AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Tod'S

Board/Management Information Mar 31, 2021

4151_rns_2021-03-31_f3c45493-422c-4a36-9aa0-96340d02b3f0.pdf

Board/Management Information

Open in Viewer

Opens in native device viewer

Tod's S.p.A. Via Filippo della Valle, 1 63811 Sant'Elpidio a Mare (FM) Through certified email address at [email protected]

To the kind of the Board of Directors

Sant'Elpidio a Mare, March 26th, 2021

Subject: Deposit of the list for the appointment of the members of the Board of Directors

Sirs,

in its quality as shareholder holding a stake of 50.291% of the share capital of Tod's S.p.A., Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l. - taken into account the report illustrating the matters on the agenda of the Shareholders' meeting, prepared pursuant to art. 125-ter of Legislative Decree no. 58/1998 - hereby presents the following list of candidates for the appointment of the members of the Board of Directors of Tod's S.p.A., the renewal of which is the fourth item on the ordinary agenda of the next Shareholders' Meeting, convened at the registered office of the Company on April 21st , 2021 on first call and, if necessary, on April 28th, 2021 on second call:

List of candidates for the office of member of the Board of Directors of Tod's SpA for financial years 2021-2023

1) Diego Della Valle, born in Sant'Elpidio a Mare (FM), on 30/12/1953, Fiscal Code DLLDGI53T30I324E;

2) Vincenzo Manes, born in Venafro (IS), on 01/04/1960, Fiscal Code MNSVCN60D01L725R (**);

3) Andrea Della Valle, born in Sant'Elpidio a Mare (FM), on 26/09/1965, Fiscal Code DLLNDR65P26I324V;

4) Luigi Abete, born in Rome on 17/02/1947, Fiscal Code BTALGU47B17H501Q (*);

5) Marilù Capparelli, born in Naples (NA) on 11/06/1974, Fiscal Code CPPMRA74H51F839E (**);

6) Luca Cordero di Montezemolo, born in Bologna (BO) on 31/08/1947, Fiscal Code CRDLCU47M31A944G (**);

7) Sveva Dalmasso, born in Rome (RM), on 09/11/1956, Fiscal Code DLMSVV56S49H501F (**);

8) Chiara Ferragni, born in Cremona (CR) on 07/05/1987, Fiscal Code FRRCHR87E47D150J(**);

9) Romina Guglielmetti, born in Piacenza (PC), on 18/03/1973, Fiscal Code GGLRMN73C58G535B (**);

10) Umberto Macchi Di Cellere, born in Rome (RM), on 05/10/1964, C.F. MCCMRT64R05H501U;

11) Emilio Macellari, born in Civitanova Marche (MC), on 11/03/1958, Fiscal Code MCLMLE58C11C770U;

12) Cinzia Oglio, born in Vigevano (PV), on 05/12/1970, Fiscal Code GLOCNZ70T45L872S;

13) Emanuela Prandelli, born in Lecco (LC), on 17/07/1970, Fiscal Code PRNMNL70L57E507E (**);

14) Pierfrancesco Saviotti, born in Alessandria (AL), on 16/06/1942, Fiscal Code SVTPFR42H16A182T (*);

15) Maurizio Boscarato, born in Ancona (AN), on 27/03/1941, Fiscal Code BSCMRZ41C27A271K.

(*) Pursuant to Article 147-ter, subsection 4 and 148, subsection 3, of Legislative Decree 58/98 the following candidates qualify as independent directors: Luigi Abete and Pierfrancesco Saviotti.

(**) Pursuant to Article 147-ter, subsection 4 and 148, subsection 3, of Legislative Decree 58/98 and to Article 2, recommendation 7 of the Corporate Governance Code, the following candidates qualify as independent directors: Marilù Capparelli, Luca Cordero di Montezemolo, Sveva Dalmasso, Chiara Ferragni, Romina Guglielmetti, Vincenzo Manes and Emanuela Prandelli.

The following documentation is attached hereto with reference to each candidate:

i) declaration of acceptance of nomination and relative appointment, including the statement regarding the absence of grounds for incompatibility and ineligibility in accordance with the applicable law for the office of Company director, the declaration of the existence of the requirements prescribed by applicable law and regulations for the office, including the possible eligibility to qualify as "independent" pursuant to Article 147-ter, subsection 4 and 148, subsection 3, of Legislative Decree 58/98 and/or pursuant to Article 2. Recommendation 7 of the Corporate Governance Code;

ii) curriculum vitae with a full description of the personal and professional features.

We also attach the documentation issued by an authorized intermediary certifying the ownership by Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l. of a percentage of share capital exceeding 2, 5%.

***

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

4.1 determination of the numbers of members of the Board of Directors

1) "The Shareholders' Meeting:

RESOLVES

- to determine the number of members of the Board of Directors in 15";

4.2 determination of the term office of the Board of Directors

2) The Shareholders' Meeting:

RESOLVES

- to determine the period of the appointment of Board of Directors in three years, and so until the Shareholders' Meeting convened to approve the financial statement as of 31th December 2023";

4.3 appointment of Directors

3) " The Shareholders' Meeting:

RESOLVES

-to appoint as members of the Board of Directors the following candidates taken from the list submitted by the shareholder Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l.

  • 1) Diego Della Valle, born in Sant'Elpidio a Mare (FM), on 30/12/1953, Fiscal Code DLLDGI53T30I324E;
  • 2) Vincenzo Manes, born in Venafro (IS), on 01/04/1960, Fiscal Code MNSVCN60D01L725R;
  • 3) Andrea Della Valle, born in Sant'Elpidio a Mare (FM), on 26/09/1965, Fiscal Code DLLNDR65P26I324V;
  • 4) Luigi Abete, born in Rome on 17/02/1947, Fiscal Code BTALGU47B17H501Q;
  • 5) Marilù Capparelli, born in Naples (NA) on 11/06/1974, Fiscal Code CPPMRA74H51F839E;
  • 6) Luca Cordero di Montezemolo born in Bologna (BO) on 31/08/1947, Fiscal Code CRDLCU47M31A944G;
  • 7) Sveva Dalmasso, born in Rome (RM), on 09/11/1956, Fiscal Code DLMSVV56S49H501F;
  • 8) Chiara Ferragni, born in Cremona (CR) on 07/05/1987, Fiscal Code FRRCHR87E47D150J;
  • 9) Romina Guglielmetti, born in Piacenza (PC), on 18/03/1973, Fiscal Code GGLRMN73C58G535B;
  • 10) Umberto Macchi Di Cellere, born in Rome (RM), on 05/10/1964, C.F. MCCMRT64R05H501U;
  • 11) Emilio Macellari, born in Civitanova Marche (MC), on 11/03/1958, Fiscal Code MCLMLE58C11C770U;
  • 12) Cinzia Oglio, born in Vigevano (PV), on 05/12/1970, Fiscal Code GLOCNZ70T45L872S;
  • 13) Emanuela Prandelli, born in Lecco (LC), on 17/07/1970, Fiscal Code PRNMNL70L57E507E;
  • 14) Pierfrancesco Saviotti, born in Alexandria (AL), on 16/06/1942, Fiscal Code SVTPFR42H16A182T;
  • 15) Maurizio Boscarato, born in Ancona (AN), on 27/03/1941, Fiscal Code BSCMRZ41C27A271K.

4.4 fixing the fees of the members of the Board of Directors and of the Executive Committee

4) "The Shareholders' Meeting:

RESOLVES

to determine in:

- Euro 36,000.00 the gross annual remuneration to be assigned to each member of the Board of Directors;

- Euro 9,000.00 the gross annual remuneration to be assigned to each member of the Executive Committee, if established;

- Euro 350.00 the attendance fee for each meeting of the Board of Directors and Executive Committee, if established;

subject to the provisions of Article 2389, subsection 3, of the Italian Civil Code for the assignment of special duties";

4.5 authorization pursuant to article 2390 of the Italian Civil Code

5) "The Shareholders' Meeting:

RESOLVES

to authorize all the appointed directors to assume shareholdings, offices and carry out activities in derogation of the limit set by article 2390 of the Italian Civil Code."

Regards

Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l.

Deutsche Bank

Deutsche Bank S.p.A. - Sede Sociale e Direzione Generale: Piazza del Calendario, 3 – 20126 Milano Capitale Sociale Euro 412.153.993,80 – Numero iscrizione al Registro delle Imprese di Milano, Codice Fiscale e Partita IVA: 01340740156 Aderente al Fondo Interbancario di Tutela dei Depositi Aderente al Fondo Nazionale di Garanzia ex art. 59 decreto legislativo n. 58/1998 Iscritta all'Albo delle Banche e Capogruppo del Gruppo Deutsche Bank iscritto all'Albo dei Gruppi Bancari. Soggetta all'attività di direzione e coordinamento della Deutsche Bank AG – Cod. Az. 3104.7

COMUNICAZIONE DI PARTECIPAZIONE AL SISTEMA DI GESTIONE ACCENTRATA (D.Lgs 24/02/1998, n 58 e D.Lgs 24/06/1998, n 213 e Provv. B.I./Consob 22/02/2008)

Milano, 18 marzo 2021

n. prog. annuo codice cliente nominativo

21000045 460140770937000 DI.VI. FINANZIARIA DI DIEGO DELLA VALLE & C. S.R.L.

01732500440 codice fiscale - partita IVA

STRADA SETTE CAMINI 116 63811 SANT'ELPIDIO A MARE (FM) indirizzo

a richiesta di VV.SS. – / -

luogo e data di nascita

La presente comunicazione, con efficacia fino al 27/03/2021, attesta la partecipazione al sistema di gestione accentrata del nominativo sopra indicato con i seguenti strumenti finanziari:

IT0005366700 TOD'S-AZIONI ORDINARIE VOTO MAGGIORATO 16.643.057 codice descrizione strumenti finanziari quantità

Su detti strumenti risultano le seguenti annotazioni:

-/-

La presente certificazione viene rilasciata per l'esercizio del seguente diritto:

ESERCIZIO DEL DIRITTO DI PRESENTAZIONE LISTA DEI CANDIDATI ALLA CARICA DEL CONSIGLIO DI AMMINISTRAZIONE IN RELAZIONE ALL'ASSEMBLEA ORDINARIA E STRAORDINARIA DEI SOCI DI TOD'S S.P.A. INDETTA IN PRIMA CONVOCAZIONE PER IL 21 APRILE 2021, E IN SECONDA CONVOCAZIONE IL 28 APRILE 2021 ENTRAMBE ALLE ORE 11.00 IN SANT'ELPIDIO A MARE, VIA FILIPPO DELLA VALLE, 1.

Deutsche Bank S.p.A.

I, the undersigned Diego Della Valle, born in Sant'Elpidio a Mare, on 30 December 1953, Fiscal Code DLLDGI53T30I324E, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself not in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

DIEGO DELLA VALLE

Diego Della Valle was born in 1953, in Casette D'Ete, in the Italian region Le Marche, located on the Adriatic coast in the center of Italy.

After studying law in Bologna and a brief period working in the USA, he joined his father in the family shoemaking business in 1975.

As well as gaining valuable knowledge of the shoe production process, Diego Della Valle also had a leading role in determining the company strategy and in the creation of brands to identify the company's products. He developed an innovative marketing plan, that became the model for the worldwide expansion of the family business, and this has since been followed by many others in the luxury goods industry.

Since October 2000, Diego Della Valle has been the President and CEO of Tod's S.p.A., the new Group he founded. Tod's S.p.A. is now quoted on the Milan stock exchange and is a world leader in the luxury accessories sector. Its brands include Tod's, Hogan, Fay and Roger Vivier.

In 1996 Diego Della Valle has been nominated Cavaliere del Lavoro (the highest honor the Italian Republic bestows for professional achievement) and in 2000 he received a Honoris Causa Degree in Business and Economics from the University of Ancona.

Diego Della Valle was on the board of several companies including Ferrari and Assicurazioni Generali, and he has currently a seat on the board of LVMH, one of the worldwide leaders in the luxury sector, and on that of RCS.

Diego Della Valle is a member of the fundraising committee of the Umberto Veronesi Cancer Research Foundation and President of the Board of Directors of the Della Valle Foundation, a charity engaged in funding schooling for children.

Together with Tod's Group, Diego Della Valle has financed the important project of restoration of the Colosseum.

I, the undersigned Vincenzo Manes, born in Venafro (IS), on 1 April 1960, Fiscal Code MNSVCN60D01L725R, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

March 25, 2021

CURRICULUM VITAE

Vincenzo Manes

Shareholder, President and CEO of INTEK GROUP, a holding company, listed on the Milan Stock Exchange.

The Group operates in the industrial sector with the company KME AG, a European leader in the processing of copper products and semi-finished products, with a consolidated turnover of over 2 billion and with over 3,800 employees.

The Group also owns several diversified shareholdings including CULTI Spa, DUCATI ENERGIA Spa, and various real estate businesses.

Since 2003 he is Founder and President of FONDAZIONE DYNAMO with the mission of contributing to the development of philanthropy in Italy. The main project financed by the DYNAMO FOUNDATION is DYNAMO CAMP: a property in Tuscany specialized in "recreational therapy" programs for children aged 7 to 17, suffering from serious and / or chronic diseases. In its spaces, about two thousand guests are welcomed annually, including children and adult family members, totally for free.

Major shareholder of VITA Editoriale, the first Italian communication network entirely dedicated to non-profit.

Member of the Board of Directors of the ADRIANO OLIVETTI FOUNDATION, of the KENNEDY FOUNDATION and of the LA TRIENNALE DI MILANO FOUNDATION .

Member of the Board of Directors of the companies TOD'S GROUP and CLASS EDITORI.

In 2013 he was awarded the title of KNIGHT OF WORK for his activities in the entrepreneurial field and for his ethical and social commitment aimed at improving the living and working conditions of the country.

From 2015 to 2017 he was pro bono advisor to the Prime Minister for the third sector with the aim of supporting, through the contribution of financial resources and management skills, the implementation and development of innovative interventions by Third Sector entities.

In this position he promoted the birth of the ITALIAN SOCIAL FOUNDATION, of which he has been President since March 2018, with the aim of supporting, through the contribution of financial resources and management skills, the creation and development of innovative interventions by institutions of the Third Sector.

Graduated with honors in Business Administration (Economia e Commercio) from the LUISS University of Rome. He is married with three children.

I, the undersigned Andrea Della Valle, born in Sant'Elpidio a Mare, on 26 September 1965, Fiscal Code DLLNDR65P26I324V nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself not in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

ANDREA DELLA VALLE

Andrea Della Valle was born in Sant'Elpidio a Mare (AP) on 26 September 1965 and completed his secondary school education in 1984.

After joining the company he began his training and preparation in the USA where he lived for several years coordinating activities aimed at penetrating the American market. He was responsible for the opening of the first flagship store in New York. He later began to share responsibility with Diego Della Valle for supervision of company operations.

He holds the position of general manager in several of the group's companies and is Chief Executive Officer of Tod's SpA and Deputy Chairman of the Company's Board of Directors.

I, the undersigned Luigi Abete, born in Rome, on 17 February 1947, Fiscal Code BTALGU47B17H501Q, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director:
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

March 25th 2021

LUIGI ABETE

Born in Rome, Italy, on February 17, 1947

Law degree

On June 2, 2000 has been granted the honorary title of "Cavaliere del Lavoro". On September 19, 2005 has been granted the honorary title of "Grande Ufficiale dell'Ordine al merito della Repubblica Italiana".

On June 22, 2007 has obtained an honorary degree in Economics from Università del Sannio.

- from 1978 to 1982: President of "Comitato Nazionale Giovani Imprenditori"
(National Committee of Young Entrepreneurs) of Confindustria;
- from 1983 to 1986: President of "Federazione Industriali del Lazio";
- from 1992 to 1996: President of Confindustria:
- from 1993 to 2001: President of LUISS University of Guido Carli;
  • from 2004 to 2006:
  • from 2004 to 2008 Chairman of UIR - Unione degli Industriali e delle imprese di Roma:
  • from 2009 to 2013 President of ASSONIME - Associazione fra le Società Italiane per Azioni;
  • presently:

from 1998 to present: Chairman of Banca Nazionale del Lavoro;

President of LUISS Business School;

President of Civita Cultura Holding;

Lifetime member of the Executive Board of Confindustria.

I, the undersigned Maria Capparelli, born in Napoli, on 11/06/1974, Fiscal Code cppmra74h51f839e, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

Marilù Capparelli

Professional experience

Marilù Capparelli has been Google's Director of Legal Affairs since 2009. Marilù Capparelli heads Google's legal department and leads a team of lawyers operating in several European countries. Before Google, Marilù Capparelli obtained a PhD in civil law from the University of Bologna where she held the role of adjunct professor, worked as a jurist at the EU Court of Justice, was Director of Legal and Public Policy Affairs at eBay, PayPal and Skype and, in previous years, she worked for important international law firms in Italy, Brussels, London and Washington DC where she dealt with media law and policies and new technologies, corporate and commercial law, M&A, antitrust and international litigation. He is fluent in English, French and Spanish and has a basic knowledge of German.

Academic activity

Marilù Capparelli lectures on media law and new technologies in various academic courses and masters. She is a lecturer in the Law of Internet Technology master at Bocconi University and she is a Faculty Professor at Istud Business School. In 2018, Marilù Capparelli was chosen among the leaders of her sector to give a lecture at the famous Harvard University. She is author of various academic papers and articles and co-author of the book "Intelligenza artificiale Il diritto, i diritti, l' etica" published by Giuffrè.

Awards and acknowledgments

Marilù Capparelli has obtained numerous important international awards and prizes including the prestigious Chambers CG influencers award for 2019, has been listed among the 30 best (female) lawyers in Italy and in 2019 has been nominated among the first Italian Inspiring Fifty (she has been ranked amongst the fifty most influential women in technology in Italy).

Offices and Qualifications

The offices held are as follows:

RCS Mediagroup S.p.A., Independent Director of the Board Tod's S.p.A., Independent Director of the Board

Tod's S.p.A. Via Filippo Della Valle, 1 63811 Sant'Elpidio a Mare (FM)

Candidacy for the office of member of the Board of Directors of Tod's S.p.A.

I, the undersigned Luca Cordero di Montezemolo, born in Bologna, on the 31st of August 1974, Fiscal Code CRDLCU47M31A944G, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

March 25th 2021

Luca Cordero di Montezemolo

Mr. Montezemolo is Chairman, founder and Shareholder of Italo SpA, the first European private high-speed railway company and Chairman of Manifatture Sigaro Toscano.

He is also President of Telethon, the main Italian charity that aims to fund research on muscular dystrophies and genetic diseases, Chairman of Charme Capital Partners Sgr SpA , international fund of Private Equity and Member of the Board of Yas Marina Circuit.

In the last years he has been member for many years of the Board of Directors of Unicredit, Renova Group and Kering (ex PPR luxury group)

He has been Chairman and CEO of Ferrari Auto S.p.A. since 1991 until 2014 and he lead the company to the highest levels in the design, in the industrial production and in the competitions. As Team Manager and as Chairman he has won 19 World Drivers and Constructors Formula One Championship

He also has been Chairman of FiatGroup from 2004 to 2010, President of Confindustria from and President of LUISS University. He served as both Chairman and Chief Executive Officer of Maserati S.p.A. and as Chairman of the Bologna International Trade Fair.

In 2004 Charme Capital Partners Sgr SpA acquired Poltrona Frau, one of the most renowned luxury Italian companies active in the high end furniture field, then followed by the acquisition of Cassina and Cappellini. In 2006 Charme listed Poltrona Frau Group at Borsa Italiana in Milan.

In the nineties he acquired the Italian parfum brand Acqua di Parma: the company was renewed, and its products relaunched as symbols of luxury, elegance and glamour. In 2003 the brand was buyed by LVMH

In 2008 the President of the French Republic awarded him the title of Commandeur de a Légion d'Honneur.

In 2001 he was elected "man of the year" by "The Automobile", the most important US automobile magazine, and in 2002 by "Autocar", the prestigious English magazine. He was nominated by "Financial Times" as one of the fifty best managers in the world in 2003, 2004 and 2005. He was named "European Manager of the Year" for 2012 by the European Business Press Federation (EBP), an association of Europe's leading economic and finance publications.

On 2015 he has been inducted in the Automotive Hall of Fame of Detroit, the international most prestigious award of this sector.

I, the undersigned Sveva Dalmasso, born in Rome, on 9.11.1956, Fiscal Code DLMSVV56S49H501F,, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • l ) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

25 March, 2021

European Curriculum Vitae Format

.

Personal information

Name
Address
Telephone
Mobile phone
Fax
E-mail
DALMASSO SVEVA
16, via Rasori, 20145, Milan, Italy
0039 02 877351
0039 335 6086932
0039 02 72020101
[email protected]
Nationality Italian
Date of birth 09/11/1956
Work experience
· Up to the present time Notary Public in Milan
Member of the Steering Committee (Consiglio di Indirizzo) of the European Library of
Information and Culture (Biblioteca Europea di Informazione e Cultura, BEIC)
Foundation
Member of The Board of Directors of Tod's S.p.A.
Member of the Remuneration Committee of Tod's S.p.A.
· Dates
From 18/05/2005 to 10/05/2010
· Occupation or position held
Lombardy Regional Councillor - President of the "Per la Lombardia" Group of
Councillors
I have been a member of:
the 2nd Committee on Institutional Affairs
the Special Committee for the drafting of the Statute of the Lombardy Region
the Election Board Committee
the Committee of Inquiry into the reclamation of contaminated sites in the Lombardy
Region, acting as Vice-Chair.
The Statute of the Lombardy Region was finally approved in 2008.
As a member of the Special Committee for the Statute, I took an active part in the
drafting of the new Regional Statute, which enhanced women's role in particular.
Setting old concepts aside, a new vision emerged in the preparatory work and in the
Statute itself whereby parity is not merely seen as women's demand, but as a
requirement of society as a whole, an issue that regards not only women but men too.
During my second mandate I presented:
12 Bills (5 of which were approved)
6 Agendas (5 of which were approved)
12 motions (10 of which were approved)
· Dates
From 05/06/2001 to 17/05/2005
· Occupation or position held
Lombardy Regional Councillor - President of the "Per la Lombardia" Group of
Councillors
I have been a member of:
the 2nd Committee on Institutional Affairs
the Special Committee for the drafting of the Statute of the Lombardy Region
The Election Board Committee
· Dates
From 1998 to 2003
Standing Auditor of the National Notaries' Provident Fund
· Dates
From 1998 to 1999
National head of the UDR Party Women's Affairs Department
· Dates Member of the MEP Party - Movimento per l'Europa Popolare
From 1998
----------- --
· Dates
From 1994 to 1997
Member of the Assembly of Representatives of the Notaries' Provident Fund
· Dates
From 1985 to 1986
Legal Assistant in the Legal Relations and Constitutional Affairs department in the
Office of the President of the Republic
Education and training
1981 Degree in law at the University of Cagliari, with a thesis on tax law, "The business
1986 income" (108/110)
1987 Passed competitive examination to practise as a Notary Public
Passed competitive examination for the position of trainee judge (uditore giudiziario) –
1988 Judiciary - traineeship at the Court of Rome
Enrolled on roll of Notaries - first practice in Vittorio Veneto (Province of Treviso),
second and present practice in Milan
Personal skills and competences Excellent organisational capacity acquired in the spheres of work, politics and the
profession.
Pronounced aptitude for company law; in particular, in the context of my profession as
a notary public I have acquired substantial experience in governance issues related to
both listed and unlisted companies, often advising on corporate governance.

Tod's S.p.A. Via Filippo Della Valle, 1 63811 Sant'Elpidio a Mare (FM)

Candidacy for the office of member of the Board of Directors of Tod's S.p.A.

I, the undersigned Chiara Ferragni born in Cremona (Italy), on 7th May 1987 Fiscal Code FRRCHR87E47D150J nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

Milan, March 24 2021

CHIARA FERRAGNI

Date of birth: 07/05/1987 Address: Via Senofonte 2 20145, Milan (Italy) E-mail : [email protected]

EDUCATION

2001-2006 High-School Diploma
Cremona, Italy Liceo Classico Daniele Manin

Italian : Native Languages: English : Excellent

PROFESSIONAL EXPERIENCE

2009 — Current TBS CREW SRL
Milan, Italy Founder, since October 2009
CEO and President, since October 2017

TBS CREW SRL is a company located in Milan since 2009 with two branches of business: a talent agency that hosts in its portfolio personalities such as Chiara Ferragni, Valentina Ferragni, Francesca Ferragni, Marina Di Guardo and Manuele Mameli and a digital blogazine. www.theblondesalad.com

2013 - Current Chiara Ferragni Brand Milan, Italy Co-founder, since 2013 Creative Director and CEO, since 2018

The clothing brand Chiara Ferragni was launched in 2013 from an idea of Chiara Ferragni, who is Creative Director and CEO. The brand is renowned for its iconic Eye Logo and it offers a variety of product categories, from clothing, accessories, shoes, kidswear, early childhood, sunglasses, underwear, beachwear and more. https://it.chiaraferragnicollection.com

AWARDS

Vanity Fair December 9th 2020

Chiara Ferragni nominated most influential Italian person of the year

Chiara Ferragni and Fedez were listed in the top 20 of the most significant Italian people of 2020 according to Vanity Fair Italy for "the influence and commitment they demonstrated, the ability to use new means of communication, the civic and political involvement they're developing."

Ambrogino d'Oro
December 7th 2020
Chiara Ferragni and Fedez awarded with the Ambrogino d'Oro
Chiara Ferragni and Fedez received the Ambrogino d'Oro, the most prestigious
award from the City of Milan, for their effort against Coronavirus.
Leone d'Oro
September 14th 2020
Chiara Ferragni receives Leone d'Oro in Venice
In Septemer 2020 Chiara Ferragni was awarded from Venice's Mayor with the
Leone d'Oro for her civic commitment towards Italy.
Venice Film
Festival
2019
"Chiara Ferragni Unposted" Documentary nominated at the
76th Venice Film Festival
In September 2019
the 76th edition of Venice Film Festival. In the following week, the movie was
screened for three days only in Italy's cinemas, becoming the most seen movie-
event in Italy's cinema history.
Glamour Award
2019
Chiara Ferragni receives the award "Best Beauty Masterclass"
of the year for Beauty Bites
Beauty Bites is the first beauty masterclass, born from the idea of Chiara
Ferragni and Manuele Mameli. Developed to give everyone the chance to live a
live experience, Beauty Bites opened the doors of Chiara Ferragni and Manuele
Mameli's make up room to share their tips on self-confidence and beauty
empowerement. The event, sold-out, took place on the 9th and 10th of
February 2019 at Teatro Vetra in Milan.
Harvard
Business School
2015 and 2017
The Blonde Salad becomes a Case Study
In 2015 Harvard Business School dedicated a case study to Chiara Ferragni's
career. In 2017 the case was updated to include The Blonde Salad and Chiara
Ferragni Brand's progresses.
2017 Forbes Magazine
in the World"
Forbes Magazine
2015
Chiara Ferragni enters the "30 Under 30" list, in the Art and
Style category

I, the undersigned Romina Guglielmetti, born in Piacenza, on 18 March 1973, Fiscal Code GGLRM73C58G535B, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof, Milan, March 25, 2021

AVV. ROMINA GUGLIELMETTI

Curriculum Vitae

Founding Partner of STARCLEX Born in Piacenza on March 18, 1973 married, two children

She specialises in corporate governance, corporate law, banking and capital markets law and provides advice to listed and private companies, financial intermediaries and banks.

She advises companies on:

  • ordinary corporate matters: creation and implementation of governance, and compliance & control systems, including through the drafting, analysis and updating of by-laws, compliance, control and internal dealing procedures, ethical codes and of the structure and functions of board committees. Romina assists listed companies on the legal and compliance aspects of their relationships with investors and regulatory bodies, with a specific focus on the completeness, coherence and correctness of their communications to the market and to the supervisory agencies. She assists companies and financial intermediaries in dealing with Consob and in structuring their control procedures and on compliance with Bank of Italy regulations;
  • extraordinary corporate matters: she advises companies and financial intermediaries on extraordinary transactions such as IPOs, tender offers, M&A, spin offs and demergers.

Romina has considerable expertise on the corporate governance of listed and state controlled companies with a focus, inter alia, on control systems (both at individual and group level), gender diversity and succession planning. She also specializes in corporate governance assessment.

Romina has also gained, over ten years of professional experience in the banking sector by assisting leading operators on corporate governance and compliance issues. She also acquired a valuable experience and expertise in the following areas:

  • corporate investment banking (since 2002, legal assistance to various market key players especially in extraordinary capital markets transactions);
  • wealth management (as Independent Director, Chairman as well as Chairman of the Control and Risk Committee of Banca Esperia S.p.A);
  • consumer banking (as Risk Committee Chairman of Compass Banca S.p.A.);
  • factoring.

Romina is the founder of STARCLEX - Studio Legale Associato Guglielmetti since 2013. From 2007, she collaborated with Studio Santa Maria (as a partner). Prior to that, she was Of Counsel at Studio Notarile Marchetti and Senior Associate at Bonelli Erede Pappalardo lawfirm.

Offices

  • Tod's Group S.p.A. (April 22, 2015 to date), Independent Member of the Board of Directors..
  • Servizi Italia S.p.A. (April 22, 2015 to date), Independent Member of the Board of Directors..
  • Pininfarina S.p.A. (April 29, 2015 to date), Independent Member of the Board of Directors.
  • Compass Banca S.p.A. (May 27, 2015 to date), Independent Member of the Board of Directors.
  • MBFACTA S.p.A. (April 1, 2016 to date), Independent Member of the Board of Directors.
  • Enel S.p.A. (May 26, 2016 to date), Statutory Auditor.
  • Gruppo Monte dei Paschi di Siena (June, 2020 to date), Member of the Supervisory Body.
  • Fondazione Milano Cortina 2026 (January 2021 to date), Member of the Control and Compliance Body.

Offices ended

  • ACF Fiorentina S.p.A. (March 27, 2017 June 7, 2019) Independent Member of the Board of Directors.
  • Firenze Viola S.r.l. (August 2, 2017 June 7, 2019) Independent Member of the Board of Directors.
  • Banca Esperia S.p.A. (March 26, 2015 April 7, 2017) Independent Member of the Board of Directors; (April 7, 2017, December 1, 2017) Chairman of the Board of Directors.
  • NTV S.p.A. (December 9, 2015 January 17, 2018) Independent Member of the Board of Directors.
  • Alba Private Equity S.p.A. (June 16, 2016 April 13, 2017) Indipendent Member of the Board of Directors.

Associations and Institutions

  • Nedcommunity (May 15, 2017 to date), Member of the Board of Directors
  • Association Italy-India AIICP (October 1, 2019 to date), Member of the Board of Directors.
  • Milan Bar Association.

Other professional activities

  • Adjunct Professor of Corporate Governance and Corporate Finance at LUISS Guido Carli University - Department of Business and Management and Department of Economics and Finance;
  • Lecturer at several courses in the field of corporate law, banking law and with a focus on corporate governance and internal controls systems (ABI, 24oreBusiness School, etc.).

Education

  • 1998 Advanced Degree in Transactional Studies, University of Trento
  • 1998 Juris Doctor, University of Parma (Final score 110/110 Magna Cum Laude) 1993 – Classical High School Diploma, Liceo Classico D. Manin of Cremona, Italy

I authorize with the use of my personal data for the purposes pursuant to the Legislative Decree no. 196/2003 and to the General Data Protection Regulation (EU) 2016/679 (GDPR).

______________________________

Tod's S.p.A. Via Filippo Della Valle, 1 63811 Sant'Elpidio a Mare (FM)

Candidacy for the office of member of the Board of Directors of Tod's S.p.A.

I, the undersigned Umberto Macchi di Cellere, born in Roma (RM), on 05/10/1964, Fiscal Code MCCMRT64R05H5Q1U, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director:
  • 3) that I don't consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

Umberto Macchi di Cellere

March 25th, 2021

Umberto Macchi di Cellere

Umberto Macchi di Cellere was born in Rome, on October 5th 1964. After the Classical studies at school, he took a Degree cum laude in Business Administration (Economia e Commercio) at the public University of Rome 'La Sapienza'.

He is currently Chief Executive Officer and General Manager of the Tod's Group, which he joined in December 2017.

He was from 2001 to 2017 with Bulgari, Italian Multinational Company creating and selling Jewellery, Watches, Leather Goods and Fragrances, which was acquired by LVMH in 2011. He was President and member of the Board of central and local Companies of the Bulgari Group.

From 2009 to 2017, he was Worldwide Managing Director Sales. His task was to lead the Commercial development of the Brand, through a network of over 300 mono-brand boutiques, plus a selected group of high-end retailers.

He was leading the team made by the Country/Region Managing Directors, plus central functions like Store Design, Merchandising, High Jewellery, and Channel Management.

From 2003 to 2009 he was Worldwide Managing Director of the Watches Business Unit. He oversaw New Products Development, Marketing, Quality, Production, and of the acquisition and management of a network of Swiss ateliers and suppliers.

From 2001 to 2002 he has been Managing Director of Bulgari Parfums Italia, managing the business of Fragrances and Cosmetics.

Before Bulgari, he was for 10 years in Johnson & Johnson, American Multinational Company commercializing Toiletries, Skincare and Personal care.

His last role was as International Business Development Director of the dermatological business of the EMEA region.

Previously, he spent 8 years within the Marketing department, covering progressive roles up to leading the Marketing Department of Johnson & Johnson Italy, taking care of Advertising, Media, Trade Marketing, Product development.

Milan, March 25th, 2021

Corso Umberto I n. 171 62012 Civitanova Marche Tel. 0733 816441 - Fax 0733 810398

Tod's S.p.A. Via Filippo Della Valle, 1 63811 Sant'Elpidio a Mare (FM)

Candidacy for the office of member of the Board of Directors of Tod's S.p.A.

I, the undersigned Emilio Macellari, born in Civitanova Marche, on March 11", 1958. Fiscal Code: MCL MLE 58C11 C770U, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director:
  • 3) that I consider myself not in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

March 25th, 2021

EMILIO MACELLARI

Emilio Macellari was born in Civitanova Marche (MC) on March 11th 1958.

An accountant, he manages his own chartered accounting office in Civitanova Marche (MC), providing consultancy to small and medium-sized enterprises. In addition, he has degrees in Legal and Political Sciences; in the course of his professional activities he has acquired financial, corporate and fiscal skills. He has assisted important fashion groups, including extraordinary operations (Mergers & Acquisition).

Alongside his professional activities, he has co-operated with the Università degli Studi di Ancona and with the Università degli Studi di Macerata in educational activities.

He is a member of Board of Directors of many Italian and foreign companies.

I, the undersigned Cinzia Oglio, born in Vigevano, on 5 December 1970, Fiscal Code GLOCNZ70T45L872S, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself not in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

Cinzia Oglio

Born in Vigevano in 1970 – two daughters

PROFESSIONAL EXPERIENCES

Since 2001 TOD'S Spa – INVESTOR RELATIONS MANAGER – Milan

  • Financial communication of the Group (preparation of financial documents and management of relations with the Stock Exchange, supervision of the corporate website, ESG);

  • Managing relations with analysts and portfolio managers; regular activities of roadshows at international level;

  • Management of relations with the private shareholders

  • Support to the Top Management of the Group

  • 1999-2001 BANCA COMMERCIALE ITALIANA – Milan Head Office - Finance Department - Equity Capital Market - Senior Analyst: participation in various processes of listing of companies; assessments of the company for obtaining the mandate, analysis and evaluation of business plans, coordination of the listing process (relations with Borsa and Consob).

  • 1997 -1999 BANCA COMMERCIALE ITALIANA – Milan Head Office - Senior Analyst: analysis and evaluation of the banking and financial property; evaluation of lenders also in view of the acquisition or merger hypothesis; civil and fiscal implications.

Westdeutsche Landesbank (Europa) AG – Milan Branch -Corporate

  • 1994-1997 Finance – Analyst:team member in several optimization projects in tax structure and corporate customers; listing operations and corporate finance. Brief experience of accounting and treasury.
  • 1994 UNIVERSITA' COMMERCIALE "L. Bocconi" Milan Finance Department – Prof. Bertoni – Assistant in Finance

TRAINING

  • 1994 Qualification to the profession of Chartered Accountant from Università Commerciale "L. Bocconi" , Milan
  • 1993 Degree in Economics from Università Commerciale "L. Bocconi", Milan Vote 110/110 cum laude Degree thesis: "Risk management of interest rate in the liability management of the industrial companies; tools and techniques of immunization in the latest theory and practice." Relatore: Prof. Alberto Bertoni; Correlatore: Prof. Giorgio Bertinetti
  • 1989 Scientific High School -Liceo Scientifico Statale "Respighi" in Piacenza, Vote 60/60

I, the undersigned Emanuela Prandelli, born in Lecco, on 17/09/1970, Fiscal Code PRNMNL70L57E507E, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof March 25, 2021

EMANUELA PRANDELLI

Emanuela Prandelli is LVMH Associate Professor of Fashion & Luxury Management within the Department of Management & Technology of Bocconi University. She holds a Ph.D. in Management from Bocconi University and served as a Research Assistant at St.Gallen University and at the Research Center on Technology, Innovation, and eCommerce of the Kellogg School of Management, Northwestern University. She has also been Visiting Professor at the same Kellogg School of Management and at WU Vienna University of Economics and Business.

She is the Director of the Master in Fashion, Design, & Experience (MAFED) of SDA Bocconi School of Management, where she is the Leader of the Knowledge Center in Fashion and Design and Senior Lecturer within the Marketing Department. She teaches fashion and luxury management, innovation management, digital strategy, and marketing management. She has been coordinating ad-hoc initiatives for several companies, such as Artsana and Johnson & Johnson, in the fast moving consumer goods industry; RCS Group and Mondadori, in the publishing industry; Enel in the energy industry; Esprinet, IBM, and Philips, in the consumer electronics; Microsoft, Tim, and Vodafone, in the Telco.

She is responsible for the Fashion & Luxury Topic of Bocconi Alumni Association.

In 2021 she won the Research Excellence Award from Bocconi University and the Best Management Book of the Year Award by Canova Club with the book published in 2020 and entitled "Human digital enterprise. Creare e co-creare valore in un contesto omni-data", co-author G. Verona. In 2012 she won the "Innovation Excellence Award" in custom executive programs. In 2008 she was prized as the best teacher of the Marketing Department at SDA Bocconi in 2007. She also got the award for distinctive academic research from Bocconi University for the results achieved during the periods 2001-2003, 2005-2007, and 2013-2014.

She also teaches Marketing Management at the Executive Master in Marketing & Sales (EMMS), Marketing & CRM in Luxury and Digital & Interactive Marketing at the Master in Business Administration (MBA), and Marketing Management and Customer Relationship Management & Digital Strategy at the Master in Fashion, Design and Experience of SDA Bocconi.

Her research focus regards collaborative marketing and open innovation, digital business and social media marketing. She has a special interest in exploring these topics in the fashion and luxury industry and in the publishing industry. She permanently develops her research projects in collaboration with the Kellogg School of Management of Northwestern University and the User Innovation Group of the MIT, Boston.

She published several national and international books and articles in leading international journals, such as Journal of Marketing, Journal of Business Venturing, California Management Review, Organization Studies, Journal of Interactive Marketing, MIT Sloan Management Review, European Management Journal, Communications of the Association for Information Systems. She won the 2001 Accenture Award for the best paper published in California Management Review in 2000. She also was Runner-up for the Theo Scholler-Preis 2011, Munich Best Paper Award Innovation Management, and for the JIM's 2006 Award for the Best Paper published in the Journal of Interactive Marketing in 2005.

Her Ph.D. Dissertation was prized by Booz Allen & Hamilton and financed by the Marketing Science Institute of Cambridge.

I, the undersigned Pierfrancesco Saviotti, born in Alessandria (AL), on 16/06/1942, Fiscal Code SVTPFR42H16A182T, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director:
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

March 25 2021

PIER FRANCESCO SAVIOTTI

Born in Alessandria on June 16, 1942 Resident in Milan, Via Marco de Marchi, 5 Married with 1 child Graduated in Economics and Commerce Cavaliere del Lavoro since 2 June 2015

Current assignments

  • Director of Tod's S.p.A. from 7 October 2000.

Previous experiences

-Chairman of the Executive Committee and Director of Banco BPM S.p.A. from 1 January 2017 to July 2019;

  • Member of the Board of Directors of the Italian Banking Association (ABI) since March 18, 2009 to July 2019;

  • Member of the Executive Committee of the Italian Banking Association (ABI) from 18 March 2009 to 31 December 2016;

  • Chief Executive Officer of Banco Popolare from 7 December 2008 to 31 December 2016;

  • Director of Moncler S.p.A. from 1 January 2009 to April 2016;
  • Director of Nuovo Trasporti Viaggiatori S.p.A. from 11 July 2008 to 2 December 2014;

  • Director of Stefanel S.p.A. from 30 June 2000 (Member of the Executive Committee from 13 July 2000 to 27 June 2002) to 29 April 2014;

  • Director of Brembo S.p.A. from 29 April 2008 to 29 April 2014;

  • Director of F.C. International Milan S.p.A. from 30 January 2004 to 25 November 2013;

  • Vice Chairman of Merrill Lynch Europe and Senior Advisor for Italy of Merrill Lynch International from May 2006 to December 9, 2008;

  • General Manager of Banca Intesa S.p.A. with responsibility for the credit area from July 2002 to December 2005;

  • In 2000 he founded the Luxembourg Private Equity Fund Equinox;

  • Chief Executive Officer of Banca Commerciale Italiana S.p.A. from March 1998 to June 1999;

  • Director of Mediobanca S.p.A from 29 September 1997 to 4 August 1999.

  • General Manager of Banca Commerciale Italiana S.p.A. from April 1997 to February 1998;

His banking career began in 1962 at the Italian Commercial Bank, where he gained over thirty years and extremely varied professional experience, mainly focused on network activity and the Credit sector, to reach the top positions described above. He has also held various positions in listed and unlisted companies.

25 March 2021

I, the undersigned Maurizio Boscarato, born in Ancona, on 27/03/1941, Fiscal Code BSCMRZ41C27A271K, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

  • 1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
  • 2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
  • 3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code;
  • 4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
  • 5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
  • 6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

March J. 2021

AVV. MAURIZIO BOSCARATO

Via Matteotti 54 - 60121 ANCONA

Tel. 071201098 - Telefax 07152261

[email protected]; [email protected]

www.studioboscarato.it

Avv. Maurizio Boscarato, born in Ancona on 27.03.1941, is the senior lawyer in the legal practice named "Studio Legale Boscarato" situated in Via Matteotti 54 in Ancona.

Avv. Maurizio Boscarato deals with the commercial, company and bankruptcy sectors.

He provides consultancy and assistance to numerous high profile companies in Italy, as well as abroad.

He also deals with company and property settlements.

At a legal level, he is mainly concerned with the contentious procedure arising from company activities. He deals with employment and industrial matters (trade marks, patents and competition).

In the extrajudicial field, he deals with national and international contracts for companies.

In the bankruptcy field he has regularly been appointed, by the Tribunal of Ancona, as the Liquidator and Referee in important insolvency procedures.

He is a Director of the listed company Tod's S.p.A., Director of the Fondazione Teatro delle Muse in Ancona.

He is enrolled in the Register of Auditors, holding the post of Chairman of the Board of Auditors of Unicredit Leasing S.p.A., and Auditor of other several jointstock companies.

March, 25th, 2021

laurizio Boscarato

Talk to a Data Expert

Have a question? We'll get back to you promptly.