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Salvatore Ferragamo — Proxy Solicitation & Information Statement 2026
Mar 23, 2026
4432_rns_2026-03-23_f527a54f-62e5-4185-bde2-05a9e45a438a.pdf
Proxy Solicitation & Information Statement
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FERRAGAMO
REPORT OF THE BOARD OF DIRECTORS PURSUANT TO ART. 125-TER, PARAGRAPH 1, OF LEGISLATIVE DECREE NO. 58 OF FEBRUARY 24, 1998 ("TUF") AND ART. 84-TER OF THE REGULATION ADOPTED BY CONSOB RESOLUTION NO. 11971 OF MAY 14, 1999, AS AMENDED AND SUPPLEMENTED ("ISSUERS' REGULATION") ON THE PROPOSAL UNDER ITEM 1 OF THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING OF SALVATORE FERRAGAMO S.P.A. ("SALVATORE FERRAGAMO" OR "COMPANY"), CONVENED IN A SINGLE CALL, FOR APRIL 23, 2026.
- Financial Statements as of December 31, 2025. Related and consequent resolutions:
1.1 approval of Financial Statements of Salvatore Ferragamo S.p.A. as of December 31, 2025, accompanied by the Directors' Report on operations for the year 2025, including the Sustainability Report for the year 2025 prepared pursuant to Legislative Decree 125/2024, the Reports of the Board of Statutory Auditors and the Independent Auditors. Presentation of the Consolidated Financial Statements as of December 31, 2025;
1.2 allocation of operating profit for the year.
Shareholders,
the Board of Directors of your Company has convened you in Ordinary Shareholders' Meeting to propose you the approval of the Company's Financial Statements as of December 31, 2025.
You are invited to view the file "Annual Financial Report as of December 31, 2025" of Salvatore Ferragamo, available to the public, within the terms of the law, at the Company's registered office, at the authorized storage mechanism called "eMarket Storage", as well as on the Company's website, which contains an illustration of the draft of Financial Statements of Salvatore Ferragamo and the Consolidated Financial Statements approved by the Board of Directors, together with the Board of Directors' Report on operations and the attestation referred to in Article 154-bis, paragraph 5, of the TUF.
The audit reports prepared by the Independent Auditors, as well as the Report of the Board of Statutory Auditors, are made available to the public along with the Annual Financial Report.
We would also like to inform you that the Company's Board of Directors has approved the Sustainability Reporting for the year 2025, prepared in accordance with Legislative Decree 125/2024, which is included in the Board of Directors' Report on operations.
Please note that this reporting, containing information on environmental, social and governance issues, pertaining to personnel, respect for human rights, and the fight against active and passive corruption, as well as the Consolidated Financial Statements approved by the Board of Directors, are presented to the Shareholders' Meeting for information purposes only, as they are not submitted to this latter's approval as acts within the Board of Directors' competences.
The draft of the Financial Statements submitted for your approval shows an operating profit amounting to 6,365,851 euros, which is proposed to be allocated to the Extraordinary Reserve.
Referring to the above documents, we submit the following proposed resolutions for your approval:
1.1 "The Shareholders' Meeting of Salvatore Ferragamo, convened in ordinary session,
CERTIFIED
FERRAGAMO
- heard and noted what the Board of Directors set forth;
- examined the Financial Statements as of December 31, 2025 of Salvatore Ferragamo and the Board of Directors' Report on operations;
- take note of the attestation referred to in Article 154-bis, paragraph 5, of the TUF, the Report of the Board of Statutory Auditors and the Report of the Independent Auditors, as well as the Consolidated Financial Statements as of December 31, 2025, and the Sustainability Reporting for the year 2025 prepared pursuant to Legislative Decree 125/2024
resolves
to approve in all its parts and results the Company's Financial Statements as of December 31, 2025, accompanied by the related Report of the Board of Directors on operations, which shows an operating profit amounting to 6,365,851 euros."
1.2 "The Shareholders' Meeting of Salvatore Ferragamo, convened in ordinary session,
- heard and noted what the Board of Directors' set forth;
resolves
(i) to allocate the entire operating profit of the Financial Statements as of December 31, 2025, amounting to 6,365,851 euros, to the Extraordinary Reserve;
(ii) to confer to the Chairman of the Board of Directors and to the Director with delegated authority Mr. Ernesto Greco, independently of each other, with the power to sub-delegate, all broader powers to provide for the implementation of the resolutions referred to in the previous points."
Florence, March 23, 2026
Salvatore Ferragamo S.p.A.
For the Board of Directors
The Chairman
Leonardo Ferragamo