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Salvatore Ferragamo

Related Party Transaction Oct 25, 2023

4432_rns_2023-10-25_e361e094-7686-4a8c-bddc-017bdbf222d4.pdf

Related Party Transaction

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Informazione
Regolamentata n.
1220-48-2023
Data/Ora Inizio
Diffusione
25 Ottobre 2023
19:20:53
Euronext Milan
Societa' : SALVATORE FERRAGAMO
Identificativo
Informazione
Regolamentata
: 182584
Nome utilizzatore : FERRAGAMON06 - Benocci
Tipologia : REGEM
Data/Ora Ricezione : 25 Ottobre 2023 19:20:52
Data/Ora Inizio
Diffusione
: 25 Ottobre 2023 19:20:53
Oggetto : Press Release
Testo del comunicato

Vedi allegato.

PRESS RELEASE

The Board of Directors of Salvatore Ferragamo S.p.A has approved the purchase of minority stakes held by Imaginex Holdings Limited and Imaginex Overseas Limited, companies related to the board member Mr. Peter K. C. Woo, in the three Greater China joint ventures

Florence, Oct. 25, 2023-The Board of Directors of Salvatore Ferragamo S.p.A. (EXM: SFER), the holding company of the Salvatore Ferragamo Group, which met today under the chairmanship of Leonardo Ferragamo, unanimously approved by those present, with the favorable opinion of the Control and Risk Committee, as the committee responsible for transactions with related parties (RPT Committee), the purchase by the Company and its subsidiary Ferragamo Hong Kong ("FHK") of the minority interests held by Imaginex Holdings Limited ("Imaginex") and Imaginex Overseas Limited ("IOL") in the three joint ventures, Ferragamo Moda (Shanghai) Co. Limited ("FMS"), Ferragamo Retail Macau Limited ("FRM") and Ferrimag Limited ("FIM" and with FMS and FRM collectively the "Joint Ventures"), incorporated to distribute Ferragamo products in the Greater China area. The equity interests involved in the purchase are equal to 25% of FMS and FIM and 24.8% of FRM, with the result that the Company and FHK will become the sole shareholders of the aforementioned companies.

The total consideration for the purchase of the three equity interests has been set at USD 42,000,000.00 and will be settled from available cash resources at the same time as the transfer of the equity interests.

Please note that Imaginex and IOL are related to the Company's board member and shareholder, Mr. Peter K. C. Woo who did not participate in the approval of the Board; therefore, the transaction is as a related party transaction pursuant to Consob Regulation 17221/2010 ("RPT Regulation") and the Company's Procedure for Related Parties Transactions, approved by the Board of Directors and last updated on August 3, 2023 (the "Procedure"). The transaction also qualifies as a transaction of greater significance so that the preliminary and deliberative process provided in this regard by the RPT Regulations, and the Procedure was followed. For the evaluation of the fairness of the consideration, the RPT Committee appointed an independent financial advisor identified in EY Advisory SpA, which confirmed the fairness of the price from a financial point of view.

The legal documents (Framework Agreement and the 3 Sale and Purchase Agreements, "SPA") have been signed on today's date after approval by the Company's Board of Directors, while the transfer

of the equity interests, not conditional upon any authorization by any authorities, will take place within November 9 2023, with simultaneous payment of the consideration.

Through this transaction, the Company consolidates and relaunches, in line with the provisions of the Strategic Plan, presented to the market on May 10, 2022, its presence in the Greater China area, which represents an extremely relevant market with very high growth potential for the Company.

The Information Document relating to the Transaction, prepared pursuant to Article 7.1.6 of the Procedure and Annex 4 of the RPT Regulation, in accordance with Article 5 of the RPT Regulation, will be filed and made available to the public in the manner and within the timeframe prescribed by applicable laws and regulations.

Leonardo Ferragamo, Chairman of Salvatore Ferragamo S.p.A., declared:

"The acquisition of the equity interests held by Imaginex Group concludes an extraordinary path of alliance and development conducted, together with Peter Woo, over the last 35 years, which has allowed the Group to be among the first Italian luxury brands to establish itself in this important market.

Today, with the consolidation of the equity interests, having reached an efficient size and organization, we will be able, with increased intensity, to continue to strengthen our presence in these markets, continuing to count on the alliance of Peter Woo, who remains a shareholder and director of our Company."

Marco Gobbetti, CEO and General Manager of Salvatore Ferragamo S.p.A., declared:

"The conclusion of the transaction will strengthen Ferragamo's presence in the Greater China area, one of the most relevant markets for the Group, at a very important time for the brand's relaunch."

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Salvatore Ferragamo S.p.A.

Salvatore Ferragamo S.p.A. is the parent company of the Salvatore Ferragamo Group, one of the leading players in the luxury sector, whose origins date back to 1927.

Salvatore Ferragamo is renowned for the creation, production, and worldwide distribution of luxury collections of shoes, leather goods, clothing, silk products, and other accessories for men and women, including eyewear, watches, and perfumes made under license.

Ferragamo continues to reinterpret and evolve its Founder's spirit and heritage with creativity, innovation and a sustainable approach. Uniqueness and exclusivity, along with the perfect combination of style and refined Made in Italy savoir-faire, are the hallmarks of all Ferragamo products.

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For more information:

Salvatore Ferragamo S.p.A.

Paola Pecciarini Group Investor Relations

Tel. (+39) 055 3562230 [email protected] Image Building

Giuliana Paoletti, Mara Baldessari Media Relations

Tel. (+39) 02 89011300 [email protected]

The press release is also available at http://group.ferragamo.com, under "Investor Relations/Press Releases."

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