) | (Name and Surname) (*) |
|
|---|---|---|
| Born in (*) | On (*) | Tax identification code or other identification if foreign (*) |
| Resident in (*) | Address (*) | |
| Phone No. (**) |
Email (**) | |
| Valid ID document (type) (*) (to be enclosed as a copy) |
Issued by (*) | No. (*) |
(§)The Company will process the personal data in accordance with the information annex. (*) Mandatory. (**) It is recommended to fill.

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| in quality of (tick the box that interests you) (*) | ||||||
|---|---|---|---|---|---|---|
| shareholder with the right to vote pledge |
bearer usufructuary custodian |
OR IF DIFFERENT FROM THE SHARE HOLDER legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed) manager other (specify) |
……………………………………………………………………………………………… | |||
| Name Surname / Denomination (*) (complete only if the shareholder is |
Tax identification code or other identification if foreign (*) | |||||
| different from the proxy signatory) |
Born in () Registered office / Resident in () |
On (*) | ||||
| Related to | ||||||
| No. (*) __ shares SALVATORE FERRAGAMO | ISIN __ Registrated in the securities account (1) n. _______ |
at the custodian __ ABI _____ CAB | _____ | |||
| referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No ________ | Supplied by the intermediary: _________ |
(to be filled in with information regarding any further communications relating to deposits)
DELEGATES/SUB DELEGATES SOCIETÀ PER AMMINISTRAZIONI FIDUCIARIE SPAFID S.P.A. ("SPAFID"), with registered office in Milan, Tax Code no. 00717010151, to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES
- that he/she/it is aware that the proxy to the Appointed Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case,
the vote shall be expressed for the sole proposals in respect of which instructions have been granted;
-
to have requested from the custodian the communication for participation in the Meeting as indicated above;
-
that there are no reasons for incompatibility or suspension of the exercise of voting rights;
-
(in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.
AUTHORIZE Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document.
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
(Place and Date) * (
Signature) *
VOTING INSTRUCTIONS
intended for the Appointed Representative only - Tick the relevant boxes
The undersigned (3) (Personal details) __________________________________________________________________________________________________________
(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________
Hereby appoints Spafid to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting of Salvatore Ferragamo S.p.A. to be held at the office of Notary Dr. Francesco Steidl, Via Giambologna, 4, 50132, Florence, on 22 April 2021, at 9.00 a.m. on single call.
RESOLUTIONS SUBJECT TO VOTING
Ordinary Part
1) Financial Statements of Salvatore Ferragamo S.p.A. as of December 31, 2020, accompanied by the Directors' Report on Operations for the year 2020 including the consolidated statement containing non-financial information pursuant to Legislative Decree No. 254 of December 30, 2016 relating to the year 2020, the Report of the Board of Statutory Auditors and the Independent Auditors. Presentation of the Consolidated Financial Statements as of December 31, 2020. Related and consequent resolutions.
| Proposal of the Board of Directors | Tick only one box | In Favour | Against | Abstain | |
|---|---|---|---|---|---|
| Tick only one box | If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting Modify the instructions (express preference) |
||||
| confirms the instructions | revokes the instructions | In Favour: | Against | Abstain | |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| 2. Report on remuneration policy and fees paid: | |||
|---|---|---|---|
| 2.1 resolutions regarding the Company's remuneration policy referred to the first section of the report pursuant to Article 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998; |
|||
| Proposal of the Board of Directors | Tick only one box | In Favour Against |
Abstain |
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to Tick only one box confirms the instructions revokes the instructions |
the meeting Modify the instructions (express preference) In Favour: |
Against | Abstain |
| 2.2 resolutions relating to the second section of the report pursuant to art. 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998. | |||
| Proposal of the Board of Directors | Tick only one box | In Favour Against |
Abstain |
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to Tick only one box confirms the instructions revokes the instructions |
the meeting Modify the instructions (express preference) In Favour: |
Against | Abstain |

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| 3. Determination of the number of members of the Board of Directors. | |||
|---|---|---|---|
| Proposal to determine in 10 (ten) the number of members of the Board of Directors to be appointed | Tick only one box | In Favour Against |
Abstain |
| (Shareholders' name) Majority List n. 1 submitted by Ferragamo Finanziaria SpA |
|||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to Tick only one box |
the meeting Modify the instructions (express preference) |
||
| confirms the instructions revokes the instructions |
In Favour: | Against | Abstain |
| 4. Determination of Directors' term of office. | |||
| Proposal to set the term of office of the Board of Directors to be appointed in 3 financial years and, therefore, until the Shareholders' Meeting called for the approval of the financial statements as at 31 December 2023 |
Tick only one box | In Favour Against |
Abstain |
| (Shareholders' name) Majority List n. 1 submitted by Ferragamo Finanziaria SpA | |||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to Tick only one box |
the meeting Modify the instructions (express preference) |
||
| confirms the instructions revokes the instructions |
In Favour: | Against | Abstain |
| 5) Appointment of Directors. |
|||
| Indicate the number of the chosen list (No. 1 Majority List or No. 2 Minority List) or against / abstained with reference to all the lists |
Tick only one box List No. 1 List No. 2 |
Against | Abstain |
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to Tick only one box |
the meeting Modify the instructions (express preference) |
||
| confirms the instructions revokes the instructions |
In Favour: | Against | Abstain |

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| 6. Determination of the remuneration due to the members of the Board of Directors. Proposal to set in Euro 500,000 (five hundred thousand, 00) the total gross annual remuneration to be paid to the entire Board of Directors by delegating to the same Board of Directors, according to applicable laws, the setting of remuneration for special assignments |
Tick only one box | In Favour | Against | Abstain | |
|---|---|---|---|---|---|
| (Shareholders' name) Majority List n. 1 submitted by Ferragamo Finanziaria SpA | |||||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to Tick only one box confirms the instructions revokes the instructions |
Modify the instructions (express preference) In Favour: |
the meeting | Against | Abstain | |
| Proposal of the Board of Directors | Tick only one box | In Favour | Against | Abstain | |
|---|---|---|---|---|---|
| Tick only one box | If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting Modify the instructions (express preference) |
||||
| confirms the instructions | revokes the instructions | In Favour: | Against | Abstain |
revocation of the authorization granted by the Annual General Meeting held on May 8, 2020 in relation to the part not executed. Related and consequent resolutions.

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
Extraordinary Part
| 1. Proposal to amend Article 6 of the Articles of Association concerning the vote increase. Related and consequent resolutions. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Proposal of the Board of Directors | Tick only one box | In Favour | Against | Abstain | ||||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting Tick only one box Modify the instructions (express preference) |
||||||||
| confirms the instructions | revokes the instructions | In Favour: | Against | Abstain | ||||
(Place and Date) * (
Signature) *

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| DIRECTORS' LIABILITY ACTION | ||||||
|---|---|---|---|---|---|---|
| In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Appointed Representative to vote as follows: |
||||||
| Tick only one box | In Favour | Against | Abstain | |||
| (Place and Date) * |
( Signature) * |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
INSTRUCTIONS FOR THE FILLING AND SUBMISSION
The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83 sexies, Legislative Decree 58/1998)
- The proxy must be dated and signed by the delegating party.
- Representation may be conferred only for single meetings, with effect also for subsequent calls.
- In the case of co-ownership of shares, the proxy must always be issued with the signature of all the co-owners.
- (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
___________________________________________________________________________________________________________________________________________________________________
- (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
- (3) Indicate the name and surname of the signatory of the proxy form and the voting instructions.
The proxy with the relating voting instructions shall be received together with:
- a copy of an identification document with current validity of the proxy grantor or
- in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,
(in the event of a sub-proxy, the following must be sent to the Appointed Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)
by one of the following alternative methods:
- i) transmission of an electronically reproduced copy (PDF) to the certified email address [email protected] (subject line "Proxy for Salvatore Ferragamo 2021 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
- ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Spafid S.p.A., Foro Buonaparte 10, 20121 Milan (Ref. "Proxy for Salvatore Ferragamo 2021 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to [email protected] (subject line: "Proxy for Salvatore Ferragamo 2021 Shareholders' Meeting")
The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.
N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Spafid S.p.A. by email to the following address [email protected] or by phone at the following telephone numbers (+39) 02.80687319 – 02.80687335 (during open office hours from 9:00 a.m. to 5:00 p.m.).

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
PROTECTION OF PERSONAL DATA INFORMATION PURSUANT TO ART. 13 AND ART. 14 OF REGULATION EU 2016/679
Pursuant to Article 13 and Article 14 of Regulation EU 2016/679 and with national legislation and regulations in force on personal data protection, the data contained in the proxy form shall be processed by Spafid S.p.A. – the data controller – for compliance with obligations concerning representation in shareholders meetings and casting the vote of the person who appointed Spafid as a proxy in its capacity as the Designated Proxy, in observance of the instructions issued by that person and also in compliance with the obligations set by law, by regulations and by EU legislation or provisions issued by the supervisory and other authorities.
The legal basis is given by compliance with laws (Art. 2370 of the Italian Civil Code and following articles) and for the relative and consequent compliance obligations.
This data may be known by employees and associate workers of the Spafid S.p.A. who are specifically authorized to process them in their capacity as persons responsible for or appointed to pursue the above aims. The data may be distributed or communicated to specific parties, including those belonging to other companies controlled by Spafid, in compliance with a legal, regulatory or EU obligation or on the basis of orders given by an authority legally empowered to issue them or given by supervisory and control bodies as well as for the purposes strictly connected and instrumental to the performance of the compliance contractual obligations concerning representing and voting for the person who appointed Spafid as a proxy in its capacity as the Designated Proxy. Without the data indicated as compulsory, the Company will be unable to allow the proxy to take part in the Shareholders' Meeting.
The processing of the personal data or of personal data relating to third parties (e.g. delegated persons or their substitutes) communicated by you (the "Personal Data") will take place, in compliance with the provisions of personal data protection legislation and regulations, by using hardcopy, IT or telematic tools, with an approach strictly related to the purposes indicated and in any case in ways appropriate to ensure security and confidentiality in compliance with personal data protection legislation and regulations.
With regard to the purposes described above, Spafid will process personal data such as for the example, but not limited to these, personal details (e.g. first name, last name, address, date of birth, identity card, tax identification number).
A data subject shall have the right to obtain at any time confirmation of whether or not data is held on him/her, to know its content and origin, to check its accuracy or to ask for it to be added to, updated or rectified (Art. 15 and Art. 16 of the GDPR). Furthermore a data subject has the right to ask for the erasure of the data, restrictions on its processing, revocation of consent, portability of the data as well as the right to make complaints to the supervisory authority and in any event to object to its processing on legitimate grounds (Art. 17 and following of the GDPR). Those rights may be exercised by making a communication in writing accompanied by a valid identity document of the data subject to be sent to: [email protected].
The data controller is the company Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with Headquarters at 10, Via Filodrammatici, Milan. Spafid has designated the data protection officer of the Mediobanca Group as its data protection officer.
The Data Protection Officer may be contacted at the following addresses:
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
PRIVACY INFORMATION DISCLOSURE EX ART. 13 AND 14 OF EU REGULATION 2016/679
Pursuant to EU Regulation no. 679/2016 ("Regulation") and the national legislation in force regarding the protection of personal data (hereinafter, together with the Regulation, the "Privacy Law"), Salvatore Ferragamo S.p.A., with registered office in Florence, Via Dei Tornabuoni n. 2 (Data Controller), informs that the personal data provided with this proxy will be processed for the sole purpose of allowing the Company to manage the shareholders' meeting operations and the consequent legal obligations, in compliance with the Privacy Law.
Personal data will be collected on paper and / or computerized media and processed in a manner strictly related to the purposes indicated above and, in any case, in compliance with the provisions of the Privacy Law.
All personal data will be stored, together with the documents produced during the Shareholders' Meeting, by the Company in order to document what is transcribed in the minutes. In compliance with the principles of proportionality and necessity, personal data will be stored in a form that allows identification of the interested parties for a period of time not exceeding the achievement of the purposes for which they are processed. The audio recordings used for the exclusive purpose of facilitating the subsequent minutes of the meeting, after the minutes have been completed, will be destroyed.
Personal data may be known by Salvatore Ferragamo S.p.A. employees and collaborators specifically authorized to process them, as Managers or authorized Officers / Employees, for the pursuit of the aforementioned purposes.
Such data may be disclosed or communicated to specific subjects in fulfillment of an obligation of law, regulation or community legislation, or on the basis of provisions imparted by Authorities legitimated by the law or by supervisory and control bodies. Without the data indicated as mandatory * it will not be possible for Salvatore Ferragamo S.p.A. allow the delegate to participate in the Assembly.
The subjects to whom the personal data refer will be able to exercise, at any time and by contacting the Company, the rights provided for in articles 15-21 of the Regulation, where applicable, (e.g. access to data, rectification, oblivion, limitation of processing, data portability, opposition) and the right to lodge a complaint with the Privacy Guarantor (www.garanteprivacy.it). The Data Controller is Salvatore Ferragamo S.p.A., with registered office in Florence, Via Dei Tornabuoni n. 2.
Salvatore Ferragamo S.p.A. has appointed a Data Protection Officer, who can be contacted at the following address: [email protected].