Tod'S

AGM Information • Mar 14, 2024

TOD'S S.P.A.

SHARE CAPITAL: EURO 66,187,078 FULLY PAID-UP REGISTERED OFFICE: SANT'ELPIDIO A MARE (FM) – VIA FILIPPO DELLA VALLE NO. 1 TAX CODE AND FERMO REGISTER OF COMPANIES NO. 01113570442

DIRECTORS' REPORT OF TOD'S S.P.A. ON THE ITEMS ON THE AGENDA OF THE SHAREHOLDERS' MEETING PURSUANT TO ARTICLES 125-TER OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998

Dear Shareholders,

in compliance with Article 125-ter of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (the "Consolidated Finance Law" or "TUF"), as well as with Articles 73 and 84-ter of the Regulation adopted by Consob Resolution no. 11971/1999, as amended and supplemented (the "Issuers' Regulation"), and in accordance with Annex 3A attached to the Issuers' Regulation, the Board of Directors of Tod's S.p.A. (hereinafter also referred to as the "Company", the "Issuer" or "Tod's") submits to you the report describing the items on the agenda of the ordinary and extraordinary Shareholders' Meeting convened at the registered office in Sant'Elpidio a Mare (FM), Via Filippo Della Valle no. 1, on first call on April 24, 2024 at 11:00 a.m. and, as necessary, on second call on May 24, 2024, at the same place and time, in order to resolve on the following

AGENDA

Ordinary session

• 1. Separate Financial Statements at December 31, 2023; Directors' Report on operations; Board of Statutory Auditors' Report and Independent Auditors' Report; allocation of results for the year; any related and consequent resolutions:
  • 1.1 approval of the financial statements at December 31, 2023 and of the Directors' Report on operations;
  • 1.2 allocation of the result for the year.
• 2. Authorisation for purchase and disposition of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code, as well as to Article 132 of Legislative Decree no. 58 of February 24, 1998, subject to revoking the resolution passed by the Shareholders' Meeting held on April 19, 2023, for the amount not used; any related and consequent resolutions.
• 3. Remuneration policy pursuant to Article 123-ter of Legislative Decree no. 58 of February 24, 1998; Report on remuneration policy and fees paid pursuant to Article 123-ter of Legislative Decree no. 58 of February 24, 1998; any related and consequent resolutions:
  • 3.1 approval of the remuneration policy described in the first section of the Report on remuneration policy and fees paid;
• 3.2 advisory vote on the second section of the Report on remuneration policy and fees paid.
• 4. Appointment of the Board of Directors upon determination of the number of its members and their term of office; fixing of related fees; authorisation pursuant to Article 2390 of the Italian Civil Code; any related and consequent resolutions:
  • 4.1 determination of the number of members of the Board of Directors;
  • 4.2 determination of the term of office of the Board of Directors;
  • 4.3 appointment of Directors;
  • 4.4 fixing the fees of the members of the Board of Directors and of the Executive Committee (if established);
  • 4.5 authorisation pursuant to Article 2390 of the Italian Civil Code.

Extraordinary session

1. Proposals for modification of Article 13 of the Articles of Association; any related and consequent resolutions.

§ § §

ORDINARY SESSION

1. Separate Financial Statements at December 31, 2023; Directors' Report on operations; Board of Statutory Auditors' Report and Independent Auditors' Report; allocation of results for the year; any related and consequent resolutions:

1.1. approval of the financial statements at December 31, 2023 and of the Directors' Report on operations;

1.2 allocation of the results for the year.

Dear Shareholders,

it should be noted that any and all comments regarding the first item on the agenda, including any related proposals for resolution, are detailed in the Annual Financial Report at December 31, 2023, including the draft Separate Financial Statements and the Consolidated Financial Statements at December 31, 2023, the Directors' Report on operations, and the certification pursuant to Article 154-bis, paragraph 5, of the Consolidated Finance Law, and the consolidated nonfinancial statement pursuant to Legislative Decree no. 254/2016, which will be filed and made available to the public at least twenty-one days before the date set for the Shareholders' Meeting on first call, i.e. by April 3, 2024, at the registered office, on the Company's website at www.todsgroup.com and in the authorised storage device at , together with the Board of Statutory Auditors' and Independent Auditors' reports and the additional documentation required by the regulations in force.

§ § §

2. Authorisation for purchase and disposition of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code, as well as to Article 132 of Legislative Decree no. 58 of February 24, 1998, subject to revoking the resolution passed by the Shareholders' Meeting on April 19, 2023, for the amount not used; any related and consequent resolutions.

Dear Shareholders,

by a resolution passed on April 19, 2023, you authorised the purchase of treasury ordinary shares for an amount not exceeding one fifth of the share capital, i.e. for a maximum number of 6,618,707 (six million, six hundred eighteen thousand, seven hundred and seven) shares, for a period of 18 (eighteen) months of the date of the resolution.

The authorisation referred to above will expire on October 19, 2024.

We therefore deem it appropriate, on the occasion of the Shareholders' Meeting scheduled on April 24, 2024, and in order to avoid a possible specific call close to the deadline mentioned above, to submit for your approval a new proposal to authorise the purchase and disposition of treasury shares on the part of the Company, subject to revoking the resolution passed by the Shareholders' Meeting held on April 19, 2023, for the amount not used.

2.1 Reasons for requesting authorisation to purchase and dispose of treasury shares.

As per the best practice of listed issuers, the request for authorisation to purchase treasury shares and dispose of them at given conditions, in compliance with the equal treatment of Shareholders and the applicable laws and regulations, including Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and the relevant regulatory technical standards, as well as the accepted market practices and the guidelines adopted by the Supervisory Authority (where applicable), is based on the opportunity to allow the Company:

- to be able to purchase, sell and/or allocate treasury shares (or options thereon) in relation to (i) remuneration plans based on financial instrument pursuant to Article 114-bis of the Consolidated Finance Law in favour of, among others, directors, employees, collaborators, agents, advisors of the Company, as well as (ii) the issue of financial instruments convertible into shares, and (iii) plans for free allocation of shares to the Shareholders;

- to use treasury shares in the framework of transactions associated with industrial or commercial projects or that, in any case, are of interest to the Company or the Group in relation to which the opportunity arises to swap or sell parcels of shares or constitute security over them;

- to be able to intervene, in the interests of the Company and of all Shareholders, in relation to contingent market situations, in order to engage in activities which enhance the liquidity of the share concerned, thus supporting the regular course of trading;

- to be able to invest in Company shares, if the trend in stock market quotations or the amount of available liquidity can render such transaction beneficial from an economic point of view;

all the above shall apply, of course, in compliance with the applicable regulations, even European, concerning market abuse while always ensuring equal treatment among Shareholders.

2.2 Maximum number, class and par value of the shares to which the proposed authorisation refers.

The authorisation that the Board requests from the Shareholders' Meeting concerns the purchases of the Company's shares, to be also executed in more sessions, corresponding to an amount not exceeding one fifth of the share capital, and therefore, totalling a maximum number of 6,618,707 (six million, six hundred, eighteen thousand, seven hundred and seven) ordinary shares with no par value - taking due account of the shares owned by the Company and by its subsidiaries – and, in any case, within the limits of distributable profits and available reserves reported in the latest duly approved Financial Statements, in accordance with Article 2357 of the Italian Civil Code.

The requested authorisation includes the power to carry out, in one or more tranches, acts of disposition of the shares held in portfolio at a later date, even before having completed the purchases, and possibly to buy back the shares concerned, always in compliance with the limits and the terms and conditions set out in this authorisation.

2.3 Useful information to determine compliance with the provision laid down under Article 2357, paragraph 3, of the Italian Civil Code.

As stated above, the par value of the shares for which the authorisation to purchase is requested may not exceed the limit set out in Article 2357, paragraph 3, of the Italian Civil Code, corresponding to one fifth of the Company's share capital. This calculation shall also take account of the shares that are already owned or that should be possibly purchased by subsidiary companies.

However, the subsidiary companies will be given specific instructions so that they may notify promptly any purchase of shares made pursuant to Article 2359-bis et seq. of the Italian Civil Code.

To date, neither Tod's S.p.A., nor any of the subsidiaries of Tod's S.p.A. - even through nominees or trustees own the Company's shares.

2.4 Duration of requested authorisation.

The authorisation to purchase treasury shares is requested for a period of 18 (eighteen) months as from the date on which the Shareholder' Meeting will pass the corresponding resolution.

The authorisation to dispose of treasury shares, even before the purchases are completed, is requested without imposing any time limits.

2.5 Minimum and maximum price and market valuation.

Purchase of treasury shares

The purchase price for each of the treasury shares shall be a minimum of no less than 15% (fifteen percent) and a maximum of no more than 15% (fifteen percent) of the average of the official trading prices recorded on the Euronext Milan market in the three trading sessions preceding the purchase or the notice of the transaction, depending on the technical methods set out by the Board of Directors.

Disposition of treasury shares

As regards the disposition of treasury shares, the only limit that is set out refers to the minimum price for sale to third parties, which shall, however, not be less than 95% (ninety-five percent) of the average of the official prices recorded on the Euronext Milan market during the three days prior to the sale. This price limit may be departed from in the case of swaps or sales of (or constitution of security over) treasury shares within the framework of industrial and/or commercial projects and/or projects that in any case are of interest to the Company or the Group, and in the case of allocating and/or selling shares (or options thereon) in relation to remuneration plans based on financial instruments and/or serving the issue of other financial instruments convertible into shares and/or plans for free allocation of shares.

2.6 Procedures to purchase and dispose of treasury shares.

The purchase transactions may be carried out in accordance with Article 5 of Regulation (EU) No 596/2014, as well as with Article 132 of the Consolidated Finance Law, Article 144-bis of the Issuers' Regulation and/or the accepted market practices and/or the guidelines adopted by the Supervisory Authority, where applicable, and therefore, among other things: (i) through a public purchase or swap offer, or (ii) on the market, or on multilateral trading facilities, according to operating procedures established in the rules on the organisation and management of the markets themselves, which do not permit the direct matching of purchase proposals with predetermined sales proposals, or (iii) through the purchase and sale of derivative instruments traded on regulated markets or on multilateral trading facilities, which envisage the physical delivery of the underlying shares, in compliance with the applicable regulatory provisions, or (iv) by way of allotment to the Shareholders, in proportion to the shares they hold, of a put option to be exercised within 18 (eighteen) months as from the date on which the Shareholders' Meeting will pass the corresponding resolution , or (v) according to the procedures established by market practices approved by Consob, pursuant to Article 13 of Regulation (EU) No 596/2014 and/or the guidelines adopted by the Supervisory Authority, and, in any case, in such a way as to ensure equal treatment among Shareholders and compliance with every applicable law, including the EU regulations (including, in particular, the regulatory technical standards adopted in the implementation of Regulation (EU) No 596/2014).

The purchase of treasury shares may take place in ways other than those listed above, where permitted, in accordance with the legislation in force from time to time and/or the guidelines adopted by the Supervisory Authority, taking into account the need to comply with the principle of equal treatment among Shareholders.

The purchases may take place in one or more tranches.

The disposition of treasury shares may take place in one or more tranches, even before having completed the purchases; the sale will be made in the manner deemed preferable by the Board of Directors or by the relevant delegated bodies, in compliance with the applicable regulations, including for example: disposal on the stock market, off market, swapping with equity investments or other assets or by constitution of security in the framework of industrial and/or commercial projects and/or projects that, in any case, are of interest to the Issuer or the Group, to implement incentive plans or in any case plans pursuant to Article 114-bis of the Consolidated Finance Law, serving the issue of other

financial instruments convertible into shares, through plans for free allocation of shares or even through a public sale or swap offer; the shares may also be disposed of by matching with other financial instruments.

2.7 Information concerning whether the purchase is functional to a reduction in the share capital.

It should be noted that the above-mentioned purchase of treasury shares is not functional to any reduction in the share capital.

Proposed resolution on item 2 on the agenda of the Ordinary Shareholders' Meeting.

The Shareholders' Meeting is therefore invited to approve the following proposed resolution:

"The Shareholders' Meeting,

- having noted the Report of the Board of Directors and the applicable statutory and regulatory provisions,

RESOLVES

1) to revoke the resolution passed by the Shareholders' Meeting held on April 19, 2023, which authorised the purchase and disposal of treasury shares, for the amount not used;

2) to authorise transactions to purchase and dispose of treasury shares for the purposes set out in the aforesaid Directors' Report, according to the following procedures and terms and conditions:

- the purchase may take place in one or more tranches, for an amount not exceeding one fifth of the share capital, and namely, for a maximum of 6,618,707 (six million, six hundred eighteen thousand, seven hundred and seven) ordinary shares - taking due account of the shares owned by the Company and by its subsidiaries – and within the limits of distributable profits and available reserves based on the latest duly approved Financial Statements;

- the authorisation to purchase treasury shares is resolved upon for a period of 18 (eighteen) months as from today's date;

- the authorisation includes the power to dispose, in one or more tranches, of the shares held in portfolio at a later date, even before having completed the purchases, and possibly to buy back the shares concerned, always in accordance with the limits and the terms and conditions set out in this authorisation;

- the purchase transactions shall be carried out in accordance with Article 5 of Regulation (EU) No 596/2014, as well as with Article 132 of Legislative Decree no. 58 of February 24, 1998 and Article 144-bis of the Regulation adopted by Consob resolution no. 11971/1999 and/or with the accepted market practices and/or the guidelines adopted by the Supervisory Authority, and therefore, among others: (i) through a public purchase or swap offer, (ii) on the market, or on multilateral trading facilities, according to the operating procedures set out in the rules on the organisation and management of the markets themselves, (iii) through purchasing and selling derivative instruments traded on regulated markets, or on multilateral trading facilities, which envisage the physical delivery of the underlying shares, in compliance with the regulatory provisions applicable from time to time, (iv) by granting Shareholders, in proportion to the shares they hold, a put option to be exercised within 18 (eighteen) months as from today's date, (v) in accordance with the procedures established by market practices approved by Consob, pursuant to Article 13 of Regulation (EU) No 596/2014, (vi)

through any other way permitted in accordance with the legislation in force from time to time and/or the guidelines adopted by the Supervisory Authority; in any event, equal treatment among Shareholders and compliance with all applicable laws, including EU regulations, shall be assured;

- the purchase price of each of the treasury shares shall be a minimum of no less than 15% (fifteen percent) and shall be a maximum of no more than 15% (fifteen percent) of the average of the official trading prices recorded on the Euronext Milan market during the three trading sessions preceding the purchase or the notice of the transaction, depending on the technical methods set out by the Board of Directors;

- the price for sale to third parties shall not be less than 95% (ninety-five percent) of the average of the official prices recorded on the Euronext Milan market during the three days prior to the sale. This price limit may be departed from in the case of swaps or sales of (or constitution of security over) treasury shares in the framework of transactions that involve industrial and/or commercial projects and/or projects that in any case are of interest to the Company or the Group, and in the case of allocating and/or selling shares (or options thereon) in relation to remuneration plans based on financial instruments and/or serving the issue of other financial instruments convertible into shares and/plans for free allocation of shares;

- the authorisation to dispose of treasury shares, even before the purchases are completed, is given without imposing time limits."

§ § §

3. Remuneration policy pursuant to Article 123ter of Legislative Decree no. 58 of February 24, 1998; Report on remuneration policy and fees paid pursuant to Article 123ter of Legislative Decree no. 58 of February 24, 1998; any related and consequent resolutions:

3.1. approval of the remuneration policy described in the first section of the Report on remuneration policy and fees paid;

3.2. advisory vote on the second section of the Report on remuneration policy and fees paid.

Dear Shareholders,

it should be noted that any and all comments regarding the third item on the agenda of the ordinary session are described in detail in the Report on remuneration policy and fees paid prepared pursuant to Article 123-ter of the Consolidated Finance Law, which will be made available to the public at least twenty-one days before the date set for the Shareholder's Meeting on first call, by April 3, 2024, at the registered office, on the Company's website at www.todsgroup.com and in the authorised storage device at .

The Report on remuneration policy and fees paid contains two sections: (i) one section is dedicated to the clear and understandable description of the remuneration policy applicable to the members of the governing body, the general manager and executives with strategic responsibilities, at least with regard to the financial year 2024 and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, to the members of the supervisory body, as well as the procedures used for adoption and implementation of this policy; (ii) the other section is aimed at providing in a clear and understandable manner an adequate representation of each of the items that compose the remuneration of the governing and control bodies, general managers and executives with strategic responsibilities and describing the fees paid during the financial year 2023.

It should be noted that, pursuant to the current Article 123-ter of the Consolidated Finance Law, the Shareholders' Meeting is required to cast their votes on both the remuneration policy described in the first section and the second section of the Report on remuneration policy and fees paid. Pursuant to Article 123-ter, paragraph 3-ter, of the Consolidated Finance Law, the resolution on the remuneration policy described in the first section of the Report shall be binding. On the contrary, the resolution on the second section of the Report will not be binding in compliance with the provisions of Article 123-ter, paragraph 6, of the Consolidated Finance Law.

Proposed resolution on item 3 on the agenda of the Ordinary Shareholders' Meeting.

The Shareholders' Meeting is therefore invited to approve the following proposed resolutions:

1) "The Shareholders' Meeting:

- having regard to Articles 123-ter of Legislative Decree no. 58 of February 24, 1998 and 84-quater of the Regulation adopted by Consob resolution no. 11971/1999;

- having noted the remuneration policy described in the first section of the Report on remuneration policy and fees paid prepared by the Board of Directors;

- having considered that, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58 of February 24, 1998, this resolution shall be binding on the Board of Directors;

RESOLVES

to approve the remuneration policy of Tod's S.p.A. described in the first section of the Report on remuneration policy and fees paid prepared by the Board of Directors pursuant to Article 123-ter of Legislative Decree no. 58 of February 24, 1998";

and

2) "The Shareholders' Meeting:

- having regard to Articles 123-ter of Legislative Decree no. 58 of February 24, 1998 and 84-quater of the Regulation adopted by Consob resolution no. 11971/1999;

- having noted the remuneration policy for the three-year period from 2021 to 2023 described in the first section of the Report on remuneration policy and fees paid prepared by the Board of Directors and submitted to the Shareholders' Meeting held on April 19, 2023;

- having noted the second section of the Report on remuneration policy and fees paid prepared by the Board of Directors;

- having considered that, pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58 of February 24, 1998, this resolution shall not be binding on the Board of Directors;

RESOLVES

to approve the second section of the Report on remuneration policy and fees paid, as prepared by the Board of Directors of Tod's S.p.A., pursuant to Article 123-ter of Legislative Decree no. 58 of February 24, 1998."

§ § §

4. Appointment of the Board of Directors upon determination of the number of its members and their term of office; fixing of related fees; authorisation pursuant to Article 2390 of the Italian Civil Code; any related and consequent resolutions:

• 4.1. determination of the number of members of the Board of Directors;
• 4.2. determination of the term of office of the Board of Directors;
• 4.3. appointment of Directors;
• 4.4. fixing of the fees of the members of the Board of Directors and of the Executive Committee (if established);
• 4.5. authorisation pursuant to Article 2390 of the Italian Civil Code.

Dear Shareholders,

the term of office of the current Board of Directors will expire at the next Shareholders' Meeting convened to approve the separate financial statements for the 2023 financial year; the Board of Directors has therefore convened the Shareholders' Meeting in order to also propose the appointment of new Directors.

In this regard, it should be noted that, pursuant to Article 17 of the Company's Articles of Association, the new members of the Board of Directors will be appointed on the basis of lists of candidates that shall be filed with the Company's registered office by no later than the twenty-fifth day prior to the date of the Shareholders' Meeting on first call, i.e., by March 30, 2024.

The lists for the renewal of the Board of Directors may also be filed through a certified e-mail address at the following address: segreteria.azionisti@pec.todsgroup.com.

Pursuant to Article 17 of the Company's Articles of Association and in accordance with current regulations, as many Shareholders representing at least 1% of the share capital made up of ordinary shares may submit a list stating a number of candidates up to a maximum of fifteen, listed progressively by number; at least two candidates, always indicated at least in the second and seventh position of each list, must meet the independence requirements prescribed by Articles 147-ter, paragraph 4, and 148, paragraph 3, of the Consolidated Finance Law.

It should be noted that Article 17 of the Company's Articles of Association, in implementation of Law no. 160 of December 27, 2019, provides that, for six consecutive terms as from the first renewal of the governing body after January 1, 2020, each list stating a number of candidates equal to or greater than three must be composed in such a way that within the Board of Directors gender balance is ensured to an extent at least equal to the minimum share required by laws and regulations, in force from time to time, which at present reserve a share equal to at least two-fifths of the elected Directors for the less represented gender.

Since this is the second renewal of the Board of Directors after January 1, 2020, each list stating a number of candidates equal to or greater than three must therefore be composed in such a way that the less represented gender obtains a share equal to at least two-fifths of the elected Directors. If the application of the gender distribution criterion does not result in a whole number of members of the Board of Directors belonging to the less represented gender, such number shall be rounded up to the nearest higher unit.

Each list shall be accompanied by the documentation required by current laws and regulations and by Article 17 of the Company's Articles of Association, including: (i) any information regarding the identity of the Shareholders who have submitted the list, stating the percentage of the total shareholding they hold; (ii) the appropriate documentation issued by an authorised intermediary pursuant to law, proving the ownership of the number of shares necessary for the submission of lists with regard to the day on which the lists are filed with the Company; (iii) a curriculum vitae providing an exhaustive description of the personal and professional characteristics of each candidate; and (iv) declarations whereby all candidates accept the nomination and certify, under their own responsibility and under penalty of exclusion from the list, that there are no reasons for ineligibility and that they meet the requirements prescribed by law and by the Company's Articles of Association for taking on the office of Director, as well as whether they meet the independence requirements prescribed by law for Statutory Auditors and the eligibility to qualify as independent in accordance with the Corporate Governance Code.

It should be noted that, pursuant to Article 17 of the Company's Articles of Association, each candidate may be presented in only one list under penalty of ineligibility, and the lists may not include any candidates who (subject to any other cause of ineligibility or disqualification) do not meet the requirements prescribed by law, the Company's Articles of Association or any other applicable provisions for taking on a position.

The appropriate documentation from the intermediary proving the ownership of the number of shares necessary for the submission of lists may also be produced after the filing, provided this occurs within the time limit of twenty-one days before the date of the Shareholders' Meeting (i.e., by April 3, 2024).

It should be noted that, pursuant to Article 17 of the Company's Articles of Association, any list for which the above provisions are not complied with shall be considered as not submitted.

In this regard, reference should also be made to Consob Communication No. DEM/9017893 of February 26, 2009, whereby the Supervisory Authority recommend that Shareholders submitting a "minority list" file, together with the list, a specific statement attesting to the absence of relations of connection (including indirectly) as referred to in Article 147-ter, paragraph 3, of the Consolidated Finance Law and Article 144-quinquies of the Issuers' Regulation with Shareholders who hold, even jointly, a controlling or relative majority interest, as well as the absence of the significant relations indicated in the aforementioned Communication, or specifying, if any, the significant relations indicated in the aforementioned Communication and the reasons why they were not considered decisive for the existence of relations of connection.

All Shareholders who intend to submit a list for the renewal of the Board of Directors are recommended to prepare and file, together with the list, proposals for shareholders' meeting resolutions on the fourth item on the agenda of the ordinary session (regarding at least the number of members of the Board, the term of office, and their remuneration, as well as any authorisation pursuant to Article 2390 of the Italian Civil Code).

With regard to the composition of the lists, the Board of Directors, taking into account the results of the assessment regarding its own size, composition and functioning, as well as those of its Committees, and having regard to the diversity policy adopted by the governing body, also recommends that all Shareholders who intend to submit a list: (i) include within the list candidates with such a managerial and/or professional and/or academic and/or institutional

background as to realise a mix of different and complementary skills and experiences. Specifically:

• a. managers should have gained expertise and experience in positions of responsibility in the luxury business sector or in business sectors closely related to those of the Company, or in any case within industrial groups of significant size and/or complexity, and their work should be highly oriented to strategies and results in compliance with the principles of proper corporate and entrepreneurial management while also having regard to the issues of social sustainability and digital innovation;
• b. professionals should have gained expertise and experience in positions of responsibility within accredited professional firms, consulting firms or other organizations and have carried out their professional activities in the fields of economics, accounting, law (with specific regard to the areas of commercial, company, tax and financial market law), and finance, as well as risk management and remuneration policies, with particular relevance to business activities;
• c. academic and/or institutional profiles should possess expertise and experience that can be useful for strengthening the Tod's Group's business;

(ii) include within the list an adequate number of candidates who meet independence requirements, so that at least onethird of the Board of Directors can as a rule consist of independent Directors;

(iii) include within the list candidates from different age groups, so as to allow a balanced plurality of perspectives and managerial and professional experiences within the Board of Directors;

(iv) include, in each list containing a number of candidates equal to or greater than three, candidates belonging to both genders, so that the composition of the Board of Directors ensures gender balance to the extent provided for in Article 147 ter, paragraph 1-ter, of the Consolidated Finance Law (the less represented gender shall obtain a share equal to at least two-fifths of the elected Directors, rounded upwards).

In fact, the Board of Directors believes that the presence among its members of personalities who meet the abovementioned characteristics is particularly appropriate, in the belief that the heterogeneous and highly qualified nature of the professional skills called upon to contribute to the work of the governing body, as well as the balanced combination of genders and age brackets, makes it possible to analyse the various topics under discussion from different perspectives, thus contributing to nurturing a mature and complete board debate, which is the prerequisite for any thoughtful and informed decision to be taken by a collective body.

For more information on the guidelines and criteria for the composition of the Board of Directors, reference should be made to the diversity policy adopted by the governing body, which is available on the Company's website at www.todsgroup.com (Governance/Governance Model section).

In order to determine those elected to the office of Director, the following procedure will be followed: - all but one of the Directors to be elected will be taken from the list that obtained the highest number of votes cast by the Shareholders, in the consecutive order in which they are listed on the list itself;

- the remaining Director will be taken from the list that obtained the highest number of votes at the Shareholders' Meeting after the first one and that is not connected in any way, not even indirectly, with those Shareholders who presented or voted for the list that ranked first in terms of number of votes.

If, at the end of voting, the composition of the Board of Directors does not respect the balance between genders provided for by the above-mentioned regulations in force, the candidate of the most represented gender elected as the last in consecutive order in the list that received the highest number of votes will be replaced by the first candidate of the less represented gender not elected belonging to the same list according to the consecutive order, subject to compliance with the minimum number of Directors meeting the independence requirements prescribed by law. This substitution procedure will take place until the composition of the Board of Directors complies with the regulations in force referred to above. If finally said procedure does not ensure the result last mentioned, the Shareholders' Meeting will make any necessary additions by a resolution passed by the majority required by law.

If only one list is submitted or admitted to voting, candidates from that list shall be appointed as Directors within that list, according to the consecutive number with which they were listed in that list. Should it prove necessary, the procedure described in the preceding paragraph shall apply.

If no list is submitted, the Shareholders' Meeting shall pass resolutions with the majority required by law, without observing the above procedure, subject to compliance with the laws and regulations in force on gender balance.

It is recalled that, pursuant to Article 17 of the Company's Articles of Association, Directors may not be appointed for a period exceeding three financial periods and are always eligible for reappointment.

EXTRAORDINARY SESSION

1. Proposal to amend Article 13 of the Company's Articles of Association; any related and consequent resolutions.

Dear Shareholders,

the following is a description of the proposed amendments to the Company's Articles of Association whose adoption is proposed and related reasons, presenting, in comparative form, the text of the current article of the Articles of Association and, in bold in the adjacent column, the proposed amendment to be made.

The proposed amendment is essentially aimed at incorporating into the Articles of Association the powers regarding attendance at the Shareholders' Meeting through the designated representative as provided for by the recent regulatory developments introduced by Law no. 21 of March 5, 2024 known as "Interventions in support of capital's competitiveness and delegation of powers to the Government for the organic reform of the provisions on capital markets laid down in the consolidated act referred to in Legislative Decree no. 58 of February 24, 1998, and of the provisions on corporations laid down in the Italian Civil Code, which are also applicable to issuers" ("Capital Law") published in the Official Gazette of March 12, 2024 in line with what is allowed by operation of law under the regulations enacted to cope with the epidemiological emergency from COVID-19 and, specifically, by Article 106 of Decree Law no. 18 of March 17, 2020, as converted with amendments by Law no. 27 of April 24, 2020 (Cure Italy Decree), the effectiveness of which has been extended over time, most recently by Decree Law no. 215 of December 30, 2023 ("Milleproroghe 2024 Decree", as converted by Law no. 18 of February 23, 2024) and under the Capital Law.

1.1 Reasons for and description of the amendments to the articles of association regarding the power to designate the designated representative pursuant to Article 135undecies of the Consolidated Finance Law.

As is well known, Article 106 of the Cure Italy Decree has, among other things, granted companies with listed shares the power to designate for ordinary or extraordinary shareholders' meetings the designated representative provided for in Article 135-undecies of the Consolidated Finance Law, including as an exception to the provisions of the Articles of Association, as well as to provide in the notice of call that attendance at shareholders' meetings is to be carried out exclusively through the designated representative pursuant to Article 135-undecies of the Consolidated Finance Law, with the possibility of also granting them proxies or sub-proxies pursuant to Article 135-novies of the Consolidated Finance Law and notwithstanding Article 135-undecies, paragraph 4, of the Consolidated Finance Law.

This rule was introduced during the period of the pandemic emergency in order to balance the shareholders' right to attend and vote at shareholders' meetings with the safety measures imposed in connection with the COVID-19 pandemic, with effect limited to shareholders' meetings convened by July 31, 2020, or by the later date of the state of emergency in force on the national territory related to the health risk associated with the COVID-19 pandemic; it was subsequently extended over time, most recently by Article 3, paragraph 12-duodecies, of the Milleproroghe 2024 Decree (extending the time limit for the applicability of rules on the conduct of shareholders' meetings laid down in Article 106 of the Cure Italy Decree to the shareholders' meetings held by April 30, 2024) and under Article 11, paragraph 2, of the Capital Law (postponing the time limit for the applicability of rules on the conduct of shareholders' meetings provided for by Article 106 of the Cure Italy Decree to the shareholders' meetings held by December 31, 2024).

As is also evident from the most recent Reports on corporate governance of Italian listed companies published by Consob, the mode of attending and voting at shareholders' meetings exclusively through a designated representative has become the preferred mode of holding company meetings in recent years: Consob has in fact noted that, during 2022, 83% of the meetings were held without the physical participation of shareholders and by exclusively granting proxies to a designated representative (the figure was as high as 93% of the meetings held until July 31) while in 2021 and the previous year almost all of the meetings (95% of the cases) were held without the physical participation of shareholders, who granted a voting proxy to the designated representative.

After noting the success of this rule in practice and the long-standing evolution of the decision-making model of shareholders in listed companies, the legislator introduced, under Article 11 of the Capital Law, the new Article 135 undecies.1 of the Consolidated Finance Law; according to the first paragraph thereof, which is applicable to companies with listed shares and companies with shares admitted to trading on a multilateral trading system: "The articles of association may provide that attendance at shareholders' meeting and the exercise of voting rights shall take place exclusively through the representative designated by the company pursuant to Article 135-undecies. The designated representative may also be granted proxies or sub-proxies pursuant to Article 135-novies, as an exception to Article 135-undecies, paragraph 4."

The new Article 135-undecies.1 of the Consolidated Finance Law then defines the applicable rules for cases of attendance and voting at the shareholders' meeting exclusively through the designated representative, clarifying that in such cases:

• (i) the presentation of proposals for resolutions at shareholders' meetings is not permitted (paragraph 2);
• (ii) without prejudice to the provisions on making additions to the agenda under Article 126-bis, paragraph 1, first sentence, of the Consolidated Finance Law, those entitled to vote may individually submit proposals for resolutions on the items on the agenda, or proposals whose submission is otherwise permitted by law, by no later than the fifteenth day prior to the date of the first or single call of the shareholders' meeting, specifying that such proposals for resolutions shall be made available to the public on the company's website within two days following the expiration of the deadline and that the entitlement to individually submit proposals for resolutions is subject to the company receiving the notice required by Article 83-sexies of the Consolidated Finance Law (i.e., the notice certifying the entitlement to attend shareholders' meetings and exercise voting rights, given by the intermediary, in accordance with its accounting records, in favour of the person entitled to vote) (paragraph 2);

(iii) the right to ask questions under Article 127-ter of the Consolidated Finance Law is exercised only prior to the shareholders' meeting, and the company shall provide answers to the questions it receives at least three days prior to the meeting (paragraph 3).

Also in the light of recent experience at shareholders' meetings, it is therefore proposed that the aforementioned power granted under the articles of association and introduced by the recent Capital Law is included by amending Article 13 of the Company's Articles of Association and granting the Company's Board of Directors both the power to provide in the notice of call of each Shareholders' Meeting for the designation of a designated representative pursuant to Article 135 undecies of the Consolidated Finance Law, and the power to provide that attendance at Shareholders' Meetings and the exercise of voting rights shall be carried out exclusively through the representative designated by the Company pursuant to Article 135-undecies of the Consolidated Finance law.

It should be noted that the introduction of the aforementioned power under the Articles of Association as provided for in Article 135-undecies.1 of the Consolidated Finance Law would not entail any obligation for the Company to make use, from now on, of the representative designated pursuant to Article 135-undecies of the Consolidated Finance Law, but rather would allow the Company's Board of Directors to decide, from time to time for each Shareholders' Meeting, the manner in which Shareholders may attend and exercise their voting rights at Shareholders' Meetings, with the power of making use, where appropriate, including exclusively, of the representative designated by the Company pursuant to Article 135-undecies of the Consolidated Finance Law.

1.2 Comparative exposition of the article of the Articles of Association proposed to be amended.

A detailed presentation of the proposed amendments is reported in the table below, which compares the current text and the proposed new text of Article 13 of the Company's Articles of Association, highlighting the changes resulting from the approval of the proposal.

Current text	Proposed text
Article 13	Article 13
Every shareholder that has the right to	Every shareholder that has the right to
participate may be represented by a proxy at the	participate may be represented by a proxy at the
Shareholders' Meeting, as envisaged by law and	Shareholders' Meeting, as envisaged by law and
may also grant the proxy via electronic means in	may also grant the proxy via electronic means in
accordance with the legislation – also regulatory	accordance with the legislation – also regulatory
provisions – as applicable from time to time. The	provisions – as applicable from time to time. The
proxy can be notified to the Company also by	proxy can be notified to the Company also by
means of certified e-mail, to the certified e-mail	means of certified e-mail, to the certified e-mail
address indicated in the notice of the	address indicated in the notice of the
Shareholders' Meeting, in compliance with the	Shareholders' Meeting, in compliance with the
legislation – also regulatory provisions – as	legislation – also regulatory provisions – as
applicable from time to time. The Company does	applicable from time to time. The Company does

not designate representatives on whom the	not designate representatives on whom the
Shareholders may confer a power of attorney	Shareholders may confer a power of attorney
with voting instructions.	with voting instructions, unless the Board of
	Directors, for one or more specific
	Shareholders' Meetings, has passed a
	resolution on such designation by giving
	notice thereof in the notice of call of the
	relevant Shareholders' Meeting.
	The Board of Directors may also provide in
	the notice of call of one or more specific
	Shareholders' Meetings that attendance at
	the Shareholders' Meeting and the exercise
	of voting rights shall take place exclusively
	through the representative designated by the
	Company in compliance with the laws and
	regulations in force from time to time.

1.3 Assessment of the existence of the right of withdrawal

The amendment to Article 13 of the Articles of Association referred to in this Report does not entail any right of withdrawal pursuant to Article 2437 of the Italian Civil Code for those Company's Shareholders who did not take part in the resolution that is the object of this Report.

1.4 Decision-making process followed in formulating the proposed amendment to the Articles of Association

The proposed amendment to the Articles of Association referred to in this Report was approved by the Board of Directors' meeting held on March 6, 2024.

The decision was taken directly by the Board of Directors, since these matters were outside the competence of the company Committees.

1.5 Proposal for resolution on item 1 on the agenda of the Extraordinary Shareholders' Meeting.

In light of the above provisions, we hereby submit the following proposed resolution for your approval: "The Extraordinary Shareholders' Meeting of Tod's S.p.A., having examined the report of the Board of Directors and the proposal made therein:

RESOLVES

1) to amend Article 13 of the Articles of Association, which will therefore provide for the following wording: Article 13

"Every shareholder that has the right to participate may be represented by a proxy at the Shareholders' Meeting, as envisaged by law and may also grant the proxy via electronic means in accordance with the legislation – also regulatory provisions – as applicable from time to time.

The proxy can be notified to the Company also by means of certified e-mail, to the certified e-mail address indicated in the notice of the Shareholders' Meeting, in compliance with the legislation – also regulatory provisions – as applicable from time to time.

The Company does not designate representatives on whom the Shareholders may confer a power of attorney with voting instructions, unless the Board of Directors, for one or more specific Shareholders' Meetings, has passed a resolution on such designation by giving notice thereof in the notice of call of the relevant Shareholders' Meeting.

The Board of Directors may also provide in the notice of call of one or more specific Shareholders' Meetings that attendance at the Shareholders' Meeting and the exercise of voting rights shall take place exclusively through the representative designated by the Company in compliance with the laws and regulations in force from time to time.";

2) to appoint the Board of Directors, and on its behalf the Chairman and the Managing Directors, so that they proceed, separately, including through agents with limited authority, with all the broadest powers, none excluded or excepted, with filing the text of the updated Company's Articles of Association and carrying out all the duties and formalities related to the execution of this resolution."

§ § §

Sant'Elpidio a Mare, 12 March 2024

For the Board of Directors The Chairman Diego Della Valle