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Salvatore Ferragamo

Proxy Solicitation & Information Statement Jul 4, 2023

4432_mrq_2023-07-04_6de6f8e3-0991-4b7f-bbbd-ef9d33d53f39.pdf

Proxy Solicitation & Information Statement

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EXCERPT FROM THE SHAREHOLDERS' AGREEMENT PUBLISHED PURSUANT TO ARTICLE 122 OF LEGISLATIVE DECREE NO. 58/ 1998 ("CFA") AND ARTICLES 129 AND 131 OF THE CONSOB REGULATION NO. 11971/1999 ("ISSUERS' REGULATION") CONCERNING THE SHARES OF

SALVATORE FERRAGAMO S.P.A.

Pursuant to Article 122 of the CFA and Articles 129 and 131 of Issuers' Regulation, it is hereby announced that on 30 June 2023, Ferragamo Finanziaria S.p.A, with registered office in Florence, Via Tornabuoni No. 2, tax code, VAT number and registration number with the Companies Register of Florence 04161460482 ("Ferragamo Finanziaria") and Majestic Honour Limited, a company incorporated under the laws of Hong Kong, with registered office in Hong Kong, 20 Pedder Street, 23rd Floor, Wheelock House, indirectly controlled by Mr. Peter K. C. Woo ("MHL" and, jointly with Ferragamo Finanziaria, the "Parties") entered into a new shareholders' agreement (the "Agreement") to renew the shareholders' agreement signed on 29 June 2017, renewed on 29 June 2020 and expired on 29 June 2023. Below is the information required pursuant to Article 129 of the Issuers' Regulation. The Agreement will be effective until 29 June 2026.

Type of agreement and number of syndicated shares

The Agreement is a shareholders' agreement falling within the scope of Article 122, paragraph 1, of the CFA ( i.e., a voting syndicate).

The number of shares covered by the Agreement on 30 June 2023 is 101,716,410, representing 60.262% of the Company's share capital, subject to the following in relation to the voting rights.

Company whose financial instruments are covered by the Agreement

The company, whose financial instruments are covered by the Agreement, is Salvatore Ferragamo S.p.A., with registered office in Florence, Via Tornabuoni 2, tax code, VAT number and enrolment number at the Companies Register of Florence 02175200480, share capital Euro 16,879,000 fully paid up, represented by 168,790,000 shares without indication of par value, a company belonging to the Ferragamo Finanziaria group, subject to the management and coordination of Ferragamo Finanziaria pursuant to Article 2497-bis of the Italian Civil Code ("SF" or the "Company").

Parties to the Agreement and shares owned by them

The parties to the Agreement are Ferragamo Finanziaria e MHL.

The following table sets forth the number of shares contributed to the Agreement by such parties (the "Conferred Shares") and the voting rights attached thereto (the "Conferred Voting Rights"), as well as the percentage represented by such shares with respect to (i) the total number of Conferred Shares and Conferred Voting Rights, and (ii) the total number of shares forming SF share capital and the voting rights attached thereto. It should be noted that as at 30 June 2023, the Company held 3,261,034 treasury shares, equal to 1.932% of the share capital; the corresponding voting rights are suspended in accordance with the law.

Position at 30 June 2023
Shareholder No.
of
shares
% of total
Conferred
Shares
%
of
total
SF
Shares
No.
of
Conferred
Voting
Rights
% of total
Conferred
Voting
Rights
% of total SF
voting rights
Ferragamo
Finanziaria(1
)
91,611,810 90.066% 54.276% 183,223,620 94.773% 65.849%
MHL 10,104,600 9.934% 5.986% 10,104,600 5.227% 3.632%
Total 101,716,410 100% 60.262% 193,328,220 100% 69.481%

This excerpt is published on the Company's website (https://group.ferragamo.com/it), where the extract of the Agreement containing the essential information required by Article 130 of the Issuers' Regulation is also available. The Agreement was filed with the Companies' Register of Florence on 3 July 2023.

Florence, 4 July 2023

1 Ferragamo Finanziaria requested inclusion in the Special List of the Increased Voting Rights provided for by article 6 of the Company's articles of association on 2 July 2018 of no. 86,499,010 shares and on 14 January 2019 of no. 5,112,800 shares. As at 30 June 2023, therefore, Ferragamo Finanziaria held a total of 91,611,810 shares in the Company's capital, corresponding to 183,223,620 voting rights.

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