Proxy Solicitation & Information Statement • Apr 2, 2024
Proxy Solicitation & Information Statement
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
and to Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency of COVID-19" ("Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Art. 3, paragraph 12 duodecies, of Law Decree no. 215 of 30 December 2023, as amended by Law no. 18 of 23 February 2024, containing urgent provisions regarding regulatory deadlines.
In accordance with Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 (the "Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Art. 3, paragraph 12 duodecies of Law Decree no. 215 of 30 December 2023, as amended by law no. 18 of 23 February 2024, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned "Cura Italia" Decree, the Designated 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 Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, 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, Monte Titoli 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, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.
With reference to the Ordinary General Meeting of SALVATORE FERRAGAMO S.p.A. to be held on 23 April 2024 at 9 a.m., 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/General Meeting of Shareholders 2024" on 14 March 2024 as well as in excerpts in the daily newspaper "Milano Finanza" and having regard to the Reports on the items on the Agenda made available by the Company with this
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. (*) |
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
| shareholder with the right to vote | OR IF DIFFERENT FROM THE | SHARE HOLDER |
|||
|---|---|---|---|---|---|
| | legal representative or subject with subject with power of sub-delegation | (copy of the documentation of the powers of representation to be enclosed) | |||
| pledge |
bearer usufructuary custodian manager |
other (specify) ……………………………………………………………………………………………… |
|||
| Name Surname / Denomination (*) | |||||
| (complete only if the shareholder is |
Tax identification code or other identification if foreign (*) | ||||
| different from the | Born in () On () |
||||
| proxy signatory) | Registered office / Resident in (*) | ||||
| Related to | |||||
| Registrated in the securities account (1) _____ |
n. ___ at the custodian ___ ABI __ CAB | ||||
| no. (*) _____ ordinary shares ISIN IT0004712375 | |||||
| referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. Supplied by the intermediary: _________ |
|||||
| _________ | |||||
| Registrated in the securities account (1) |
n. ___ at the custodian ___ ABI __ CAB | ||||
| no. (*) ______ multiple vote shares ISIN IT0005333494 | _____ | ||||
| referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. |
|||||
| DELEGATES/SUBDELEGATES | _________ MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. |
Supplied by the intermediary: _________ | |||
| DECLARES | |||||
| - - |
to have requested from the custodian the communication for participation in the Meeting as indicated above; | the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator; | |||
| - | 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. | ||||
| AUTHORIZES Monte Titoli |
and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs. | ||||
| |
(Place and Date) * (
Signature) *
intended for the Designated Representative only - Tick the relevant boxes
The undersigned signatory of the proxy (Personal details)(3) __________________________________________________________________________________________________________
MONTE TITOLI S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________
Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of SALVATORE FERRAGAMO to be held on 23 April 2024, at 9 a.m., on single call
Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.
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 non-financial 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.
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors |
In Favour | Against | Abstain |
|---|---|---|---|
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
| 2 Allocation of the profit for the year and distribution of part of the Extraordinary Reserve. Related and consequent resolutions. | |||
|---|---|---|---|
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
| 3 Report on remuneration policy and compensation paid. Related and consequent resolutions: |
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
| 3.1 Resolutions concerning the Company's remuneration policy set forth in 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 ("TUF"); |
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|---|---|---|---|
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
| 3.2 Resolutions referred to in the second section of the report pursuant to Article 123-ter, paragraph 6, of the TUF. | |||
|---|---|---|---|
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
4 Appointment of the Board of Directors, upon determination of the number of members, term of office and determination of remuneration. Appointment of the Chairman and Vice Chairman. Related and consequent resolutions:
| 4.1 determination of the number of members of the Board of Directors; | |||
|---|---|---|---|
| SECTION A Vote for the proposal of majority shareholder Tick only one box: Ferragamo Finanziaria SpA |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
| 4.2 determination of the term of office of Directors; | |||
|---|---|---|---|
| SECTION A Vote for the proposal of majority shareholder Tick only one box: Ferragamo Finanziaria SpA |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
| SECTION A |
|||
|---|---|---|---|
| List no. 1: submitted by the majority shareholder Ferragamo Finanziaria SpA. |
|||
| List no. 2: submitted by a group of minority shareholders. |
List no._ | Against | Abstain |
| Indicate the number of the chosen list or against / abstained with reference to all the lists |
|||
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
| 4.4 determination of remuneration of the members of the Board of Directors; | |||
|---|---|---|---|
| SECTION A Vote for the proposal of majority shareholder Tick only one box: Ferragamo Finanziaria SpA |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
| 4.5 appointment of the Chairman of the Board of Directors; | |||
|---|---|---|---|
| SECTION A Vote for the proposal of majority shareholder Tick only one box: Ferragamo Finanziaria SpA |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
| 4.6 appointment of the Vice Chairman of the Board of Directors; | |||
|---|---|---|---|
| SECTION A Vote for the proposal of majority shareholder Tick only one box: Ferragamo Finanziaria SpA |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
4.7 any resolutions pursuant to Article 2390 of the Italian Civil Code.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
| SECTION A Vote for the proposal of majority shareholder Tick only one box: Ferragamo Finanziaria SpA |
In Favour | Against | Abstain | |
|---|---|---|---|---|
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
|
| 5 Modification in reduction, 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. |
||||
| SECTION A Vote on the proposal of the Board of Directors, which takes into account the Tick only one box: reasoned proposal of the Board of Statutory Auditors |
In Favour | Against | Abstain | |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirms the instructions | revokes the instructions | Modify the instructions: In favour ______ Against Abstain |
(Place and Date) * (
Signature) *
| 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 |
In Favour | Against | Abstain |
|---|---|---|---|
| appoints the Designated Representative to vote as follows: |
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
(Place and Date) * (
Signature) *
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
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 with the relating voting instructions shall be received together with:
(in the event of a sub-proxy, the following must be sent to the Designated 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:
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 Monte Titoli S.p.A. by email to the following address [email protected] or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998
Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com
SALVATORE FERRAGAMO' PRIVACY POLICY STATEMENT PURSUANT TO ARTICLES 13 AND 14 OF EU REGULATION 2016/679:
Pursuant to EU Regulation No. 679/2016 ("Regulation") and the current national legislation on the protection of personal data (hereinafter, together with the Regulation, the "Privacy Legislation"), Salvatore Ferragamo S.p.A. ("Company"), with registered office in Florence, Via Dei Tornabuoni No. 2, as Data Controller, informs you that the personal data provided with this proxy will be processed for the sole purpose of enabling the Company to manage the operations of the shareholders' meetings and the consequent legal obligations, in compliance with the Privacy Legislation. The legal basis for the processing is therefore, respectively, the need to execute the existing contractual relationship between you and the Company and the need to fulfill regulatory obligations to which the Company is subject.
The provision of personal data with this proxy is necessary in order to allow you to participate in the Shareholders' Meeting; without it, you will not be able to attend the Shareholders' Meeting and exercise your right to vote.
The personal data will be kept by the Company, together with the documents produced during the Meeting, in order to document what is transcribed in the minutes. In accordance with the principles of proportionality and necessity, personal data will be kept in a form that allows the identification of the data subjects for a period of time not exceeding the achievement of the purposes for which the data are processed.
Personal data may be made known to employees and collaborators of Salvatore Ferragamo S.p.A. for the pursuit of the purposes indicated above. Personal data will also be subject to publication by Ferragamo in order to fulfill current regulatory obligations.
Such data may be disclosed or communicated to specific parties in fulfillment of a legal obligation, regulation or EU legislation, or in accordance with provisions issued by Authorities empowered to do so by law or by supervisory and control bodies.
The subjects to whom the personal data refer may exercise, at any time by writing to [email protected], the rights provided for in Articles 15-21 of the Regulation, where applicable, (in particular: access to data, rectification, cancellation, limitation of processing, portability of data) and the right to lodge a complaint with the Privacy Guarantor (www.garanteprivacy.it). Salvatore Ferragamo S.p.A. has designated a Data Protection Officer or DPO, who can be contacted at the following address: [email protected].
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