This document is a free English courtesy translation, for convenience only, of the original document prepared in Italian language. In the event of any discrepancies between this free English courtesy translation and the original document prepared in Italian language, the original document shall prevail.

OFFER DOCUMENT

VOLUNTARY TOTALITARIAN TENDER OFFER

pursuant to Articles 102 et seq. of Legislative Decree 24 February 1998, no. 58, over the ordinary shares of

ISSUER

Tod's S.p.A.

OFFEROR

Crown Bidco S.r.l.

FINANCIAL INSTRUMENTS OVER WHICH THE OFFER IS PROMOTED

maximum no. 9,255,498 ordinary shares of Tod's S.p.A.

CONSIDERATION PER SHARE

Euro 43.00 per each ordinary share of Tod's S.p.A.

DURATION OF THE ACCEPTANCE PERIOD TO THE OFFER AGREED WITH BORSA ITALIANA S.P.A.

from 8:30 (Italian time) of 25 March 2024

until 17:30 (Italian time) of 8 May 2024, extremes included, without prejudice to any extensions

PAYMENT DATE OF THE CONSIDERATION

15 May 2024, without prejudice to any extensions of the Acceptance Period

FINANCIAL ADVISOR OF THE OFFEROR

INTERMEDIARY IN CHARGE OF COORDINATING THE COLLECTION OF ACCEPTANCES

GLOBAL INFORMATION AGENT

The approval of this offer document, which took place by resolution no. 23042 of 21 March 2024, does not imply any opinion of CONSOB on the advisability of the adherence and the merit of the data and information contained in this document.

22 March 2024

[Page intentionally left blank]

		DEFINITIONS
		RECITAL
1.		MAIN ELEMENTS OF THE OFFER
		AGREEMENTS RELATING TO THE OFFER
3.		REASONS FOR THE OFFER
4.		CONSIDERATION OF THE OFFER AND MAXIMUM DISBURSEMENT
		5.
A.	NOTES (AVVERTENZE)
		A.1
		A.2
		A.3
		A.4
	A.5	REASONS FOR THE OFFER AND FUTURE PROGRAMS OF THE OFFEROR RELATING TO THE ISSUER
	A.6	MERGER AND REVERSE MERGER
		A.6.1 Merger
		A.6.2 Reverse Merger following the Delisting
		A.7 (REOPENING OF THE ISSUERS' REGULATIONS
		A.8
		A.9 DECLARATION BY THE OFFEROR CONCERNING THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 2, OF THE CFA AND THE RIGHT TO RESTORE THE FREE FLOAT PURSUANT TO ARTICLE 108 OF THE CFA
		A.10 DECLARATION BY THE OFFEROR TO AVAIL ITSELF OF THE RIGHT TO PURCHASE SET FORTH IN ARTICLE 111 OF THE CFA AND DECLARATIONS CONCERNING THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 1, OF THE CFA
	A.11	POTENTIAL SHORTAGE OF FREE FLOAT
		A.12
		A.13
		A.13.1 Tender to the Offer, even during the potential Reopening of Terms
		A.13.2 Not tender to the Offer, even during the potential Reopening of Terms
	A.14	ISSUER's COMMUNICATION
		A.15 CRITICALITY AND INPACT RELATED TO THE NATIONAL AND INTERNATIONAL MACROECONOMIC ENVIRONMENT
		A.15.1 Potential impacts related to Covid-19 pandemic-related health emergency
		A.15.2 Context resulting from international geopolitical tensions
		A.16 FRAMEWORK AGREEMENT

		A.17
		A.18 2024 SHAREHOLDER'S MEETING
B. B.		PARTIES TAKING PART TO THE TRANSACTION
	B.1
	B.1.1	Company name, legal form and registered office
	B.1.2	Y ear of incorporation and duration
	B.1.3	Applicable law and jurisdiction
	B.1.4	Corporate capital
	B.1.5	Offeror's corporate structure, group and shareholders' agreements
	B.1.6	Management and control body
	B.1.7	Activity of the Offeror and its group
	B.1.8	Accounting principles
	B.1.9	Balance sheet and income statement
		B.1.10 Revent trend
		B.1.11 Persons Acting in Concert
		B.2
	B.2.1	Company name, legal form and registered office
	B.2.2	Share Capital
	B.2.3	Controlling entity under Article 93 of CFA and relevant shareholders
	B.2.4	Management and control bodies
	B.2.5	Brief description of the Group
	B.2.6	Tod's Group activity
	B.2.7	Revent trends and prospects
		B.2.8 Other recent events
		B.2.9 Foreseable development of operations
		B.3
		B.4
	C. OFFER IS PROMOTER
	C.1 CATEGORY OF THE FINANCIAL INSTRUMENTS OVER WHICH THE OFFER IS PROMOTED AND RELATED QUANTITIES
	C.2
		C.3
	D. FINANCIAL INSTRUMENTS OF THE ISSUER OR HAVING AS UNDERLYING SUCH INSTRUMENTS HELD BY THE OFFEROR AND THE PERSONS ACTING IN CONCERT, INCLUDING THROUGH NOMINEES OR INTERMEDIARIES
		D.1 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS ISSUED BY THE ISSUER HELD BY THE OFFEROR, SPECIFYING THE OWNERSHIP TITLE AND VOTING RIGHT

	D.2	CONTRACTS OF REPURCHASE, SECURITIES LENDING, USUFRUCT OR PLEDGE, OR FURTHER COMMITMENTS ON THE SAME INSTRUMENTS 84
	D.3	FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE PERSONS ACTING IN CONCERT84
E.		CONSIDERATION PER SHARE AND RELEVANT JUSTIFICATION85
	E.1	CONSIDERATION PER SHARE AND ITS DETERMINATION 85
		E.1.1 Listing price on the day prior the announcement of the Offer 85
		E.1.2 Arithmetic averages on volumes over different time frames 86
		E.1.3 Target prices86
	E.2	OVERALL CONSIDERATION OF THE OFFER 87
	E.3	COMPARISON OF THE CONSIDERATION WITH SOME INDICATORS RELATING TO THE ISSUER87
	E.4	MONTHLY WEIGHTED ARITHMETIC AVERAGE OF THE OFFICIAL PRICES RECORDED BY THE ISSUER'S ORDINARY SHARES DURING THE TWELVE MONTHS PRECEDING THE DATE OF THE OFFEROR'S COMMUNICATION 90
	E.5	INDICATION OF THE VALUES ATTRIBUTED TO THE ISSUER'S SHARES IN FINANCIAL TRANSACTIONS DURING THE LAST FINANCIAL YEAR AND THE CURRENT YEAR92
	E.6	INDICATION OF THE VALUES AT WHICH THE OFFEROR HAS MADE PURCHASES AND SALES TRANSACTIONS ON THE SHARES IN THE LAST TWELVE MONTHS, WITH AN INDICATION OF THE NUMBER OF FINANCIAL INSTRUMENTS PURCHASED AND SOLD92
F.		TERMS AND MODALITIES TO TENDER TO THE OFFER, DATES AND MODALITIES FOR PAYMENT OF CONSIDERATION AND RETURN OF SHARES95
	F.1	TERMS AND MODALITIES SET FORTH TO TENDER TO THE OFFER95
		F.1.1 Terms and modalities to tender 96
	F.2	TITLE TO AND EXERCISE OF ADMINISTRATIVE AND PROPERTY RIGHTS PERTAINING TO THE SHARES TENDERED PENDING THE OFFER 97
	F.3	COMMUNICATIONS REGARDING THE COURSE AND RESULTS OF THE OFFER97
	F.4	MARKET ON WHICH THE OFFER IS PROMOTED98
		F.4.1 Italy 98
		F.4.2 Other Countries 99
	F.5	PAYMENT DATE OF THE CONSIDERATION 99
	F.6	TERMS OF PAYMENT OF THE CONSIDERATION 100
	F.7	INDICATION OF THE LAW GOVERNING THE AGREEMENTS ENTERED INTO BETWEEN THE OFFEROR AND THE HOLDERS OF THE ISSUER'S FINANCIAL INSTRUMENTS AS WELL AS THE COMPETENT JURISDICTION100
	F.8	MODALITIES AND TERMS FOR THE RETURN OF SHARES IN THE EVENT OF INEFFECTIVENESS OF THE OFFER AND/OR ALLOTMENT100
G.		FINANCING ARRANGEMENTS, GUARANTEES OF EXACT FULFILLMENT AND FUTURE PROGRAMS OF THE OFFEROR101
	G.1	FINANCING ARRANGEMENTS, GUARANTEES OF EXACT FULFILMENT IN RELATION TO THE TRANSACTION101
		G.1.1 Financing arrangements of the Offer 101

		G.1.2	Guarantee of Exact Fulfilment 101
	G.2	REASONS FOR THE OFFER AND FUTURE PROGRAMS OF THE OFFEROR 101
		G.2.1	Reasons for the Offer and future programs of the Offeror in relation to the Issuer 101
		G.2.2	Future investments and funding sources103
		G.2.3	Merger103
		G.2.4	Amendments envisaged in the composition of the corporate bodies106
		G.2.5	Amendments to the By-laws 108
	G.3		RESTORATION OF THE FREE FLOAT109
H.		ANY AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR AND THE ISSUER OR RELEVANT SHAREHOLDERS OR MEMBERS OF THE MANAGEMENT AND CONTROL BODIES OF THE SAME ISSUER111
	H.1	DESCRIPTION OF THE AGREEMENTS AND FINANCIAL AND/OR COMMERCIAL TRANSACTIONS WHICH HAVE BEEN RESOLVED AND/OR EXECUTED, IN THE TWELVE MONTHS PRECEDING THE DATE OF THE OFFER DOCUMENT, WHICH MAY HAVE OR HAVE HAD A SIGNIFICANT EFFECT ON THE BUSINESS OF THE OFFEROR AND/OR THE ISSUER111
	H.2		AGREEMENTS CONCERNING THE EXERCISE OF VOTING RIGHTS, OR THE TRANSFER OF SHARES AND/OR OTHER FINANCIAL INSTRUMENTS 111
		H.2.1	Framework Agreement111
		H.2.2	Minority Shareholders Undertaking113
I.			FEES TO INTERMEDIARIES114
L.		APPORTIONMENT HYPOTHESIS 115
M.		APPENDIXES116
	M.1		ISSUER'S COMMUNICATION, ALONG WITH THE OPINION OF THE INDEPENDENT DIRECTORS 116
	M.2 ESSENTIAL INFORMATION ON THE FRAMEWORK AGREEMENT, MINORITY SHAREHOLDER UNDERTAKING AND SHAREHOLDERS' AGREEMENT 215
		M.2.1	Essential information on the Framework Agreement215
		M.2.2	Essential information on the Minority Shareholder Undertaking and Shareholders' Agreement223
N.		DOCUMENTS THAT THE OFFEROR MAKES AVAILABLE TO THE PUBLIC AND PLACES WHERE SUCH DOCUMENTS ARE AVAILABLE TO BE CONSULTED 239
	N.1		DOCUMENTS RELATED TO THE OFFEROR239
	N.2	DOCUMENTS RELATED TO THE ISSUER239
			DECLARATION OF RESPONSIBILITY240

DEFINITIONS

Below is a list of the main terms used in the Offer Document. Such terms, unless otherwise specified, have the meanings indicated below. Where the context so requires, terms defined in the singular retain the same meaning in the plural and vice versa. Further terms and definitions used in the Offer Document have the meanings ascribed to them in the document.

The framework agreement entered into on the Announcement Date (i.e., 10 February 2024) among the Offeror, on one hand, Diego Della Valle, Andrea Della Valle, DIVI and DDV & C., on another hand, and to which LC Fund will adhere after the acquisition by LC Fund of the entire corporate capital of the Offeror.
Shareholders of the Issuer, whether natural or legal persons, who have tendered the Shares to the Offer.
ADV Family Holding S.r.l., a company with sole shareholder, whose share capital is wholly owned by Andrea Della Valle, with registered office in Sant'Elpidio a Mare (FM), Strada Sette Camini n. 116, tax code, VAT no. and registration number with the Companies' Register of Fermo 02492290446, with share capital of Euro 1,000,000.00 fully subscribed and paid up.
United States of America, Canada, Japan, Australia as well as any other country, other than Italy, in which the Offer is not permitted without the authorization by the competent authorities or other fulfillments by the Offeror.
Andrea Della Valle, born in Sant'Elpidio a Mare (FM) on September 26, 1965, tax code DLL NDR 65P26 I324V.
Each of the (or in the plural, depending on the context, all, or part of,) no. 33,093,539 ordinary shares of Tod's S.p.A, issued and outstanding as of the Date of the Offer Document, with no indication of par value and with regular dividend entitlements, subject to the dematerialization regime, pursuant to Article 83-bis of CFA and admitted to trading on Euronext Milan, (ISIN code of the Shares with single vote: IT0003007728; ISIN code of the Shares enjoying the Double Voting: IT0005366700).
Each of (or in the plural, depending on the context, all, or part of,) the maximum no. 9,255,498 Shares, representing 27.968% of the Issuer's share capital, constituting all the outstanding Shares as of the Date of the Offer Document, less the DDV and Minority Shareholder Aggregate Shares as well as the Offeror Stake (and excluding any Treasury Shares). The Offeror hereby reserves – directly or indirectly, also through its Persons Acting in Concert – the right to purchase Shares outside the Offer, within the limits of applicable laws and regulations. Such purchases will be disclosed to CONSOB and the market in accordance with Article 41, paragraph 2, letter c), of the Issuers' Regulations.

Treasury Shares	The Shares held from time to time by the Issuer. As of the Date of the Offer Document, the Issuer does not hold any Treasury Shares.
Minority Shareholder	Delphine S.A.S., "société par actions simplifiée" incorporated under the laws of France, with registered office in Paris, France, 75008 - 24-32 Rue Jean Goujon, SIREN no. 392 033 254, LEI code 969500Z8CD6UXP7Q3W23.
Shareholders or Issuer's Shareholders	The holders of the Offer Shares to whom the Offer is addressed indiscriminately and on equal terms.
Majority Shareholders	Jointly, Diego Della Valle, Andrea Della Valle, DIVI and DDV & C.
Borsa Italiana	Borsa Italiana S.p.A., based in Milan, Piazza Affari No. 6.
Civil Code or Civ. Code	The Italian Civil Code, approved by Royal Decree no. 262 of 16 March 1942.
Corporate Governance Code	The Corporate Governance Code for Listed Companies, adopted in January 2020 by the Corporate Governance Committee and promoted, inter alia, by Borsa Italiana.
Issuer's Communication	The Issuer's communication, prepared in accordance with Articles 103, paragraphs 3 and 3-bis, of CFA and 39 of the Issuers' Regulations, along with the Opinion of the Independent Directors and attached to the Offer Document under Appendix M.1.
Press Release on the Results of the Offer	The press release on the final results of the Offer to be published pursuant to Article 41, paragraph 6, of the Issuers' Regulations.
Offeror's Communication	The communication of the Offeror, pursuant to Article 102, paragraph 1, of CFA and 37 of the Issuers' Regulations, published and disseminated on 10 February 2024.
Conditions to the Offer	The conditions for the effectiveness of the Offer described in Section A, Paragraph A.1, of the Offer Document.
Authorizations Condition	The condition of effectiveness of the Offer described in Section A, Paragraph A.1, point (ii) of the Offer Document.
MAC/MAE Condition	The condition of effectiveness of the Offer described in Section A, Paragraph A.1, point (i), of the Offer Document.
Management Condition	The condition of effectiveness of the Offer described in Section A, Paragraph A.1, point (iii), of the Offer Document.
CONSOB	The National Commission for Companies and the Stock Exchange, with registered office in Rome, Via G.B. Martini no. 3.
Consideration	The unitary amount of Euro 43.00 (forty-three/00) (cum dividend) to be paid by the Offeror to the Adherents per each Share tendered to the Offer and purchased by the Offeror.

Date of the Offer Document	The date of publication of the Offer Document in accordance with Article 38 of the Issuers' Regulations, namely 22 March 2024.
Announcement Date	The date on which the Offer was communicated to CONSOB and announced to the public, through the Offeror's Communication, that is on 10 February 2024.
Payment Date	The date on which the payment of the Consideration to the Adherents for each Offer Share tendered to the Offer during the Acceptance Period will be made, concurrently with the transfer of title to such Offer Shares in favor of the Offeror, corresponding to the fifth Trading Day following the end of the Acceptance Period, i.e., on 15 May 2024 (without prejudice to any extensions of the Acceptance Period, in accordance with applicable laws), as indicated in Section F, Paragraph F.5, of the Offer Document.
Payment Date following Reopening of Terms	The date on which payment of the Consideration to the Adherents for each Offer Share tendered to the Offer during the potential period of Reopening of Terms will be made, if any, concurrently with the transfer of title to such Offer Shares in favor of the Offeror, corresponding to the fifth Trading Day following the end of the period of Reopening of Terms, i.e., on 29 May 2024 (without prejudice to any extension of the Acceptance Period, in accordance with applicable laws), as set forth in Section F, Paragraph F.5, of the Offer Document.
DDV & C.	Diego Della Valle & C. S.r.l., with registered office in Sant'Elpidio a Mare (FM), Strada Sette Camini n. 116, tax code, VAT number and registration number with the Companies' Register of Fermo 01501320442, with share capital of Euro 2,782,000.00 fully subscribed and paid up.
Delisting	The delisting of the Shares from listing and trading on Euronext Milan.
Diego Della Valle	Diego Della Valle, born in Sant'Elpidio a Mare (FM) on December 30, 1953, tax code DLL DGI 53T30 I324E.
Right to Purchase	The Offeror's right to purchase the remaining Offer Shares, pursuant to Article 111 of CFA, in the event that the Offeror and the Persons Acting in Concert come to hold – as a result of the acceptances to the Offer and any purchases potentially made outside the Offer itself, directly or indirectly by the Offeror and/or the Persons Acting in Concert in accordance with the applicable laws, during the Acceptance Period (as potentially extended pursuant to applicable laws) and/or during the Reopening of the Terms and/or during the procedure to fulfill the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA – a stake of at least 95% of the Issuer's share capital.
DIVI	DI.VI. Finanziaria di Diego Della Valle & C. S.r.l., with registered office in Sant'Elpidio a Mare (FM), Strada Sette Camini n. 116, tax code and

	registration number with the Companies' Register of Fermo 01732500440, with share capital of Euro 200,000,000.00 fully subscribed and paid up.
Offer Document	This offering document, approved by CONSOB by resolution no. 23042 of 21 March 2024.
Issuer or Tod's or Company	Tod's S.p.A., with registered office in Sant'Elpidio a Mare (FM), Via Filippo Della Valle no. 1, tax code, VAT No. and registration number with the Companies' Register of Fermo 01113570442, with share capital of Euro 66,187,078.00 fully subscribed and paid up, divided into no. 33,093,539 Shares.
Maximum Disbursement	The total maximum countervalue of the Offer, amounting to Euro 397,986,414, calculated based on the Consideration and assuming that all the Offer Shares are tendered to the Offer.
Euronext Milan	Euronext Milan, a regulated market organized and managed by Borsa Italiana (formerly "Mercato Telematico Azionario").
Euronext Securities Milan	Euronext Securities Milan (i.e., Monte Titoli S.p.A.), based in Milan, Piazza Affari no. 6.
Merger	The merger by incorporation of the Issuer into the Offeror.
Reverse Merger	The merger by incorporation of the Offeror into the Issuer.
Guarantor of Exact Fulfillment	Crédit Agricole Corporate and Investment Bank, with registered office at 12 Place des États Unis-Cs 70052, 92547 Montrouge Cedex, registration number at the Nanterre companies' register 304 187 701.
Trading Day	Each opening day of Italian regulated markets, according to the trading calendar established annually by Borsa Italiana.
Global Information Agent	Georgeson S.r.l., as the person in charge of providing information regarding the Offer to all Shareholders of the Issuer.
Group or Tod's Group	The Issuer and the companies directly and indirectly controlled by the latter.
IFRS	International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) adopted by the European Union, as well as all interpretations of the International Financial Reporting Interpretations Committee (IFRIC).
Minority Shareholder Undertaking	The agreement entered into on the Announcement Date (i.e., on 10 February 2024) by the Offeror, as first party, Diego Della Valle, Andrea Della Valle, DIVI and DDV & C., as second party, and Minority Shareholder, as third party, to which LC Fund will adhere, following the acquisition by LC Fund of the entire corporate capital of the Offeror.

Depository Intermediaries	The authorized intermediaries participating in the centralized management system at Euronext Securities Milan (by way of example, banks, SIMs, investment companies, stockbrokers), with whom the Offer Shares are deposited, from time to time, under the terms specified in Section B, Paragraph B.3, of the Offer Document.
Designated Intermediaries	The intermediaries in charge of collecting acceptances to the Offer referred to in Section B, Paragraph B.3, of the Offer Document.
Intermediary in Charge of Coordinating the Collection of Acceptances	Intesa Sanpaolo S.p.A., a joint stock company under Italian law, with registered office in Turin, Piazza San Carlo no. 156, Turin Companies Register registration number and tax code 00799960158, registered at the Register of Banks no. 5361 - ABI 3069.2, as well as in the Register of Banking Groups no. 3069.2, member of the Interbank Deposit Protection Fund and the National Guarantee Fund.
J.P. Morgan	J. P. Morgan Securities plc, with registered office in 25 Bank Street, Canary Wharf, London, United Kingdom.
LC10 Caledonia	LC10 Caledonia AIV GP, LLP, a limited liability partnership incorporated under the laws of Scotland with its registered office at 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH39WJ and registration number SO307474.
Catterton L	LC10 International AIV, L.P., limited partnership incorporated under the laws of England, with registered office at 50 Lothian Road Festival Square, EH39WJ, Edinburgh, Scotland, registration number SL035499.
Catterton Management L	L Catterton Management Limited, a private limited company incorporated under the laws of England, with registered office at Belgrave House, 76 Buckingham Palace Road, London, Great Britain, SW1W 9TQ, registration number 09923013.
LC Fund	LC Vista SCSp, a Luxembourg special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of Luxembourg with its registered office at 40, Avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B283796, which, as of the Date of the Offer Document, is controlled by LC Luxco as general partner, which, in turn, is wholly owned by LC10 Caledonia, which, as indicated in Section B, Paragraph B.1.5, of the Offer Document, controls L Catterton.
LC Luxco	LC Vista Luxco S.à r.l., private limited liability company (associé commandité gérant) incorporated under the laws of the Grand Duchy of Luxembourg with its registered office at 40, Avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B283796.

Double Voting	The double voting rights under Article 127-quinquies of CFA, provided for in Article 7 of the By-laws.
Purchase Obligation pursuant to Article 108, paragraph 1, of CFA	The Offeror's obligation to purchase the remaining Offer Shares from those who so request, pursuant to Article 108, paragraph 1, of CFA, if the Offeror and the Persons Acting in Concert come to hold – as a result of the acceptances to the Offer and any purchases potentially made outside the Offer itself, directly or indirectly by the Offeror and/or the Persons Acting in Concert in accordance with the applicable laws, during the Acceptance Period (as potentially extended pursuant to applicable laws) and/or during the Reopening of the Terms and/or during the procedure to fulfill the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA – an aggregate stake in the Issuer of at least 95% of the Issuer's share capital.
Purchase Obligation pursuant to Article 108, paragraph 2, of CFA	The Offeror's obligation to purchase, from those who so request, the Offer Shares not tendered to the Offer, pursuant to Article 108, paragraph 2, of CFA, if the Offeror and the Persons Acting in Concert come to hold, as a result of acceptances to the Offer (including during any extensions of the Acceptance Period in accordance with the applicable laws and the potential Reopening of Terms) and any purchases made outside the Offer, directly or indirectly, by the Offeror and/or the Persons Acting in Concert, an aggregate stake of more than 90% of the Issuer's share capital, but less than 95% of the share capital of the Issuer.
Offeror or BidCo	Crown Bidco S.r.l., with registered office in Milan, Via della Spiga 30, tax code, VAT number and registration number with the Companies' Register of Milan, Monza, Brianza, Lodi 13400600964 share capital of Euro 10,000.00 (ten thousand/00), fully subscribed and paid up and wholly owned, as of the Date of the Offer Document, by L Catterton.
Offer	The voluntary totalitarian tender offer over the Offer Shares, promoted by the Offeror, pursuant to and in accordance with Articles 102 et seq. of CFA, as described in the Offer Document.
Opinion of the Independent Directors	The reasoned opinion containing the assessments of the Offer and the fairness of the Consideration, prepared by the Issuer's independent directors, pursuant to Article 39-bis of the Issuers' Regulations, attached to the Issuer's Communication, which in turn is attached to the Offer Document under Appendix M.1.
DDV and Minority Shareholder Aggregate Shares	Jointly, the Majority Shares Not Tendered to the Offer and Minority Shareholder Shares, amounting to overall no. 21,180,411 Shares, representing, as of the Date of the Offer Document, 64% of the Issuer's share capital and 73.36% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting.
Minority Shareholder Shares	The no. 3,309,900 Shares held by Minority Shareholder representing 10% of the Issuer's share capital and 11.46% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting, which,

pursuant to the Minority Shareholder Undertaking, Minority Shareholder undertook not to tender to the Offer.

Majority Stake The overall no. 21,329,912 Shares held by Diego Della Valle directly and indirectly (through DIVI and DDV & C.) and Andrea Della Valle, representing, as of the Date of the Offer Document, 64.45% of the Issuer's share capital and 73.88% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting.
DDV & C. Shares The no. 4,166,139 Shares directly held by DDV & C., representing 12.59% of the Issuer's share capital and 14.43% of the voting rights exercisable at the Issuer's shareholders' meeting as a result of the Double Voting.
DDV Shares Tendered to the Offer The no. 3,459,401 Shares held by DDV & C. representing 10.45% of the Issuer's share capital and 11.98% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting, which, pursuant to the Framework Agreement, DDV & C. undertook to tender to the Offer.
Majority Shares Not Tendered to the Offer The Majority Stake less the DDV Shares Tendered to the Offer, i.e., jointly, the (i) no. 16,643,057 Shares directly held by DIVI in the Issuer's share capital, representing, as of the Date of the Offer Document, 50.29% of the Issuer's share capital and 57.65% of the voting rights exercisable in the Issuer's shareholders' meetings as a result of the Double Voting (representing DIVI Shares); (ii) no. 706,738 Shares directly held by DDV & C. in the Issuer's share capital, representing, as of the Date of the Offer Document, 2.14% of the Issuer's share capital and 2.45% of the voting rights exercisable in the Issuer's shareholders' meetings as a result of the Double Voting; (iii) no. 252,000 Shares directly held by Diego Della Valle in the Issuer's share capital, representing, as of the Date of the Offer Document, 0.76% of the Issuer's share capital and 0.87% of the voting rights exercisable in the Issuer's shareholders' meetings as a result of the Double Voting (representing Diego Della Valle Shares); and (iv) no. 268,716 Shares directly held by Andrea Della Valle in the Issuer's share capital, representing, as of the Date of the Offer Document, 0.81% of the Issuer's share capital and 0.93% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting. Pursuant to the Framework Agreement, DIVI, DDV & C., Diego Della Valle and Andrea Della Valle undertook not to tender to the Offer the Majority Shares Not Tendered to the Offer. Diego Della Valle Shares The no. 252,000 Shares directly held by Diego Della Valle, representing 0.76% of the Issuer's share capital and 0.87% of the voting rights exercisable at the
DIVI Shares The no.16,643,057 Shares held by DIVI, representing 50.29% of the Issuer's share capital and 57.65% of the voting rights exercisable at the Issuer's shareholders' meeting as a result of the Double Voting.

Issuer's shareholders' meeting as a result of the Double Voting.

Offeror Stake	The no. 2,657,630 Shares, representing 8.031% of the Issuers' share capital and 4.603% of the voting rights exercisable at the Issuer's shareholders' meeting, owned by the Offeror as of the Date of the Offer Document and purchased outside the Offer by the Offeror and L Catterton – which, as of the Date of the Offer Document, owns the entire corporate capital of the Offeror – in the period between 12 February 2024 and the Date of the Offer Document.
Shareholders' Agreement	The Shareholders' Agreement to be entered into - in the form already agreed by the parties and attached to the Framework Agreement as amended pursuant to the Minority Shareholder Undertaking - by the Offeror, DIVI and Minority Shareholder and, subject to adherence to the Framework Agreement, LC Fund, on the completion date of the Delisting, aimed at regulating their rights and obligations as shareholders of the Issuer which provides for: (a) a representation of the Offeror and Minority Shareholder in the Issuer's board of directors; (b) additional governance and exit rights of the parties; and (c) certain limitations on the transfer of Shares.
Acceptance Period	The acceptance period to the Offer, agreed with Borsa Italiana, corresponding to 30 (thirty) Trading Days, which will begin at 8:30 (Italian time) on 25 March 2024 and will end at 17:30 (Italian time) on 8 May 2024, extremes included, without prejudice to any extensions of the Acceptance Period.
Persons Acting in Concert	Jointly, the persons acting in concert with the Offeror, pursuant to Articles 101-bis, paragraphs 4-bis and 4-ter, of CFA and 44-quater of the Issuers' Regulations, namely, L Catterton, LC10 Caledonia, Diego Della Valle, Andrea Della Valle, DI.VI, DDV & C, and Minority Shareholder, as further specified in Section B, Paragraph B.1.11, of the Offer Document.
Joint Procedure	The joint procedure for (i) the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 1, of CFA, and (ii) the exercise of the Right to Purchase, pursuant to Article 111, paragraph 1, of CFA, agreed with CONSOB and Borsa Italiana, pursuant to Article 50-quinquies, paragraph 1, of the Issuers' Regulations.
Related Party Procedure	The Issuer's procedure for related party transactions (approved by the Issuer's Board of Directors on 11 November 2010 and subsequently amended on May 12, 2021).
Stock Exchange Regulations	The Regulations of Markets Organized and Managed by Borsa Italiana.
Issuer's Regulations	The Regulations implementing CFA, concerning the regulation of issuers, adopted by CONSOB by resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented.

Related Party Regulations	The Regulations concerning related party transactions, adopted by CONSOB Resolution no. 17221 of March 12, 2010, as subsequently amended and supplemented.
2022 Annual Financial Report	Jointly, Tod's Group's consolidated financial statements as of 31 December 2022, approved by the Issuer's board of directors on April 19, 2023, and Tod's financial statements as of 31 December 2022, approved by the ordinary shareholders' meeting on April 19, 2023.
2023 Annual Financial Report	Jointly, the Issuer's draft financial statements and the Group's consolidated financial statements as of 31 December 2023, approved by the Issuer's board of directors on March 12, 2024.
Half-Year Financial Report 2023	The consolidated half-year financial report of Tod's Group as of 30 June 2023 approved by the Issuer's board of directors on September 6, 2023.
Reopening of Terms	The potential reopening of the Acceptance Period, pursuant to Article 40-bis, paragraph 1, letter a) of the Issuers' Regulations, for five Trading Days from the Trading Day following the Payment Date and, therefore, for the sessions of 16 May, 17 May, 20 May, 21 May and 22 May 2024, without prejudice to any extension of the Acceptance Period.
Acceptance Form	The acceptance form to be signed and delivered by Adherents to a Designated Intermediary, duly completed in its entirety, with simultaneous deposit of the Offer Shares with said Designated Intermediary.
By-laws	The Issuer's by-laws in force as of the Date of the Offer Document.
Consolidated Law on Finance or CFA	Legislative Decree no. 58 of February 24, 1998, as amended and supplemented.

RECITAL

The following recital provides for a brief description of the structure and legal requirements of the transaction described in this offer document (the "Offer Document").

For the purpose of a full evaluation of the terms of the transaction, a careful reading of Section A below ("Notes") and, in any case, of the entire Offer Document is recommended.

The data and information regarding Tod's and the Group contained in this Offer Document are based on data and information publicly available as of the Date of the Offer Document, including those available on the Issuer's website at www.todsgroup.com.

1. MAIN ELEMENTS OF THE OFFER

The Offer described in the Offer Document is a voluntary totalitarian tender offer (the "Offer") promoted by Crown BidCo S.r.l. (the "Offeror" or "BidCo"), a limited liability company incorporated under the laws of Italy, whose corporate capital as of the Date of the Offer Document is wholly owned by L Catterton, pursuant to and in accordance with Articles 102 et seq. of the Consolidated Law on Finance, as well as the applicable implementing provisions contained in the Issuers' Regulations, over maximum no. 9,255,498 ordinary shares of Tod's S.p.A. (the "Issuer" or "Tod's" or the "Company"), representing, as of the Date of the Offer Document, 27.968% of Tod's share capital (excluding any Treasury Shares) (the "Offer Shares").

The Offer Shares correspond to all the outstanding Shares as of the Date of the Offer Document, less: (i) no. 21,180,411 Shares, representing, as of the Date of the Offer Document, 64% of the Issuer's share capital and 73.36% of the voting rights exercisable in the shareholders' meetings of the Issuer as a result of the Double Voting, constituting the DDV and Minority Shareholder Aggregate Shares; and (ii) no. 2,657,630 Shares, representing, as of the Date of the Offer Document, 8.031% of the Issuer's share capital and 4.603% of the voting rights exercisable at the Issuer's shareholders' meetings, constituting the Offeror Stake acquired by the Offeror and the Persons Acting in Concert during the period between 12 February 2024 and the Date of the Offer Document at a unitary price per Share not exceeding the Consideration.

For the sake of clarity, it should be noted that the Offer Shares also include the DDV Shares Tendered to the Offer, consisting of the 3,459,401 Shares held by DDV & C. representing 10.45 % of the Issuer's share capital and 11.98% of the voting rights as a result of the Double Voting that DDV & C. undertook to tender to the Offer pursuant to the Framework Agreement.

The Offeror communicated to CONSOB and announced to the public, on February 10, 2024, its decision to promote the Offer by means of the Offeror's Communication disseminated pursuant to Article 102, paragraph 1, of the CFA and Article 37 of the Issuers' Regulations. It should be noted that the communication made by Offeror of its decision to promote the Offer on 10 February 2024 followed the execution, on the same date, of the Framework Agreement and the Minority Shareholder Undertaking, as better described under Paragraph 2 of this Recital.

Subsequently, on 29 February 2024, the Offeror promoted the Offer by filing the Offer Document with CONSOB.

The Offeror will pay to each Adherent a cash consideration per each Offer Share tendered to the Offer equal to Euro 43.00 (forty-three/00) (cum dividend) (the "Consideration"). It should be noted that the Offeror will be the only party to become the purchaser of the Offer Shares that will be tendered to the Offer.

For more information regarding the category of financial instruments over which the Offer is promoted and their quantities, please refer to Section C, Paragraph C.1, of the Offer Document.

The effectiveness of the Offer is subject to the fulfillment of each of the Conditions to the Offer.

Pursuant to Article 36 of the Issuers' Regulations, the Offeror will give notice of the fulfillment or nonfulfillment of the Conditions to the Offer and, in the event that any of the Conditions to the Offer are not fulfilled, of any waiver to one or more of those Conditions to the Offer, by 7:29 a.m. on the Trading Day preceding the Payment Date.

In the event that any of the Conditions of the Offer have not been fulfilled and the Offeror has not exercised its right of waiver, the Offer will not be completed. In such a scenario, any Offer Shares tendered to the Offer will be made available again to their respective holders, no later than the Trading Day following the date on which the Offeror will have communicated for the first time that the Offer has not been completed. The Shares will return to the availability of their respective holders, without charge or expense to them.

For more information regarding the Conditions to the Offer, please refer to Section A, Paragraph A.1, of the Offer Document.

The Offer is aimed at the Delisting. It should be noted that, considering the DDV and Minority Shareholder Aggregate Shares and the Offeror Stake, in the event that Shareholders other than DDV & C. (which, pursuant to the Framework Agreement, undertook to tender to the Offer the DDV Shares Tendered to the Offer, equal to 10.45% of the Issuer's share capital) tender to the Offer at least no. 2,486,744 Shares, equal to 7.514% of the Issuer's share capital, the Offeror (jointly with the Persons Acting in Concert) would come to hold (even if it does not carry out, after the Date of the Offer Document, directly and/or indirectly, further purchases of Offer Shares outside the Offer) a stake greater than 90% of the Issuer's share capital such that Borsa Italiana – pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations – will order the delisting of the Shares from trading on Euronext Milan as of, as the case may be, the first Trading Day following the date of payment of the consideration paid by the Offeror to fulfill the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (as defined below) or taking into account the timing envisaged for the exercise of the Right to Purchase (as defined below). For more information on the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, please refer to Section A, Paragraph A.10 of the Offer Document. For more information regarding the Delisting, please refer to Section A, Paragraphs A.6, A.9, A.10, and Section G, Paragraphs G.2 and G.3, of the Offer Document.

If, on the other hand, the Delisting is not achieved following the Offer as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA or the Joint Procedure, the Delisting may be achieved through the merger by incorporation of the Issuer into the Offeror aimed at the Delisting (the "Merger"), in accordance with the commitments already undertaken by the Offeror and the Persons Acting in Concert in the Framework Agreement and in the Minority Shareholder Undertaking, subject to the approval of the Merger by the competent corporate bodies of the Issuer. For more information on the Merger, please refer to Section A, Sections A.5 and A.6.1 and Section G, Paragraph G.2.3.1 of the Offer Document.

2. AGREEMENTS RELATING TO THE OFFER

The Offer has been communicated to CONSOB and announced to the public by means of the Offeror's Communication on the Announcement Date.

On the same date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C. and the Offeror entered into the Framework Agreement, pursuant to which, inter alia:

(i) the Offeror undertook to promote the Offer aimed at obtaining the Delisting;
(ii) DDV & C. undertook to tender the DDV Shares Tendered to the Offer within 5 Trading Days after the beginning of the Acceptance Period;
(iii) DIVI undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 16,643,057 shares held by the latter representing 50.29% of the Issuer's share capital and 57.65% of the voting rights as a result of the Double Voting (representing DIVI Shares);
(iv) DDV & C. undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 706,738 shares held by the latter representing 2.14% of the Issuer's share capital and 2.45% of the voting rights as a result of the Double Voting;
(v) Diego Della Valle undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 252,000 shares held by the latter representing 0.76% of the Issuer's share capital and 0.87% of the voting rights as a result of the Double Voting (representing Diego Della Valle Shares);
(vi) Andrea Della Valle undertook towards the Offeror, until completion of the Offer (including any sellout and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties, and not to tender to the Offer, no. 268,716 shares held by it representing 0.81% of the Issuer's share capital and 0.93% of the voting rights as a result of the Double Voting;
(vii) DIVI undertook to submit to the shareholders' meeting of the Issuer scheduled, on first call, for 24 April 2024, which will be called, inter alia, to approve the financial statements of the Company as of 31 December 2023 and the appointment of the new board of directors of the Issuer (the "2024 Shareholders' Meeting"), (x) the proposal to appoint a board of directors consisting of 9 (nine) directors and set the term of office thereof at 1 (one) financial year, i.e. until to the approval by the Company's shareholders' meeting of the financial statements of the Company for the financial year ending 31 December 2024; and (y) a list for the appointment of the board of directors composed of 9 (nine) candidates, of which (a) 6 (six) candidates designated by DIVI (of whom at least 1 belonging to the less represented gender); and (y) 3 candidates designated by BidCo (each of them belonging to the less represented gender and meeting the independence requirements of the CFA and the Corporate Governance Code) and that will be placed within the list in a position other than the last one;
(viii) the Majority Shareholders undertook to vote in favor of the proposals set forth in (vii)(x) above and the list in (vii)(y) above;
(ix) the Majority Shareholders undertook not to propose or vote in favor of any the distribution or payment of ordinary or extraordinary dividends or reserves until 31 December 2024 (included);
(x) the Majority Shareholders and the Offeror undertook, where the conditions for the Delisting were not met as a result of the Acceptance Period (including the potential extension of the Acceptance Period or the potential Reopening of Terms), to exercise their rights as Issuer's Shareholders (including voting

in favor of the relevant resolution at the Issuer's Shareholders' meeting) and to use their reasonable commercial best efforts to carry out the Merger and to use their reasonable commercial best efforts so that – subject to the approval by the board of directors of the Merger documentation – the extraordinary shareholders' meeting of the Issuer will be convened to resolve upon the approval of the Merger: (x) by June 30, 2024, if the Acceptance Period (as potentially extended pursuant to the applicable laws) ends on or before May 31, 2024, or (y) by the date to be agreed upon by the Majority Shareholders and the Offeror (and, in any event, within 18 months after the end of the Acceptance Period), if the Acceptance Period (as potentially extended pursuant to the applicable laws) ends after May 31, 2024;

(xi) BidCo undertook to cause LC Fund special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of Luxembourg that, as of the Date of the Offer Document, is controlled by LC Luxco as general partner, which, in turn, is wholly owned by LC10 Caledonia, which, as indicated in Section B, Paragraph B.1.5, of the Offer Document, controls L Catterton – (which will enter into the Framework Agreement, following the acquisition by LC Fund of the entire share capital of the Offeror) to acquire all the Issuer's Shares - or, in the event of the completion of the Merger, all the BidCo Shares - with respect to which the Issuer's Shareholders (other than the Majority Shareholders and the Minority Shareholder) were to exercise the right of withdrawal to which they were entitled as a result of the Merger and/or the amendments to the Company's by-laws resolved to reflect in the by-laws of the Company or BidCo (as the case may be) the provisions of the Shareholders' Agreement and offered under option to Shareholders pursuant to Article 2437-quater of the Civil Code; and
(xii) DIVI and the Offeror undertook to enter into, on the completion date of the Delisting, the Shareholders' Agreement.

For further information on the covenants of a shareholders' nature contained in the Framework Agreement, please refer to the essential information published, pursuant to and for the purposes of Article 122 TUF and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, section "Governance – Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.1.

Also on the Announcement Date, the Majority Shareholders, the Offeror and Minority Shareholder entered into the Minority Shareholder Undertaking pursuant to which the Minority Shareholder undertook, inter alia: (i) not to tender to the Offer the Minority Shareholder Shares; and (ii) to adhere to the Shareholders' Agreement on the completion date of the Delisting, thereby being granted with certain governance and exit rights.

For further information on the Minority Shareholder Undertaking and the Shareholders' Agreement, please refer to Section H, Paragraph H.2, of the Offer Document, and to the essential information published, pursuant to and for the purposes of Article 122 TUF and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, section "Governance - Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.2.

In the event of full acceptance of the Offer: (i) the Majority Shareholders will retain ownership of no. 17,870,511 Shares, representing 54% of the Issuer's share capital; (ii) L Catterton will indirectly own no. 11,913,128 Shares, representing 36% of the Issuer's share capital; and (iii) Minority Shareholder will retain ownership of no. 3,309,900 shares, representing 10% of the Issuer's share capital. Therefore, following the Offer, Diego Della Valle will retain control (controllo di diritto) of Tod's, taking into account the shareholding held, directly and indirectly, by the latter in the Issuer's share capital (i.e., Diego Della Valle Shares, DIVI Shares and DDV & C. Shares).

3. REASONS FOR THE OFFER

In the context of a market analysis of the luxury goods sector carried out by the Offeror independently, based on public information and its own industry and business know-how, and on a constant perimeter, the Offeror evaluated Tod's Group in line with the investment targets of L Catterton, aware of the quality and experience of the management structure, the excellence of the production chain - reflected in the great quality of the products - and the international network of the Group's stores. Therefore, L Catterton has positively evaluated the opportunity of acquiring a minority stake in the Issuer which, in the context of the provisions of the Shareholders' Agreement, would allow the Offeror to enjoy certain governance rights to protect its investment (including, the right to appoint a representation on the Board of Directors of Tod's), as well as certain exit rights.

In this context, the Offeror has identified a plan for the Issuer's growth, which includes, among other initiatives, the consolidation of the positioning of the Group's brands through a strengthening of investments in communication, the optimization of existing distribution channels, as well as the further penetration of key markets for the luxury sector including, for example, the United States. In this regard, the Offeror believes that L Catterton may contribute to such growth, taking into account the nature of L Catterton as experienced consumer-focused investor through (i) a team of investment and operating professionals and (ii) a proprietary and dedicated consulting firm that provides services exclusively to L Catterton's portfolio companies. For more information on the strategies of the nine funds managed or advised by L Catterton and the related investment targets, please refer to Section B, Paragraph B.1.7, of the Offer Document.

Although there is no Issuer's business plan shared between the Offeror and the Majority Shareholders as of the Date of the Offer Document, the Majority Shareholders and the Offeror have agreed that the Delisting of the Issuer is a prerequisite to ensure the pursuit of the Issuer's future growth plans and the strengthening of the Issuer, insofar as the Delisting would enable the latter to pursue its objectives in a market environment and legal framework characterized by greater managerial and organizational flexibility, with faster decision-making and execution times, and also benefiting from reduced management and market listing costs.

That being said, The Delisting may be achieved: (i) first of all, if the Offeror and the Persons Acting in Concert come to hold, as a result of acceptances to the Offer during the Acceptance Period (as potentially extended pursuant to the applicable laws and/or during the potential Reopening of Terms) and any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or the Persons Acting in Concert in accordance with the applicable laws, an aggregate stake in the Issuer of more than 90% of the Issuer's share capital; or, if the Delisting is not achieved following the Offer as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA or the Joint Procedure, (ii) by means of the Merger in accordance with the undertakings already assumed by the Offeror and the Persons Acting in Concert in the Framework Agreement and the Minority Shareholder Undertaking, subject to the approval of the Merger by the competent corporate bodies of the Issuer.

It should be noted that, during the period between 12 February 2024 and the Date of the Offer Document, L Catterton executed Shares purchase transactions - communicated by the Offeror to CONSOB and the market pursuant to Article 41, paragraph 2, letter c) of the Issuers' Regulations - such that, as of the Date of the Offer Document, L Catterton owns overall no. 2,657,630 Shares, representing 8.031% of Tod's share capital and 4.603% of the voting rights exercisable at the Issuer's shareholders' meetings. It should be noted that the aforementioned purchase transactions were carried out at a unitary price per Share not exceeding the Consideration.

It should be noted that, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, the Offeror and Minority Shareholder undertook to vote in favor of the Merger. It should be noted that, following settlement of the Offer, the aggregate shareholding held by the Majority Shareholders, Minority Shareholder and the Offeror will be such as to ensure that they will be able to cast a sufficient number of votes in the extraordinary shareholders' meeting of the Issuer to approve the Merger (given that the necessary deliberative quorum, on a single call, is equal to 2/3 of the voting capital represented at that meeting).

Therefore, the holders of Shares of the Issuer who do not tender their Offer Shares held by the latter or who do not exercise their right of withdrawal to which they would be entitled pursuant to the applicable law would become, as a result of the Merger, holders of financial instruments not listed on any regulated market, with the consequent difficulty of liquidating their investment in the future. The liquidation value of the Shares to be paid to the shareholders in light of the exercise of the withdrawal right will be equal to the arithmetic mean of the closing prices of the Shares recorded on Euronext Milan during the 6 months preceding the date of publication of the notice of call of the shareholders' meeting of the Issuer called to approve the Merger.

That being said, through the Offer, the Offeror intends to give the Issuer's Shareholders holding the Offer Shares the opportunity to liquidate their investment in Tod's prior to the Delisting, on more favorable terms than those offered by the market on the Announcement Date; in fact, the Consideration incorporates a premium equal to 31.25% compared with the weighted arithmetic average of the official prices recorded by the Shares in the month prior the Reference Date (included) (for more information regarding the premium on the other reference periods, please refer to Section E, Paragraph E.1.2, of the Offer Document).

For more information on the Delisting, please refer to Section A, Paragraphs A.6, A.9 and A.10, and Section G, Paragraphs G.2 and G.3 of the Offer Document.

4. CONSIDERATION OF THE OFFER AND MAXIMUM DISBURSEMENT

The Offeror will pay to each Adherent a cash consideration, per each Share tendered, of Euro 43.00 (fortythree/00) (cum dividend) (the "Consideration").

The Consideration incorporates:

(i) a premium equal to 17.59% over the official price of Tod's shares as of February 9, 2024 (the last Trading Day prior to the Announcement Date) (the "Reference Date"); and
(ii) a premium of 20.58%, 27.35%, 31.04%, and 31.25% over the weighted arithmetic average of the official prices recorded by the Shares in the 12, 6, and 3 months and 1 month, respectively, preceding the Reference Date (included).

The overall maximum countervalue of the Offer, calculated on the basis of the Consideration and the maximum number of the Offer Shares, will be Euro 397,986,414 ("Maximum Disbursement").

Please refer to Section E of the Offer Document for more information on how the Consideration was determined.

5. TABLE OF MAJOR EVENTS RELATED TO THE OFFER

The table below shows, in summarised form and in chronological order, the relevant dates of the Offer for Adherents, starting from the Announcement Date (i.e., February 10, 2024):

Date	Event	Manner of market disclosure and law references
10 February 2024	Execution of the Framework Agreement and Minority Shareholder Undertaking Disclosure of the Offer to the market by the Offeror by means of the publication of the Offeror's Communication	Offeror's Communication pursuant to Article 102, paragraph 1, of the CFA and Article 37 of the Issuers' Regulations
28 February 2024	Submission of the authorization requests to the competent antitrust authorities in Germany and Austria.
29 February 2024	Submission of the Offer Document to CONSOB
21 March 2024	Approval of the Offer Document by CONSOB	--
22 March 2024	Approval of the Issuer's Communication by Tod's board of directors	--
22 March 2024	Publication of the Offer Document and Issuer's Communication (including the Independent Directors' Opinion)	Communication pursuant to Article 38, Paragraph 2, of the Issuers' Regulations Dissemination of the Offer Document
		pursuant to Articles 36, Paragraph 3, and 38, Paragraph 2, of the Issuers' Regulations
25 March 2024	Start of the Acceptance Period to the Offer	--
By 3 April 2024	Adherence of DDV & C. to the Offer with the DDV Shares Tendered to the Offer	--
8 May 2024	End of the Acceptance Period	--
(without prejudice to any extension of the Acceptance Period pursuant to the applicable laws)
By the evening of the last day of the Acceptance Period and, in any event, by 7:29 a.m. on the first Trading Day following the end of the Acceptance Period (i.e., by 8 May 2024 or, in any event, by 7:29 a.m. on 9 May 2024, without prejudice to any extension of the Acceptance Period pursuant to the applicable laws)	Announcement (i) of the provisional results of the Offer; (ii) of the fulfillment/non-fulfillment or the waiver of the Conditions of the Offer; (iii) of the possible existence of the prerequisites for the Reopening of the Terms; (iv) of the possible existence of the prerequisites for the Purchase Obligation, pursuant to Article 108, paragraph 2, of CFA or the existence of the prerequisites for the Purchase Obligation pursuant to Article 108, paragraph 1, of CFA and the Right to Purchase, as well as (v) the procedures and the timing of the possible Delisting	Press release to the market

Date	Event	Manner of market disclosure and law references
By 7:29 a.m. on the Trading Day prior to the Payment Date of the Consideration for the Shares tendered, i.e. (without prejudice to any extension of the Acceptance Period pursuant to the applicable laws), by 14 May 2024	Communication of the final results of the Offer and confirmation (i) of the fulfillment/non-fulfillment or the waiver of the Conditions of the Offer; (ii) of the possible existence of the prerequisites for the Reopening of the Terms; (iii) of the possible existence of the prerequisites for the Purchase Obligation, pursuant to Article 108, paragraph 2, of CFA or the existence of the prerequisites for the Purchase Obligation pursuant to Article 108, paragraph 1, of CFA and the Right to Purchase, as well as (iv) the procedures and the timing of the possible Delisting	Communication pursuant to Article 41, Paragraph 6, of the Issuers' Regulations
The fifth Trading Day following the end of the Acceptance Period, i.e. 15 May 2024 (without prejudice to any extension of the Acceptance Period pursuant to the applicable laws)	Payment of the Consideration for the Shares tendered to the Offer during the Acceptance Period	--
16 May 2024 (without prejudice to any extension of the Acceptance Period pursuant to the applicable laws)	Start of potential Reopening of Terms	--
22 May 2024	End of the potential Reopening of Terms	--
(without prejudice to any extension of the Acceptance Period pursuant to the applicable laws)
By the evening of the last day of the Reopening of Terms or, in any event, by 7:29 a.m. on the first Trading Day following the end of the Reopening Period (i.e., by 22 May 2024 or, in any event, by 7:29 a.m. on 23 May 2024, without prejudice to any extension of the Acceptance Period pursuant to the applicable laws)	Communication (i) of the provisional results of the Offer, following the Reopening of the Terms, if applicable; (ii) of the possible existence of the prerequisites for the Purchase Obligation, pursuant to Article 108, paragraph 2, of CFA or the existence of the prerequisites for the Purchase Obligation pursuant to Article 108, paragraph 1, of CFA and the Right to Purchase, as well as (iii) the procedures and the timing of the possible Delisting	Press release to the market
By 7:29 a.m. of the Trading Day preceding the Date of Payment upon Reopening of the Terms of the Offer, i.e. by 28 May 2024, without prejudice to any extension of the Acceptance Period pursuant to the applicable laws	Communication of the final overall results of the Offer following the Reopening of the Terms, if any and confirmation (i) of the possible existence of the prerequisites for the Purchase Obligation, pursuant to Article 108, paragraph 2, of CFA or the existence of the prerequisites for the Purchase Obligation pursuant to Article 108, paragraph 1, of CFA and the Right to Purchase, as well as (ii) the procedures and the timing of the possible Delisting	Communication of the Offeror pursuant to Article 41, paragraph 6, of the Issuers' Regulations

Date	Event	Manner of market disclosure and law references
The fifth Trading Day following the end of the Reopening of Terms, i.e. 29 May 2024 (unless the Acceptance Period is extended in accordance with applicable law)	Payment of the Consideration for the Shares tendered during the Reopening of the Terms, if any	--
As from the fulfilment of legal requirements	If the conditions for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, are met, publication of a notice containing the information necessary for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, as well as the relevant indication on the manner and timing of the Delisting	Communication pursuant to Article 50- quinquies of the Issuers' Regulations
As from the fulfilment of legal requirements	In the event that the conditions for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA, and for the Right to Purchase are met, publication of a notice containing the information necessary to fulfil the obligations relating to the Right to Purchase and, at the same time, the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA, giving effect to the Joint Procedure, as well as the relevant indication on the manner and timing of the Delisting	Communication pursuant to Article 50- quinquies of the Issuers' Regulations

*** * ***

All communications referred to in the above table, unless otherwise specified, shall be deemed to be disseminated in the manner set forth in Article 36, Paragraph 3, of the Issuers' Regulations. Press releases and notices relating to the Offer will be published without delay on the Issuer's website at www.todsgroup.com, section "L Catterton Offer" and the Global Information Agent's website at www.georgeson.com/it.

A. NOTES (AVVERTENZE)

A.1 CONDITIONS TO THE OFFER

The effectiveness of the Offer is subject to the fulfilment of each of the following conditions to the Offer (the "Conditions to the Offer"):

(i) the circumstance that, by the second Trading Day prior to the Payment Date: (a) events or situations not known on the Announcement Date to the Offeror and/or the market, resulting in significant changes in the political, financial, economic, currency or market situation, whether national or international, that would have a material adverse effect on the Offeror, the Offer, and/or the capital and/or financial conditions of the Group compared to those resulting from the Group's Half-Year Financial Report 2023; and/or (b) events or situations concerning the Issuer and/or the Group not known to the Offeror and/or the market as at the Date of the Offer Document, which cause, or could reasonably be expected to cause, material adverse effects on the capital and/or financial conditions of the Group compared to those resulting from the Group Half-Year Financial Report 2023, have not occurred (the "MAC/MAE Condition").

It is understood that the MAC/MAE Condition also specifically includes any of the events or situations listed in letters (a) and (b) above that may occur as a result of, or in connection with, the Russia-Ukraine political-military crisis, the Arab-Israeli conflict in the Middle East or other international tensions (including the China-U.S. political-military tensions) that, although they are events in the public domain on the Announcement Date, may result in detrimental effects, on the terms stated above, that are new and not anticipated or foreseeable.

(ii) the obtainment, by the 2nd (second) Trading Day prior to the Payment Date, of any authorization, approval or clearance that may be required by any competent authority (even foreign authorities) under the applicable laws for the completion of the Offer, without the imposition of any conditions, constraints or other corrective measures and/or remedies (the "Authorizations Condition"); and
(iii) the circumstance that except as required by the applicable law, the provisions of any binding agreement entered into prior to the date hereof – the Group is properly managed in a diligent manner and in accordance with criteria of ordinary and prudent management, without initiating or taking or undertaking to take any action or initiative which exceeds the limits day-to-day management activity (including, without limitation, material change in the nature of the Group's business, acquisitions, partnerships, joint ventures disposals or other forms of disposition of assets of the Group, divestments or other transactions that may modify or alter the Group's perimeter, repurchase or redemption of shares or other equity interests of the Group's companies as well as any securities convertible into or exchangeable with such shares or equity interests except in accordance with employees plan or authorisations to carry out shares buy-back approved by the Issuer's shareholders meeting existing as at the Announcement Date) or that may in any way conflict with or materially and adversely affect the objectives of the Offer (including if approved by the Issuer's or any of its subsidiary's shareholders' meeting) (the "Management Condition").

The Offeror reserves the right to waive, or modify, in whole or in part, any or all of the Conditions to the Offer at its discretion (and, in respect of the Authorizations Condition, to the extent permitted by the applicable law and with prior written consent of the Majority Shareholders in the event that the grant of any authorization(s) would involve the imposition upon the Company or its subsidiaries of conditions constraints or other corrective measures and/or remedies which may reasonably be expected to have a significant impact on the business of the Group or DIVI and it being understood that the Authorizations Condition shall be deemed to be satisfied in the event that the grant of the authorization(s), if any, provides for the imposition upon the Offeror or LC Fund of conditions, constraints or other remedies that cannot reasonably be expected to have a significant impact on the business of the Offeror's or LC Fund's direct shareholders and their respective subsidiaries), in accordance with the provisions of Article 43 of the Issuers' Regulations, giving notice thereof pursuant to Article 36 of the Issuers' Regulations.

Pursuant to Article 36 of the Issuers' Regulations, the Offeror will give notice of the fulfillment or nonfulfillment of the Conditions to the Offer and, if the Conditions to the Offer, if any, are not fulfilled, of any waiver to one or more of such Conditions to the Offer, no later than 7:29 a.m. on the trading day preceding the Payment Date.

For information on the modalities and terms established for acceptance of the Offer and for the return of the Offer Shares in the event of ineffectiveness of the Offer, please refer to Section F, Paragraphs F.1 and F.8, of the Offer Document.

A.2 APPROVAL OF THE ISSUER'S FINANCIAL REPORTS AND INTERIM REPORTS

On 13 March 2023, the Issuer's board of directors approved: (i) Tod's individual financial statements as of 31 December 2022; and (ii) Tod's Group consolidated financial statements as of 31 December 2022. On 19 April 2023, the ordinary shareholders' meeting approved Tod's individual financial statements as of 31 December 2022 (together with the consolidated financial statements of the Tod's Group as of 31 December 2022, the "2022 Annual Financial Report").

On 6 September 2023, the Issuer's board of directors approved Tod's Group consolidated half-year financial report as of 30 June 2023 (the "Half-Year Financial Report 2023").

The 2022 Annual Financial Report and the Half-Year Financial Report 2023 are available to the public on the Issuer's website at www.todsgroup.com, "Investor relations - Financial Documents" section.

On 24 January 2024, the board of directors of the Issuer approved the preliminary sales figures as of 31 December 2023.

On 6 March 2024, the Issuer's board of directors resolved to convene the 2024 Shareholders' Meeting to resolve upon, inter alia, the approval of Tod's financial statements as of 31 December 2023, at the Issuer's registered office, on 24 April 2024, on first call, and on 24 May 2024, on second call.

On 12 March 2024, the board of directors of the Issuer approved the draft financial statements of the Issuer and the consolidated financial statements of the Group as of 31 December 2023 ("2023 Annual Financial Report") and published the press release on the results as of 31 December 2023 available on the Issuer's website at www.todsgroup.com, section "Financial Releases".

It should also be noted that, according to the Issuer's financial calendar, published on the Issuer's website at www.todsgroup.com, section "Investor relations - Financial calendar" (as amended on 12 March 2024), the Issuer's board of directors will resolve upon: (i) on 15 May 2024, the approval of the preliminary sales data relating to the first quarter of 2024; (ii) on 25 July 2024, the approval of the preliminary sales data relating to the first half of 2024; and (ii) on 4 September 2024, the approval of the consolidated half-year financial report of Tod's Group as of 30 June 2024.

For further information on the recent performance of the Issuer and the Group, please refer to Section B, Paragraph B.2.7, of the Offer Document.

A.3 INFORMATION ON THE FINANCING OF THE OFFER

To fully cover the financial needs resulting from the payment obligations of the Consideration related to the Offer, calculated on the assumption of full acceptance of the Offer by all the holders of the Offer Shares and, therefore, equal to the Maximum Disbursement, the Offeror will resort to its own equity resources. In particular, the Offeror will avail itself of its own equity resources, deriving from capital contributions in favor of, and/or capital increases of, the Offeror to be made by its sole shareholder, which, in turn, will avail itself of financial resources made available through, or otherwise supported by, capital contributions from its investors. More specifically, it should be noted that such equity resources will be contributed through LC Fund either by L Catterton or by other funds managed or advised by affiliates of L Catterton Management which, prior to the Payment Date, may invest in LC Fund by subscribing limited partnership interests in LC Fund, it being understood that, even as a result of such investments, L Catterton will retain the majority of limited partnership interests of LC Fund. As of the Date of the Offer Document, L Catterton has capital commitments of approximately USD 5,000,608,850 from its investors.

In addition, to guarantee the fulfilment of the obligation to pay the Maximum Disbursement, on 20 March 2024 the Guarantor of Exact Fulfilment issued in favor of the Offeror the guarantee of exact fulfillment pursuant to Art. 37-bis of the Issuer's Regulations, whereby the Guarantor of Exact Fulfilment has undertaken - irrevocably, unconditionally, as a guarantee of the exact fulfilment of the payment obligations of the Consideration related to the Offer - to make available to the Intermediary In Charge of Coordinating the Collection of Acceptances (upon the latter's simple written request) all amounts due by the Offeror as Consideration for the Offer Shares tendered to the Offer (also during the potential Reopening of Terms) up to a maximum amount equal to the Maximum Disbursement.

For information on the Guarantee of Exact Fulfilment, please see Section G, Paragraph G.1.2, of the Offer Document.

A.4 ISSUER'S RELATED PARTIES

It should be noted that – pursuant to the applicable law and the Related Parties Regulations – neither the Offeror, nor the respective relevant shareholders or members of the management body are related parties of the Issuer.

As to the Persons Acting in Concert, the following are to be considered related parties of the Issuer, pursuant to the Related Parties Regulations: (i) Diego Della Valle, chairman of the board of directors and chief executive officer of the Issuer, as well as ultimately controlling of the Issuer; (ii) Andrea Della Valle, vice-chairman of the board of directors of the Issuer and chief executive officer of the Issuer and who indirectly holds (through ADV Family Holding) a 43.60% stake in DIVI; and (iii) DIVI, which directly controls the Issuer and of which Diego Della Valle is sole director.

For further information on the Offeror and its corporate structure, please refer to Section B, Paragraph B.1.5, of the Offer Document.

A.5 REASONS FOR THE OFFER AND FUTURE PROGRAMS OF THE OFFEROR RELATING TO THE ISSUER

Specifically, the funds managed or advised by L Catterton Management or its affiliates raise capital generally from qualified investors, including institutional investors and high-net-worth individuals. Below is an indication of the investment strategies of the nine funds managed or advised by L Catterton Management or its affiliates and the related investment targets:

(i) Flagship buyout (through L Catterton): investments of between USD 250-500 million in scaled consumer companies globally;
(ii) Growth: investments between USD 10-125 million in both North America and European companies in the early or advanced growth stage;
(iii) Latin America: investments in the amount of between USD 40-75 million in growth companies in Latin America;
(iv) Europe: investments of between EUR 30-80 million in growth companies in Western Europe;
(v) Asia: investments in the amount between USD 25-150 million in growth companies in Asia;
(vi) Renminbi (RMB): investments in the amount between yen 30-100 million in Chinese companies with high growth;
(vii) Impact investing: investments in the amount between USD 10-40 million in companies in the early and advanced stages of growth active in the consumer goods sector and oriented to also generate social and environmental impacts (so-called impact investing);
(viii) Private credit: investments made primarily in the senior secured debt capital of private equity-backed companies;
(ix) Real estate: investments in global mixed-use projects anchored by luxury retail activities.

It should also be noted that, as of the Date of the Offer Document, no collaborations and/or commercial agreements of the Tod's Group with affiliates of Minority Shareholder are envisaged, even as a result of the Offer, other than the commercial agreements already in place as of the Date of the Offer Document (relating to (i) a sublease of two premises between Tod's Group and affiliates of Minority Shareholder, (ii) Tod's Group's presence in certain sales containers (both offline and online) of affiliates of Minority Shareholder, both in concessions and wholesale; and (iii) participation in a nonprofit organization).

That being said, the Delisting may be achieved: (i) first of all, if the Offeror and the Persons Acting in Concert come to hold, as a result of acceptances to the Offer during the Acceptance Period (as potentially extended pursuant to the applicable laws) and/or during the potential Reopening of Terms and any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or the Persons Acting in Concert in accordance with the applicable laws, an aggregate stake in the Issuer of more than 90% of the Issuer's share capital; or, if the Delisting is not achieved following the Offer as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA or the Joint Procedure, (ii) by means of the Merger in accordance with the undertakings already assumed by the Offeror and the Persons Acting in Concert in the Framework Agreement and the Minority Shareholder Undertaking, subject to the approval of the Merger by the competent corporate bodies of the Issuer.

In light of the above, the Majority Shareholders and the Offeror have agreed that, should the Delisting not be achieved at the end and as a result of the Offer, including any potential extension pursuant to applicable laws or the Reopening of the Terms, the Delisting will be pursued by means of the Merger, subject to the approval of the competent corporate bodies, with the consequence that the holders of shares of the Issuer who do not tender their Offer Shares or who do not exercise their right of withdrawal to which they would be entitled pursuant to the applicable law would become, as a result of the Merger, holders of financial instruments not listed on any regulated market, with the consequent difficulty of liquidating their investment in the future and, moreover, they will not be party to the Shareholder' Agreement (and, therefore, they will not be granted any rights provided for therein). It should be noted that, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, the Offeror and Minority Shareholder undertook to vote in favor of the Merger. It should be noted that, following settlement of the Offer, the aggregate shareholding held by the Majority Shareholders, Minority Shareholder and the Offeror will be such as to ensure that they will be able to cast a sufficient number of votes in the extraordinary shareholders' meeting of the Issuer to approve the Merger (given that the necessary deliberative quorum, on a single call, is equal to 2/3 of the voting capital represented at that meeting).

The liquidation value of the Shares to be paid to the shareholders in light of the exercise of the withdrawal right potentially exercised following the approval of the Merger by the Issuer's shareholders' meeting will be equal to the arithmetic mean of the closing prices of the Shares recorded on Euronext Milan during the 6 months preceding the date of publication of the notice of call of the shareholders' meeting of the Issuer called to approve the Merger.

That being said, through the Offer, the Offeror intended to give the Issuer's Shareholders holding the Offer Shares the opportunity to liquidate their investment in Tod's prior to the Delisting, on more favorable terms than those offered by the market on the Announcement Date; indeed, the Consideration incorporates a premium equal to 31.25% compared with the weighted arithmetic average of the official prices recorded by the Shares in the month prior the Reference Date (included) (for more information regarding the premium on the other reference periods, please refer to Section E, Paragraph E.1.2, of the Offer Document).

For information regarding the reasons for the Offer and the Offeror's future programs for the Issuer, see Section G, Paragraph G.2, of the Offer Document.

A.6 MERGER AND REVERSE MERGER

A.6.1 Merger

As indicated in previous Section A.5, in the event that the requirements for the Delisting do not occur as a result of the Acceptance Period (including any potential extension of the Acceptance Period or any Reopening of Terms) and, therefore, the Issuer remains listed on Euronext Milan, the Delisting will be achieved through the execution of the Merger.

It should be noted that, in such scenario, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, Minority Shareholder and the Offeror undertook, where the conditions for the Delisting not occur as a result of the Acceptance Period (including any extension of the Acceptance Period or any Reopening of the Terms), to exercise their rights as shareholders of the Issuer (including by voting in favor of the related resolution in the shareholders' meeting of the Issuer) and to use their reasonable commercial best efforts to carry out the Merger as well as to use their reasonable commercial best efforts so that - subject to the approval by the Issuer's board of directors of the documentation related to the Merger, the Issuer's extraordinary shareholders' meeting will be called to resolve upon the Merger by (x) 30 June 2024, in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends within 31 May 2024; or (y) the date to be agreed by the Majority Shareholders and the Offeror (and, in any case, within 18 months from the end of the Acceptance Period), in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends after 31 May 2024.

Therefore, since the Acceptance Period will end on 8 May 2024 (and, thus, within 31 May 2024), without prejudice to any extensions pursuant to the applicable laws, it is envisaged that, if the Issuer's board of directors approves the documentation related to the Merger, the Issuer's extraordinary shareholders' meeting to resolve upon the Merger is convened by 30 June 2024.

As mentioned above, also pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, the Offeror and Minority Shareholder undertook to vote in favor of the Merger at the shareholder' meeting of the Issuer. It should be noted that, following settlement of the Offer, the aggregate shareholding held by the Majority Shareholders, Minority Shareholder and the Offeror will be such as to ensure that they will be able to cast a sufficient number of votes in the extraordinary shareholders' meeting of the Issuer to approve the Merger (given that the necessary deliberative quorum, on a single call, is equal to 2/3 of the voting capital represented at that meeting which must be at least 1/5 of the Issuer's share capital).

It is hereby represented that:

(i) the Issuer's Shareholders who did not vote in favor of the resolution approving the Merger would be entitled to exercise the right of withdrawal pursuant to Article 2437-quinquies of the Italian Civil Code, since – as a result of the Merger exchange ratio – they would receive shareholdings of the incorporating company not listed on any regulated market;
(ii) the liquidation value of the Shares for which the withdrawal right will be exercised would be determined pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, by reference to the arithmetic average of the closing prices of the shares in the 6 (six) months preceding the publication of the notice of call of the shareholders' meeting convened to resolve upon the approval of the Merger;
(iii) the liquidation value of the Shares, as determined above, could differ, even significantly, from the Consideration; and
(iv) the Issuer's shareholders who decide not to exercise the right of withdrawal would be holders of financial instruments that are not listed on any market, which would make it difficult for them to liquidate their investment.

It should also be noted that, pursuant to the Related Parties Regulation and the Related Party Procedure, the Merger would qualify as a related party transaction and would therefore be subject to the regulations under the Related Parties Regulation and the Related Party Procedure.

It should also be noted that, should the requirements for the Delisting not occur at the end of the Acceptance Period (including any potential extension of the Acceptance Period or any potential Reopening of the Terms), as a result of the Offer there may be, however, a shortage of free float such as not to ensure the regular trading of the Shares and Borsa Italiana may order the suspension from trading of the Issuer's Shares and/or the Delisting pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations; in such a case, the Offeror declares its intention not to restore a free float sufficient to ensure the regular trading of the Shares.

It should be finally noted that, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, BidCo undertook to cause LC Fund to purchase all of the Shares or, in case of completion of the Merger, all BidCo shares – with respect to which the Shareholders (other than the Majority Shareholders and Minority Shareholder) were to exercise the right of withdrawal to which they were entitled as a result of the Merger and offered under option to Shareholders pursuant to Article 2437-quater of the Civil Code.

For information on the Merger, please refer to Section G, Paragraph G.2.3.1, of the Offer Document.

A.6.2 Reverse Merger following the Delisting

Should the Offeror (jointly with the Persons Acting in Concert) come to hold - as a result of acceptances to the Offer (during the Acceptance Period as potentially extended pursuant to the applicable laws and/or during the potential Reopening of the Terms) as well as any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or the Persons Acting in Concert, in accordance with the applicable laws - a stake of more than 90% of the Issuer's capital (and, therefore, the Delisting may be achieved as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA or the Joint Procedure) and/or in any other case in which the Delisting is achieved without the execution of the Merger, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, Minority Shareholder and the Offeror undertook to exercise, upon BidCo's request, their rights as Issuer's Shareholders (including, voting in favor of the relevant resolution at the Issuer's shareholders' meeting) and use their reasonable commercial best effort to carry out the reverse merger by incorporation of BidCo into the Issuer (the "Reverse Merger"), within the timeframe to be agreed upon by the Majority Shareholders and the Offeror.

In this case, it is hereby represented that:

(i) those Issuer's Shareholders who (a) remained Issuer's Shareholders following the Delisting (as they did not tender their Offer Shares to the Offer and the Offeror did not achieve - together with the Persons Acting in Concert - a shareholding of at least 95% of the Issuer's share capital such that it could exercise the Right to Purchase); and (b) did not concur in the resolution approving the Reverse Merger and the subsequent amendments to the Company's by-laws resolved to reflect in the Company's by-laws the contents of the Shareholders' Agreement, they would be entitled to exercise the withdrawal right pursuant to Article 2437, paragraph 1, lett. (g) of the Civil Code;
(ii) the liquidation value of the Shares subject to the right of withdrawal would be determined in accordance with Article 2437-ter, paragraph 2, of the Civil Code, taking into account the Issuer's assets and income prospects, as well as the market value of the Shares, if any; and
(iii) the liquidation value of the Shares, as determined above, could differ, even significantly, from the Consideration (as the same could also be lower than the Consideration).

For information on the Reverse Merger, please refer to Section G, Paragraph G.2.3.2, of the Offer Document.

A.7 APPLICATION OF ARTICLES 39-BIS (OPINION OF INDEPENDENT DIRECTORS) AND 40-BIS (REOPENING OF TERMS) OF THE ISSUERS' REGULATIONS

Since the Offer is promoted by a person acting in concert with other persons (i.e., the Majority Shareholders) which own an overall stake in share capital of the Issuer exceeding the threshold of 30% provided for under article 106, paragraph 1, of CFA, articles 39-bis (Opinion of the independent directors) and 40-bis (Reopening of the terms of the offer) of the Issuers' Regulations apply to the Offer and, therefore:

(i) prior to the approval by the board of directors of Tod's of the Issuer's Communication pursuant to article 103, paragraph 3, of CFA and article 39 of the Issuer's Regulation, the independent directors of the Issuer, who are not related parties of the Offeror, prepared the Opinion of the Independent Directors, i.e. a reasoned opinion containing the assessments on the Offer and the fairness of the Consideration. For this purpose, the independent directors of Tod's have availed themselves of Goldman Sachs Bank Europe SE, Succursale Italiana, as their independent expert. The Opinion of the Independent Directors is attached to the Issuer's Communication, which is attached to the Offer Document under Appendix M.1; and
(ii) by the Trading Day following the Payment Date, the Acceptance Period will be reopened for 5 (five) Trading Days upon the occurrence of the circumstances referred to in article 40-bis, paragraph 1, letter b), of the Issuers' Regulations and, in particular, pursuant to article 40-bis, paragraph 1, letter b), no. 2, of the Issuers' Regulations if the Offeror has acquired, during the Acceptance Period, at least half of the Offer Shares (the "Reopening of Terms").

However, pursuant to Article 40-bis, paragraph 3, of the Issuer's Regulations, the Reopening of Terms will not take place:

(i) in the event that, at least 5 (five) Trading Days prior to the closing of the Acceptance Period, the Offeror announces that it has acquired at least half of the Offer Shares;

(ii) in the event that, at the end of the Acceptance Period, the Offeror (jointly with the Persons Acting in Concert) comes to hold a stake such as to trigger the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (i.e. more than 90% of the Issuer's share capital), the Offeror having declared its intention not to restore the free float, or the Right to Purchase pursuant to Article 111 of CFA and the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA (i.e. at least 95% of the Issuer's share capital); or
(iii) the Shares are subject to one or more competing offers.

For information on the Reopening of the Terms, please refer to Section F, Paragraph F.1.1, of the Offer Document.

A.8 COMMUNICATION AND AUTHORISATIONS FOR THE CONDUCT OF THE OFFER

It should be noted that the Offer is subject inter alia, to the fulfilment of the Authorizations Condition. In this respect, the following should be noted.

On 28 February 2024, the Offeror filed - pursuant to the applicable local laws - applications for antitrust authorizations with the Federal Competition Authority of Germany (Bundeskartellamt) and with the Federal Competition Authority of Austria (Bundeswettbewerbsbehörde).

On 12 March 2024, the Federal Competition Authority of Germany (Bundeskartellamt) issued the clearance pursuant to the applicable local laws.

Based on the information available to it, the Offeror has not identified any additional prior antitrust or other authorities approvals under applicable foreign direct investment regulations necessary for the completion of the Offer.

A.9 DECLARATION BY THE OFFEROR CONCERNING THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 2, OF THE CFA AND THE RIGHT TO RESTORE THE FREE FLOAT PURSUANT TO ARTICLE 108 OF THE CFA

In the event that the Offeror (together with the Persons Acting in Concert) comes to hold - as a result of the acceptances to the Offer (during the Acceptance Period as potentially extended and/or reopened as a result of the Reopening of the Terms pursuant to the applicable laws) and of any purchases made outside of the Offer, directly or indirectly, by the Offeror and/or the Persons Acting in Concert in accordance with the applicable law – an overall aggregate stake of more than 90%, but less than 95% of the Issuer's share capital, the Offeror hereby declares that it will not re-establish a free float sufficient to ensure the regular course of trading of the Shares.

For the purpose of calculating the threshold under Article 108, paragraph 2, of the CFA, any Shares held by the Issuer will be counted in the overall stake held by the Offeror and the Persons Acting in Concert (numerator) without being deducted from the Issuer's share capital (denominator).

Consequently, upon the occurrence of the aforementioned circumstance, the Offeror will proceed, pursuant to Article 108, paragraph 2, of the CFA, to purchase the remaining Offer Shares from each requesting Shareholder in accordance with the abovementioned article (the "Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA").

The Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA will be fulfilled by the Offeror for a consideration per Share to be determined pursuant to Article 108, paragraphs 3 or 4, of the CFA.

The Offeror will indicate in the press release relating to the final results of the Offer (the "Press Release on the Results of the Offer") – which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuer's Regulation – whether the conditions for the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA have been fulfilled. In such a case, the Press Release on the Results of the Offer will contain information on: (i) the number of Shares subject to the Offer remaining (both in terms of number of shares and in percentage value compared to the entire share capital of the Issuer); (ii) the modalities and terms under which the Offeror will fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA; and (iii) the modalities and timing of the Delisting.

It should be noted that, following the occurrence of the requirements of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, Borsa Italiana – under article 2.5.1, paragraph 6, of the Stock Exchange Regulations – will order the delisting of the Shares from the listing and trading on Euronext Milan starting from the first Trading Day following the date of payment of the consideration paid by the Offeror to fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, without prejudice to Section A.10 below.

Therefore, following the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA, the Shares will be delisted from the listing and trading on Euronext Milan and the shareholders of the Issuer who have decided not to tender their Shares and who have not requested the Offeror to purchase them under Article 108, paragraph 2, of the CFA, will be holders of financial instruments not traded on any regulated market, with consequent difficulties to liquidate their investment in the future.

A.10 DECLARATION BY THE OFFEROR TO AVAIL ITSELF OF THE RIGHT TO PURCHASE SET FORTH IN ARTICLE 111 OF THE CFA AND DECLARATIONS CONCERNING THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 1, OF THE CFA

In the event that the Offeror (jointly with the Persons Acting in Concert) comes to hold - as a result of the acceptances to the Offer and of any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or the Persons Acting in Concert pursuant to the applicable laws, during the Acceptance Period as potentially extended pursuant to the applicable laws and/or during the potential Reopening of Terms, as well as during the procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA - an aggregate stake at least equal to 95% of the Issuer's share capital, the Offeror hereby declares that it will exercise the right to purchase the remaining Shares under article 111 of the CFA (the "Right to Purchase").

For the purpose of calculating the threshold under Articles 108(1) and 111 of the CFA, any Shares held by the Issuer will be counted in the overall stake held by the Offeror and the Persons Acting in Concert (numerator) without being deducted from the share capital of the Issuer (denominator).

The Offeror, if the conditions are met, by exercising the Right to Purchase, will also fulfil the purchase obligation pursuant to Article 108, paragraph 1, of the CFA vis-à-vis the Issuer's Shareholders having requested it (the "Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA"), thus carrying out a single procedure to be agreed upon with CONSOB and Borsa Italiana pursuant to the Issuers' Regulations (the "Joint Procedure").

The Right to Purchase will be exercised in accordance with the terms and procedures to be agreed with Borsa Italiana and CONSOB as soon as possible, by depositing the total countervalue of the purchase price for the remaining Offer Shares.

The consideration due for the Offer Shares acquired through the exercise of the Right to Purchase and the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA will be determined pursuant to Article 108, paragraphs 3 and 4, of the CFA, as recalled by Article 111, paragraph 2, of the CFA.

The Offeror will disclose, in a specific section of the Press Release on the Results of the Offer, the occurrence or non-occurrence of the conditions for the exercise of the Right to Purchase. If so, information will also be provided on: (i) the number of Shares subject to the Offer remaining (both in terms of number of shares and percentage value compared to the entire share capital); (ii) the modalities and terms under which the Offeror will exercise the Right to Purchase and simultaneously fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA, by implementing the Joint Procedure; and (iii) the modalities and timing of the Delisting.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, in the event of the exercise of the Right to Purchase, Borsa Italiana shall order the suspension from listing and trading of the Shares and/or the Delisting, taking into account the timing for the exercise of the Right to Purchase.

A.11 POTENTIAL SHORTAGE OF FREE FLOAT

At the end of the Offer (including the potential extension of the Acceptance Period in accordance with applicable laws or the potential Reopening of Terms), if the conditions for the Delisting are not met, it cannot be excluded that there may be a shortage of free float such as not to ensure the regular trading of the Shares. In such a case, Borsa Italiana may order the suspension and/or delisting of the Shares pursuant to Article 2.5.1 of the Stock Exchange Regulations; in such a case, the Offeror declares that it will not restore a free float sufficient to ensure regular trading.

In the event of Delisting, it should be noted that the holders of the Offer Shares who did not accept the Offer will be holders of financial instruments not traded on any regulated market, with consequent difficulties in liquidating their investment in the future.

For further information in this respect, please refer to Section G, Paragraph G.3, of the Offer Document.

A.12 POTENTIAL CONFLICTS OF INTEREST

With reference to the relationships between the subjects involved in the Offer, it should be noted that:

(i) as of the Date of the Offer Document, Diego Della Valle (Person Acting in Concert) is the chairman of the board of directors and chief executive officer of the Issuer as well as the person who controls (controllo di diritto) the Issuer, pursuant to Article 93 of the CFA, as owner, directly and indirectly, through DDV & C. and DIVI, of:
- a) no. 252,000 Shares, representing 0.76% of the share capital and 0.87% of the voting rights exercisable in the shareholders' meetings of the Issuer as a result of the Double Voting, directly held by Diego Della Valle (representing Diego Della Valle Shares);
b) no. 4,166,139 Shares, representing 12.59% of the share capital and 14.43% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting, directly held by DDV & C. (representing DDV & C. Shares); and
c) no. 16,643,057 Shares, representing 50.29% of the share capital and 57.65% of the voting rights exercisable at the shareholders' meetings of the Issuer as a result of the Double Voting, directly held by DIVI (representing DIVI Shares);

(ii) as of the Date of the Offer Document, Andrea Della Valle (Person Acting in Concert) is:

a) vice-chairman of the board of directors and chief executive officer of the Issuer;
b) owner:
- 1) directly, of no. 268,716 Shares, representing 0.81% of the share capital and 0.93% of the voting rights exercisable in the shareholders' meetings of the Issuer as a result of the Double Voting;
- 2) indirectly, through ADV Family Holding, of a shareholding representing 43.60% of DIVI's share capital;
- 3) directly, of a shareholding representing 30% of the share capital of DDV & C., holder of 4,166,139 Shares, representing 12.59% of the share capital and 14.43% of the voting rights exercisable in the shareholders' meetings of the Issuer as a result of the Double Voting (representing DDV & C. Shares).

J.P. Morgan acts as sole financial advisor to the Offeror and, therefore, will receive fees in relation to the services provided in relation to the Offer. In addition, J.P. Morgan and its controlling, subsidiary and affiliated companies in the ordinary business activities, have provided, are providing and/or may in the future or on an ongoing basis provide lending, advisory investment banking and corporate finance and/or investment services to the parties directly or indirectly involved in the Offer and/or their respective shareholders and/or their respective participated companies and/or other companies operating in the same business sector or may at any time hold long/short positions and, if permitted by the applicable law, negotiate or otherwise enter into transactions, on their own behalf or on behalf of clients, in equity or debt instruments, loans or other financial instruments (including derivative securities) of the Offeror, the Issuer, the parties directly or indirectly involved in the Offer and/or their respective shareholders and/or their respective participated companies and/or other companies operating in the same business sector.

Intesa Sanpaolo S.p.A. acts as Intermediary in Charge of Coordinating the Collection of Acceptances and, therefore, will receive fees in relation to the services provided in connection with the Offer. In addition, Intesa Sanpaolo S.p.A. and its parent, subsidiary and affiliated companies in the ordinary course of their business, have provided, are providing and/or may provide in the future or on a continuous basis, trading, lending, advisory, investment banking, commercial banking, corporate brokerage, asset management and corporate finance services to the parties directly or indirectly involved in the Offer and/or their shareholders and/or their respective investee companies and/or other companies operating in the same business or may be at any time hold long/short positions and, if permitted by applicable regulations, negotiate or otherwise engage in transactions, on their own behalf or on behalf of clients, in equity or debt instruments, loans or other financial instruments (including derivatives) of the Offeror, the Issuer, the parties directly or indirectly involved in the Offer and/or their respective shareholders and/or their respective investee companies and/or other companies operating in the same business.

A.13 POTENTIAL ALTERNATIVE SCENARIOS FOR THE HOLDERS OF SHARES

For the sake of clarity, the potential scenarios for the current holders of Shares are set out below.

In light of what indicated in this Section A and the structure of the Offer, the Issuer's existing Shareholders, as well as the addressees of the Offer, may:

A.13.1 Tender to the Offer, even during the potential Reopening of Terms

In case of acceptance of the Offer and fulfilment of the Conditions to the Offer (or waiver thereof, as the case may be), the Adherents will receive the Consideration, equal to Euro 43.00 (forty-three/00) (cum dividend) for each Offer Share held by them and tendered to the Offer.

The Consideration will remain unchanged and, therefore, the Offeror will pay to each Adherent during the Reopening of Terms a Consideration in cash equal to Euro 43.00 (forty-three/00) (cum dividend) for each Offer Share, which will be paid on the fifth Trading Day following the end of the period of Reopening of Terms, i.e. on 29 May 2024, without prejudice to any extension of the Acceptance Period.

However, pursuant to Article 40-bis, paragraph 3, of the Issuer's Regulations, the Reopening of Terms will not take place:

(i) in the event that, at least 5 (five) Trading Days prior to the closing of the Acceptance Period, the Offeror announces that it has acquired at least half of the Offer Shares;
(ii) in the event that, at the end of the Acceptance Period, the Offeror (jointly with the Persons Acting in Concert) comes to hold a stake such as to trigger the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (i.e. more than 90% of the Issuer's share capital), the Offeror having declared its intention not to restore the free float, or the Right to Purchase pursuant to Article 111 of CFA and the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA (i.e. at least 95% of the Issuer's share capital); or
(iii) the Shares are subject to one or more competing offers.

The Offer Shares may be tendered to the Offer during the Acceptance Period or during the Reopening of Terms.

For further information, see Paragraph A.7 and Section F, Paragraph F.1.1, of the Offer Document.

A.13.2 Not tender to the Offer, even during the potential Reopening of Terms

In the event of non-adherence to the Offer, even during the potential Reopening of Terms, the following scenarios, which are alternative to each other, will arise for the Issuer's Shareholders:

(i) Achievement by the Offeror and the Persons Acting in Concert of an aggregate stake at least equal to 95% of the Issuer's share capital, as a result both of the acceptances to the Offer and of any purchases made outside of the Offer pursuant to applicable laws, within the end of the Acceptance Period, as potentially extended or reopened following the Reopening of Terms pursuant to the applicable laws, and/or the fulfilment of the Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA

In such a scenario, the Offeror will carry out the Joint Procedure and the Shareholders who did not tender to the Offer will be obliged to transfer the ownership of the Offer Shares held by them in favor of the Offeror and, accordingly, they will receive for each Offer Share held by them a consideration determined pursuant to Article 108, paragraph 3 and 4, of the CFA, as referred to in Article 111, paragraph 2, of the CFA.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, in the event of the exercise of the Right to Purchase, Borsa Italiana will order the suspension from listing and trading and/or the Delisting, taking into account the timeframe provided for the exercise of the Right to Purchase.

(ii) Achievement by the Offeror and the Persons Acting in Concert of an aggregate stake of more than 90% but less than 95% of the Issuer's share capital, as a result of both the acceptances to the Offer (during the Acceptance Period as potentially extended pursuant to the applicable laws and/or during the potential Reopening of Terms) and any purchases made outside of the Offer pursuant to the applicable laws

In such a scenario, the Offeror, not intending to re-establish a free float sufficient to ensure the regular trading of the Shares, will be subject to the Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA. Issuer's Shareholders who did not tender to the Offer will therefore have the right to request the Offeror to purchase their Shares subject to the Offer, pursuant to Article 108, paragraph 2, of the CFA. The Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA, will be fulfilled by the Offeror for a price per Share to be determined pursuant to Article 108, paragraphs 3 or 4, of the CFA.

If the Shareholders not tendering to the Offer did not intend to exercise their right to request the Offeror to purchase their Shares subject to the Offer, following the delisting and delisting of the Shares ordered by Borsa Italiana pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, and without prejudice to the provisions of Paragraph A.13.2(i), they will therefore find themselves holders of financial instruments not listed on any regulated market, with the consequent difficulties in liquidating their investment.

(iii) The Offeror does not achieve a stake of more than 90% of the share capital, shortage of free float following the Offer and Merger

It should be noted that, in such scenario, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, Minority Shareholder and the Offeror undertook, where the conditions for the Delisting not occur as a result of the Acceptance Period (including any Reopening of the Terms), to exercise their rights as shareholders of the Issuer (including by voting in favor of the related resolution in the shareholders' meeting of the Issuer) and to use their reasonable commercial best efforts to carry out the Merger as well as to use their reasonable commercial best efforts so that - subject to the approval by the Issuer's board of directors of the documentation related to the Merger, the Issuer's extraordinary shareholders' meeting will be called to resolve upon the Merger by (x) 30 June 2024, in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends within 31 May 2024; or (y) the date to be agreed by the Majority Shareholders and the Offeror (and, in any case, within 18 months from the end of the Acceptance Period), in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends after 31 May 2024.

It is hereby represented that:

(i) the Issuer's Shareholders who did not vote in favor of the resolution approving the Merger would be entitled to exercise the right of withdrawal pursuant to Article 2437-quinquies of the Italian Civil Code, since – as a result of the Merger exchange ratio – they would receive shareholdings of the incorporating company not listed on any regulated market;
(ii) the liquidation value of the Shares for which the withdrawal right will be exercised would be determined pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, by reference to the arithmetic average of the closing prices of the shares in the 6 (six) months preceding the publication of the notice of call of the shareholders' meeting convened to resolve upon the approval of the Merger;
(iii) the liquidation value of the Shares, as determined above, could differ, even significantly, from the Consideration; and
(iv) the Issuer's shareholders who decide not to exercise the right of withdrawal would be holders of financial instruments that are not listed on any market, which would make it difficult for them to liquidate their investment.

For more information on the Merger, please refer to Section G, Paragraph G.2.3.1, of the Offer Document.

***

The following table summarizes, for illustrative purposes only, the above scenarios.

N.	SCENARIO	IMPACT ON THE ISSUER'S SHAREHOLDERS
1.	Tender to the Offer, even during the potential Reopening of Terms and fulfillment of the Conditions to the Offer (or waiver thereof, as the case may be)	The Adherents will receive the Consideration, equal to Euro 43.00 (forty-three/00) (cum dividend) for each Offer Share held by them and tendered to the Offer. The Consideration will remain unchanged and, therefore, the Offeror

		following the end of the period of Reopening of Terms, i.e. on 29 May 2024, without prejudice to any extension of the Acceptance Period.
		NOT TENDER TO THE OFFER, EVEN DURING THE POTENTIAL REOPENING OF TERMS
2.	Achievement by the Offeror and the Persons Acting in Concert of an aggregate stake at least equal to 95% of the Issuer's share capital, as a result both of the acceptances to the Offer and of any purchases made outside of the Offer pursuant to applicable laws, within the end of the Acceptance Period, as potentially extended or reopened following the Reopening of Terms	The Offeror will carry out the Joint Procedure and the Shareholders who did not tender to the Offer will be obliged to transfer the ownership of the Offer Shares held by them in favor of the Offeror and, accordingly, they will receive for each Offer Share held by them a consideration determined pursuant to Article 108, paragraph 3 and 4, of the CFA, as referred to in Article 111, paragraph 2, of the CFA. Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange
	pursuant to the applicable laws, and/or the fulfilment of the Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA	Regulations, in the event of the exercise of the Right to Purchase, Borsa Italiana will order the suspension from listing and trading and/or the Delisting, taking into account the timeframe provided for the exercise of the Right to Purchase.
3.	Achievement by the Offeror and the Persons Acting in Concert of an aggregate stake of more than 90% but less than 95% of the Issuer's share capital, as a result of both the acceptances to the Offer (during the Acceptance Period as potentially extended pursuant to the applicable laws and/or during the potential Reopening of Terms) and any purchases made outside of the Offer pursuant to the applicable laws	The Offeror, not intending to re-establish a free float sufficient to ensure the regular trading of the Shares, will be subject to the Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA. Issuer's Shareholders who did not tender to the Offer will therefore have the right to request the Offeror to purchase their Shares subject to the Offer, pursuant to Article 108, paragraph 2, of the CFA. The Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA, will be fulfilled by the Offeror for a price per Share to be determined pursuant to Article 108, paragraphs 3 or 4, of the CFA.
		If the Shareholders not tendering to the Offer did not intend to exercise their right to request the Offeror to purchase their Shares subject to the Offer, following the delisting and delisting of the Shares ordered by Borsa Italiana pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, and without prejudice to the provisions of Paragraph A.13.2(i), they will therefore find themselves holders of financial instruments not listed on any regulated market, with the consequent difficulties in liquidating their investment.
4.	The Offeror does not achieve a stake of more than 90% of the share capital, shortage of free float following the Offer and Merger	Achievement of the Delisting by execution of the Merger. It should be noted that, in such scenario, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, Minority Shareholder and the Offeror undertook, where the conditions for the Delisting not occur as a result of the Acceptance Period (including any Reopening of the Terms), to exercise their rights as shareholders of the Issuer (including by voting in favor of the related resolution in the shareholders' meeting of the Issuer) and to use their reasonable commercial best efforts to carry out the Merger as well as to use their reasonable commercial best efforts so that - subject to the approval by the Issuer's board of directors of the documentation related to the Merger. Also pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, the Offeror and Minority Shareholder undertook to vote in favor of the Merger at the

Tod's S.p.A. English courtesy translation of the Offer Document for convenience only

A.14 ISSUER'S COMMUNICATION

The Issuer's Communication which the board of directors of the Issuer is required to disseminate pursuant to the combined provisions of Article 103, paragraph 3, of the CFA and Article 39 of the Issuer's Regulations, containing all useful data for the evaluation of the Offer and its own evaluation of the Offer, is attached to the Offer Document under Appendix M.1, along with the Opinion of the Independent Directors. For the purpose of issuing the Issuer's Communication, the board of directors of the Issuer availed itself of Vitale & Co. S.p.A. as its independent expert.

The Issuer's employee representatives have the right to issue an independent opinion, pursuant to Article 103, paragraph 3-bis, of CFA.

A.15 CRITICALITY AND IMPACT RELATED TO THE NATIONAL AND INTERNATIONAL MACROECONOMIC ENVIRONMENT

A.15.1 Potential impacts related to Covid-19 pandemic-related health emergency

As at the Date of the Offer Document, the national and international macroeconomic context is still, albeit to a lesser extent than in the recent past, conditioned by the effects of the Covid-19 pandemic. Therefore, uncertainties remain as to the evolution and the effects of this pandemic, the adoption of restrictive measures by the authorities in the event of a worsening of the epidemiological picture, and the potential economicfinancial impacts that could ensue.

With regard to Tod's, it should be noted that, as reported in the 2022 Annual Financial Report 2022 (p. 22), "The international context was also influenced by the evolution of the Covid-19 epidemic itself, which, although it significantly reduced its effects in all western markets, saw an unexpected new wave in Greater China starting in March, with negative consequences on the economic performance of the sector in that market, following the strict counteracting policies adopted by the local government (lockdowns and restrictions on circulation), especially in mainland China. The pandemic environment described has penalised the most exposed industry brands in these regions, although the same markets are already showing important signs of recovery after the restrictive measures ended in December. Despite this diffcult macro-economic environment, the Group's results for the year were very positive, showing revenue growth of 13.9% compared to the previous year, for a total value that was about 10% higher than in 2019. All this was the result of a very satisfactory performance recorded in all the geographical areas in which the Group operates, with the sole exception of Greater China, whose results were clearly affected by the aforementioned restrictions". Furthermore, according to the 2023 Half-Year Financial Report (page 14), it should be noted that "the results of TOD'S and ROGER VIVIER were particularly brilliant, confirming the increasing appreciation by customers for the very high quality of their products, their craftsmanship and their style. The strong international connotation of these brands, and the strength of the direct distribution network, has allowed them to excel above all in the Asian markets and, in particular, in Greater China, a market that also benefited from the full resumption of business, after the restrictions imposed by local governments during the previous year, especially in mainland China, to counter the new wave of Covid-19".

In light of the uncertainties regarding the development and effects of the pandemic, the adoption of measures by the national authorities to prevent the contagion and the possible financial crisis and/or economic recession that may ensue, as of the Date of the Offer Document, it is not possible to foresee whether the pandemic may have a material adverse effect on: (i) the Offer; and/or (ii) the Issuer's and/or the Group's income, equity and/or financial condition compared to those reported in the Half-Year Financial Report 2023.

In this regard, attention is drawn to the circumstance that the effectiveness of the Offer is subject to the MAC/MAE Condition (for further information on the MAC/MAE Condition and its interpretation and application, please refer to Section A, Paragraph A.1, of the Offer Document).

With reference to the Issuer's future management programs (as described in Paragraph G.2 of the Offer Document), the Offeror, taking into account the existing circumstances and those reasonably foreseeable as at the Date of the Offer Document, does not expect any significant changes related to the impact of the Covid-19 pandemic.

A.15.2 Context resulting from international geopolitical tensions

As of the Date of the Offer Document, the macroeconomic scenario is severely impacted by the following conflicts:

(i) Israel-Palestine Conflict

The conflict between Israel and Palestine is a long-term conflict involving territorial, political, religious and cultural issues. It is characterized by cyclical violence, tensions and disputes between Israelis and Palestinians in territories that include Israel, the West Jordan and the Gaza Strip. The conflict has had a significant impact on the macroeconomic environment, both locally and internationally, leading to regional political and economic instability with global consequences, affecting financial markets, commodity prices and international trade relations.

The Offeror believes, in view of the objectives of the Offer, that the reasons for the Offer are not directly influenced by the current geopolitical context. However, in light of the uncertainties relating to the evolution of the aforementioned conflicts and to a possible escalation of political-military tensions, as well as to the possible financial crisis and/or economic recession that could ensue, as at the Date of the Offer Document it is not possible to foresee whether the occurrence of the aforementioned events could have repercussions on the economic, equity and/or financial conditions of the Offeror and/or the Issuer.

(ii) Russia and Ukraine Conflict

With specific reference to the growing tensions in the international geopolitical context arising from the conflict between Russia and Ukraine and the economic sanctions applied against the Russian economy, taking into account the current circumstances, the Offeror believes, as things stand, that the Group's activities as well as the reasons for the Offer are not affected by the current context. With regard to Tod's, again with reference to the conflict between Russia and Ukraine, it should be noted that, according to what is indicated in the Annual Financial Report 2022 (p. 22), "the direct impacts suffered by the Group, which has no direct shops in these countries and a very limited presence through the indirect channel, are not significant. The impacts of the indirect effects of the conflict, mainly in terms of increased energy and transport costs, were also limited, thanks to the continued focus on effciency-boosting activities which, in the described context of uncertainty, remain necessary to preserve operating margins".

Without prejudice to the foregoing, in light of the uncertainties regarding the evolution of the conflict between Russia and Ukraine, the possible tightening of the aforesaid sanctions and restrictive measures and, as regards the relations between China and the U.S.A., a possible escalation of political-military tensions, and the possible financial crisis and/or economic recession that may ensue, as of the Date of the Offer Document, it is not possible to foresee whether the occurrence of the aforesaid events may have repercussions (i) on the Offer; and/or (ii) on the Issuer's and/or the Group's income, equity and/or financial conditions compared to those resulting from the Half-Year Financial Report 2023.

With reference to the Issuer's future management programs (as described in Paragraph G.2 of the Offer Document), the Offeror, taking into account the existing circumstances and those reasonably foreseeable as at the Date of the Offer Document, does not expect, at present, any significant changes related to the impact of the geo-political tensions described above.

A.16 FRAMEWORK AGREEMENT

On the Announcement Date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C. and the Offeror entered into the Framework Agreement, pursuant to which, inter alia:

(i) the Offeror promoted the Offer,
(ii) DDV undertook to tender to the Offer the DDV Shares Tendered to the Offer, representing 10.45% of the Issuer's share capital;
(iii) the Majority Shareholders undertook not to tender to the Offer the Majority Shares Not Tendered to the Offer, representing 54% of the share capital of the Issuer;
(iv) the parties undertook certain commitments of a shareholders' nature, in relation to Tod's, for the period prior to the Delisting, and DIVI and the Offeror undertook to enter into the Shareholders' Agreement on the date of the Delisting.

For further information on the covenants of a shareholders' nature contained in the Framework Agreement, please refer to Section H, Paragraph H.2, of the Offer Document, and to the essential information published, pursuant to Article 122 of the CFA and Articles 129 and 130 of the Issuer's Regulation, on the Issuer's website at www.todsgroup.com, section "Governance - Shareholders' Agreements", and attached to the Offer Document under Appendix M.2.1.

A.17 MINORITY SHAREHOLDER UNDERTAKING AND SHAREHOLDERS' AGREEMENT

On the Announcement Date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C., the Offeror and Minority Shareholder entered into the Minority Shareholder Undertaking, i.e., an agreement containing certain covenants having a shareholders' nature pursuant to Article 122, paragraphs 1 and 5, letters b) and d)-bis of CFA and aimed at regulating, inter alia, the undertaking of Minority Shareholder not to tender to the Offer the Minority Shareholder Shares representing 10% of the Issuer's share capital, as well as the undertaking of DIVI, BidCo and Minority Shareholder to enter into (and BidCo's undertaking to cause LC Fund to enter into), on the completion date of the Delisting, the Shareholders' Agreement.

For further information on the covenants of a shareholders' nature contained in the Minority Shareholder Undertaking and the Shareholders' Agreement, please refer to Section H, Paragraph H.2, of the Offer Document, and to the essential information published, pursuant to and for the purposes of Article 122 TUF and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, section "Governance - Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.2.

A.18 2024 SHAREHOLDER'S MEETING

The 2024 Shareholders' Meeting will be held, on first call, on 24 April 2024 and, therefore, before the Payment Date.

It should be noted that, pursuant to the Framework Agreement, DIVI undertook to submit to the 2024 Shareholders' Meeting (i) the proposal to appoint a board of directors consisting of 9 (nine) directors and set the term of office thereof at 1 (one) financial year, i.e. until to the approval by the Company's shareholders' meeting of the financial statements of the Company for the financial year ending 31 December 2024; and (ii) a list for the appointment of the board of directors composed of 9 (nine) candidates, of which (a) 6 (six) candidates designated by DIVI (of whom at least 1 belonging to the less represented gender); and (y) 3 candidates designated by BidCo (each of them belonging to the less represented gender and meeting the independence requirements of the CFA and the Corporate Governance Code) and that will be placed within the list in a position other than the last one.

Please note that the Offer Shares tendered to the Offer will be transferred to the Offeror on the Payment Date (or, in case of Reopening of Terms, on the Payment Date upon Reopening of Terms).

Therefore, until the Payment Date (or, in case of Reopening of Terms, until the Payment Date as a Result of the Reopening of Terms), the Adherents will maintain and may exercise the ownership and administrative rights deriving from the ownership of the Shares including, therefore, the right to participate, and exercise their voting rights at, the 2024 Shareholders' Meeting.

However, Adherents will not be able to transfer, in whole or in part, their Offer Shares and, in any event, to carry out acts of disposal (including pledges or other encumbrances) concerning such Shares, other than by accepting any competing offers or raises pursuant to Article 44 of the Issuers' Regulations.

For information, please refer to Section F, Paragraph F.2, of the Offer Document.

B. PARTIES TAKING PART TO THE TRANSACTION

B.RMATION ON THE OFFEROR

B.1.1 Company name, legal form and registered office

The company name of the Offeror is Crown Bidco S.r.l.

The Offeror is a limited liability company under Italian law, incorporated on February 9, 2024, with its registered office in Milan, Via della Spiga 30, tax code, VAT number and registration number with the Companies' Register of Milan Monza Brianza and Lodi 13400600964.

It should be noted that the Offeror, a company whose share capital is, as of the Date of the Offer Document, wholly owned by L Catterton, is a corporate vehicle incorporated specifically to carry out the Offer.

B.1.2 Year of incorporation and duration

The Offeror was incorporated by a deed of February 9, 2024, drawn up by Dr. Andrea De Costa, Notary Public in Milan (register no. 16905, collection no. 9330).

Pursuant to Article 4 of the by-laws, the duration of the Offeror is currently set until December 31, 2050.

B.1.3 Applicable law and jurisdiction

The Offeror is a limited liability company under Italian law.

B.1.4Corporate capital

Pursuant to Article 6 of the Offeror's by-laws, as of the Date of the Offer Document, the Offeror's corporate capital amounts to Euro 10,000.00 (ten thousand/00), fully subscribed and paid up.

B.1.5 Offeror's corporate structure, group and shareholders' agreements

Offeror's corporate structure

As of the Date of the Offer Document, the Offeror's corporate capital is wholly owned by L Catterton.

L Catterton is a limited partnership incorporated under the laws of Scotland with its registered office at 50 Lothian Road Festival Square, EH39WJ, Edinburgh, Scotland, registration number SL035499.

As of the Date of the Offer Document, L Catterton is controlled by LC10 Caledonia.

The share capital of LC10 Caledonia is held equally by:

(i) Catterton Caledonia 1 Limited, a private limited company incorporated under the laws of Scotland with its registered office at 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH39WJ and registration number SC428457 ("Caledonia 1"); and
(ii) Catterton Caledonia 2 Limited, a private limited company incorporated under the laws of Scotland with its registered office at 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH39WJ and registration number SC428456 ("Caledonia 2").

As of the Date of the Offer Document, no one between Caledonia 1 and Caledonia 2 holds an interest in LC10 Caledonia such as to exercise control over LC10 Caledonia within the meaning of Article 93 of the CFA or Article 2359 of the Civil Code.

L Catterton is a private equity fund managed or advised by Catterton Management Company, L.L.C., a limited liability company incorporated under the laws of Delaware (United States of America) with its registered office in Wilmington, Delaware (United States of America), at The Corporation Trust Company Corporation Trust Center 1209 Orange St, registration number 3585882, an investment advisor registered with the Securities and Exchange Commission ("Catterton Management").

As of the Date of the Offer Document, the entire share capital of Catterton Management is held by L Catterton Management, a private limited company incorporated under the laws of England, with registered office at Belgrave House, 76 Buckingham Palace Road, London, Great Britain, SW1W 9TQ, registration number 09923013.

It is envisaged that, subsequent to the Date of the Offer Document and prior to the Payment Date, L Catterton will transfer its entire stake in the Offeror (representing 100% of the share capital) to LC Fund, a special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of Luxembourg with its registered office at 40, Avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B283796, that, as of the Date of the Offer Document, is controlled by LC Luxco, as sole general partner.

LC Fund is a Luxembourg domiciled alternative investment fund incorporated on 13 February 2024 pursuant to a limited partnership agreement entered into by and between LC Luxco as managing general partner, and L Catterton, as sole initial limited partner. It should be noted that, prior to the Payment Date, other funds managed or advised by affiliates of L Catterton Management may invest in LC Fund by subscribing limited partnership interests of LC Fund, it being understood that, even following such investments, L Catterton will retain the majority of limited partnership interests of LC Fund.

LC Fund will be controlled and managed by LC Luxco. As of the Date of the Offer Document, the corporate capital of LC Luxco is wholly owned by LC10 Caledonia, which as indicated above, controls L Catterton.

Therefore, even after the entire share capital of the Offeror is transferred to LC Fund, the Offeror will continue to be controlled by LC10 Caledonia, which is controlled by affiliates of L Catterton Management.

LC Investissements, a joint venture between LVMH Moët Hennessy Louis Vuitton S.E. and Financière Agache, and an affiliate of Minority Shareholder, holds a minority, non-controlling, investment in L Catterton Management. As described above, an affiliate of L Catterton Management provides investment management and advisory services to L Catterton. L Catterton Management operates completely independently of LC Investissements and L Catterton has sole discretion over its investment and portfolio management decisions.

Please find below a graphic representation of the Offeror's chain of control as a result of the completion of the transfer by L Catterton in favor of LC Fund of the stake representing 100% of the Offeror's corporate capital.

Shareholders' agreements

1) FRAMEWORK AGREEMENT AND SHAREHOLDERS' AGREEMENT

On the Announcement Date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C. and the Offeror entered into the Framework Agreement, pursuant to which, inter alia:

(i) the Offeror undertook to promote the Offer, for a consideration of Euro 43.00 (forty-three/00) (cum dividend) per each Share, over the Offer Shares, representing 27.968% of the Issuer's share capital (excluding any Treasury Shares), aimed at obtaining the Delisting;
(ii) DDV & C. undertook to tender the DDV Shares Tendered to the Offer within 5 Trading Days after the beginning of the Acceptance Period;
(iii) DIVI undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 16,643,057 shares held by the latter representing 50.29% of the Issuer's share capital and 57.65% of the voting rights as a result of the Double Voting (representing DIVI Shares);
(iv) DDV & C. undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 706,738 shares held by the latter representing 2.14% of the Issuer's share capital and 2.45% of the voting rights as a result of the Double Voting;
(v) Diego Della Valle undertook towards the Offeror, until completion of the Offer (including any sell-out

and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 252,000 shares held by the latter representing 0.76% of the Issuer's share capital and 0.87% of the voting rights as a result of the Double Voting (representing Diego Della Valle Shares);

(vi) Andrea Della Valle undertook towards the Offeror, until completion of the Offer (including any sellout and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties, and not to tender to the Offer, no. 268,716 shares held by it representing 0.81% of the Issuer's share capital and 0.93% of the voting rights as a result of the Double Voting;
(vii) DIVI undertook to submit to the 2024 Shareholders' Meeting (x) the proposal to appoint a board of directors consisting of 9 (nine) directors and set the term of office thereof at 1 (one) financial year, i.e. until to the approval by the Company's shareholders' meeting of the financial statements of the Company for the financial year ending 31 December 2024; and (y) a list for the appointment of the board of directors composed of 9 (nine) candidates, of which (a) 6 (six) candidates designated by DIVI (of whom at least 1 belonging to the less represented gender); and (y) 3 candidates designated by BidCo (each of them belonging to the less represented gender and meeting the independence requirements of the CFA and the Corporate Governance Code) and that will be placed within the list in a position other than the last one;
(viii) the Majority Shareholders undertook to vote in favor of the proposals set forth in (vii)(x) above and the list in (vii)(y) above;
(ix) the Majority Shareholders undertook not to propose or vote in favor of any the distribution or payment of ordinary or extraordinary dividends or reserves until 31 December 2024 (included);
(x) the Majority Shareholders and the Offeror undertook, where the conditions for the Delisting were not met as a result of the Acceptance Period (including the potential extension of the Acceptance Period or the potential Reopening of Terms), to exercise their rights as Issuer's Shareholders (including voting in favor of the relevant resolution at the Issuer's Shareholders' meeting) and to use their reasonable commercial best efforts to carry out the Merger and to use their reasonable commercial best efforts so that – subject to the approval by the board of directors of the Merger documentation – the extraordinary shareholders' meeting of the Issuer will be convened to resolve upon the approval of the Merger: (x) by June 30, 2024, if the Acceptance Period (as potentially extended pursuant to the applicable laws) ends on or before May 31, 2024, or (y) by the date to be agreed upon by the Majority Shareholders and the Offeror (and, in any event, within 18 months after the end of the Acceptance Period), if the Acceptance Period (as potentially extended pursuant to the applicable laws) ends after May 31, 2024;
(xi) BidCo undertook to cause LC Fund special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of Luxembourg that, as of the Date of the Offer Document, is controlled by LC Luxco as general partner, which, in turn, is wholly owned by LC10 Caledonia, which, as indicated in Section B, Paragraph B.1.5, of the Offer Document, controls L Catterton – (which will enter into the Framework Agreement, following the acquisition by LC Fund of the entire share capital of the Offeror) to acquire all the Issuer's Shares - or, in the event of the completion of the Merger, all the BidCo Shares - with respect to which the Issuer's Shareholders (other than the Majority Shareholders and the Minority Shareholder) were to exercise the right of withdrawal to which they were entitled as a result of the Merger and/or the amendments to the Company's by-laws resolved to reflect in the by-laws of the Company or BidCo (as the case may be) the provisions of the

Shareholders' Agreement and offered under option to Shareholders pursuant to Article 2437-quater of the Civil Code; and

(xii) DIVI and the Offeror undertook to enter into, on the completion date of the Delisting, the Shareholders' Agreement.

2) MINORITY SHAREHOLDER UNDERTAKING

On the Announcement Date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C., the Offeror and Minority Shareholder entered into the Minority Shareholder Undertaking pursuant to which, inter alia, (i) the relevant parties assumed certain undertakings in connection with the Offer - including Minority Shareholder's undertaking not to tender to the Offer the Minority Shareholder Shares - and the Merger; and (ii) DIVI, BidCo and Minority Shareholder undertook to enter into, on the completion date of the Delisting, the Shareholders' Agreement - as amended pursuant to the Minority Shareholder Undertaking to take into account the Minority Shareholder's participation - and BidCo undertook to cause LC Fund to enter into, the Shareholders' Agreement on the completion date of the Delisting.

For further information on the provisions set out in the Framework Agreement, the Minority Shareholder Undertaking and the Shareholders' Agreement, please refer to Section H, Paragraph H.2, of the Offer Document, and to the essential information published, pursuant to and for the purposes of Article 122 TUF and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, section "Governance - Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.1.

B.1.6 Management and control body

Sole director

Pursuant to Article 16 of the by-laws, the Offeror may be managed, alternatively and upon the decision of the shareholders' meeting at the time of the appointment, by a sole director or by a board of directors consisting of three or more members, according to the number determined by the shareholders at the time of appointment, or by two or more directors with joint or several powers or to be exercised by majority.

As of the Date of the Offer Document, the management of the Offeror is entrusted to a sole director, in the person of James Michael Chu, whose appointment took place on February 9, 2024, and who will remain in office until removal or resignation.

Board of statutory auditors and external auditor

As of the Date of the Offer Document, and in accordance with the provisions of Article 2477 of the Civil Code, the Offeror has not established a board of statutory auditors, nor has it appointed an external auditor in charge of the statutory audit of the accounts.

B.1.7 Activity of the Offeror and its group

As of the Date of the Offer Document, the Offeror does not control any company.

From the date of its incorporation to the Date of the Offer Document, the Offeror has not carried out any operational activities, except for activities preparatory to the promotion of the Offer. In fact, the Offeror is a corporate vehicle specifically incorporated by L Catterton to promote the Offer. As of the Date of the Offer Document, the Offeror has no employees.

As indicated in Section B.1.5, L Catterton is a fund managed or advised by affiliates of L Catterton Management and is a global firm focused exclusively on providing equity capital to growing consumer-focused enterprises. L Catterton has nine distinct and complementary fund strategies focusing on consumer buyout and growth investments across North America, Europe, Asia, and Latin America, in addition to prime commercial real estate globally and a private credit strategy, resulting in approximately USD 35 billion in assets under management. With a 34-year history, more than 270 historical investments in the consumer space, and a team of over 200 investment and operating professionals in 17 offices across five continents, L Catterton is poised to leverage its unique global network and expertise to partner with consumer businesses in all major consumer markets. In Europe, L Catterton has made numerous investments, among which, most recently, Maria Nila, A.P.C., Little Moons, Etro, Birkenstock, and JOTT.

The funds managed or advised by L Catterton Management or its affiliates raise capital generally from qualified investors, including institutional investors and high-net-worth individuals. Below is an indication of the investment strategies of the nine funds managed or advised by L Catterton Management or its affiliates and the related investment targets:

(i) Flagship buyout (through L Catterton): investments of between USD 250-500 million in scaled consumer companies globally;
(ii) Growth: investments between USD 10-125 million in both North America and European companies in the early or advanced growth stage;
(iii) Latin America: investments in the amount of between USD 40-75 million in growth companies in Latin America;
(iv) Europe: investments of between EUR 30-80 million in growth companies in Western Europe;
(v) Asia: investments in the amount between USD 25-150 million in growth companies in Asia;
(vi) Renminbi (RMB): investments in the amount between yen 30-100 million in Chinese companies with high growth;
(vii) Impact investing: investments in the amount between USD 10-40 million in companies in the early and advanced stages of growth active in the consumer goods sector and oriented to also generate social and environmental impacts (so-called impact investing);
(viii) Private credit: investments made primarily in the senior secured debt capital of private equity-backed companies;
(ix) Real estate: investments in global mixed-use projects anchored by luxury retail activities.

B.1.8 Accounting principles

As indicated in Section B.1.2 of the Offer Document, the Offeror was incorporated on February 9, 2024, and therefore has not completed any financial year as of the Date of the Offer Document.

The financial statements of the Offeror will be prepared in accordance with national accounting standards.

B.1.9 Balance sheet and income statement

The Offeror, in view of its recent incorporation and lack of operational activities, has not prepared any financial statements. The first financial year will end on 31 December 2024. Therefore, as of the Date of the Offer Document, no data on the Offeror's financial statements are available.

Below is a summary of the Offeror's balance sheet prepared as of February 9, 2024, based on national accounting standards, unaudited and prepared solely for the purpose of inclusion in the Offer Document.

EUR		As of 9 February 2024
Assets		Liabilities
Cash	10,000.00	Corporate capital	10,000.00
Other activities	--	Total net equity	10,000.00
Total assets	10,000.00	Total net equity and liabilities	10,000.00

No income statement of the Offeror has been included since, as of the date of incorporation, the Offeror has not carried out any relevant operational activities, except for activities preparatory to the launch of the Offer.

As of the Date of the Offer Document, there are no debit and credit positions towards "related parties" of the Offeror.

B.1.10 Recent trend

During the period between the Offeror's incorporation and the Date of the Offer Document, there were no major events about the Offeror's economic, financial, and asset situation, except for activities related to the promotion of the Offer.

B.1.11 Persons Acting in Concert

The following are to be considered Persons Acting in Concert with the Offeror:

(i) L Catterton, pursuant to Article 101-bis, paragraph 4-bis, letter b), of CFA, as company that owns, on the Date of the Offer Document, the entire corporate capital of the Offeror;
(ii) LC10 Caledonia pursuant to Article 101-bis, paragraph 4-bis, letter b), of CFA, as general partner of, and therefore entity controlling, L Catterton;
(iii) Diego Della Valle, pursuant to Article 101-bis, paragraph 4-bis, letter a), of CFA, as party to the Framework Agreement;
(iv) Andrea Della Valle, pursuant to Article 101-bis, paragraph 4-bis, letter a), of CFA, as party to the Framework Agreement;
(v) DIVI, pursuant to Article 101-bis, paragraph 4-bis, letter a), of CFA, as party to the Framework Agreement;
(vi) DDV & C., pursuant to Article 101-bis, paragraph 4-bis, letter a), of CFA, as party to the Framework Agreement;

(vii) Minority Shareholder, pursuant to Article 101-bis, paragraph 4-bis, letter a), of CFA, as party to the Minority Shareholder Undertaking.

Without prejudice to the foregoing, the Offeror will be the only party to acquire the Offer Shares that will be tendered to the Offer.

B.2 ISSUER OF THE FINANCIAL INSTRUMENTS OVER WHICH THE OFFER IS PROMOTED

The information in this Section B.2 is drawn exclusively from public information made available by the Issuer and other publicly available information as of the Date of the Offer Document.

Documents relating to the Issuer and Tod's Group are published on the Issuer's website, at www.todsgroup.com, and on the website of Borsa Italiana, at, www.borsaitaliana.it.

B.2.1 Company name, legal form and registered office

The company name of the Issuer is "Tod's S.p.A."

The Issuer is a joint-stock company ("società per azioni") incorporated under Italian law on 10 October 1986, with registered office in Sant'Elpidio a Mare (FM), via Filippo Della Valle, No. 1, tax code, VAT number and registration number with the Fermo Companies' Register 01113570442.

Pursuant to Article 4 of the By-Laws, the Issuer's duration is set to 31 December 2100 and may be extended by resolution of the extraordinary shareholders' meeting.

B.2.2 Share Capital

As of the Date of the Offer Document, the Issuer's share capital is equal to EUR 66,187,078.00, fully subscribed and paid up. The share capital is divided into 33,093,539 Shares, with regular dividend rights and no indication of nominal value.

According to the latest communication pursuant to Article 85-bis, paragraph 4-bis of the Issuers' Regulations, as of the Date of the Offer Document, as a result of the Double Voting, the number of voting rights exercisable at the Issuer's shareholders' meetings is 57,740,201.

The Shares, from 6 November 2000, are admitted to trading on Euronext Milan from 6 November 2000 and, therefore, subject to the dematerialization regime, pursuant to Article 83-bis of the CFA (ISIN code Shares with unit vote: IT0003007728; ISIN code Shares benefiting from the Double Voting: IT0005366700). It should be noted that the placement price of the Shares set in the context of the global offer functional for admission to trading on Euronext Milan (formerly "Mercato Telematico Azionario") which took place on 6 November 2000, was equal to EUR 40.00 per Share.

As of the Date of the Offer Document, the Issuer has not issued any convertible bonds, warrants, and/or financial instruments that grant voting rights, even limited to specific matters, in ordinary and extraordinary shareholders' meetings, and/or other financial instruments that may grant third parties, in the future, rights to acquire Shares or, more simply, voting rights, even limited, nor is there any commitment to issue convertible bonds or any delegation of authority giving the Issuer's board of directors the power to resolve upon the issuance of shares and/or bonds convertible into Shares.

As of the Date of the Offer Document, the Issuer does not own, directly or through subsidiaries, trusts or intermediaries, any Shares.

B.2.3 Controlling entity under Article 93 of CFA and relevant shareholders

On the Date of the Offer Document, Diego Della Valle (Person Acting in Concert) controls the Issuer pursuant to Article 93 of CFA, as owner:

(i) directly, of no. 252,000 Shares, representing 0.76% of the share capital and 0.87% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting (representing Diego Della Valle Shares);
(ii) indirectly, through DDV, of no. 4,166,139 Shares, representing 12.59% of the share capital and 14.43% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting (representing DDV & C. Shares); and
(iii) indirectly, through DIVI, of no. 16,643,057 Shares, representing 50.29% of the share capital and 57.65% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting (representing DIVI Shares),

amounting to overall 21,061,196 Shares, representing 63.64% of the share capital and 72.95% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting.

Further to the controlling shareholding owned directly and indirectly by Diego Della Valle as described above, on the Date of the Offer Document:

(i) Andrea Della Valle owns no. 268,716 Shares, representing 0.81% of the share capital and 0.93% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting;
(ii) Minority Shareholder owns no. 3,309,900 Shares, representing 10% of the share capital and 11.46% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting, and
(iii) L Catterton holds no. 2,657,630 Shares, representing 8.031% of Tod's share capital and 4.603% of the voting rights exercisable at the Issuer's shareholders' meetings, as a result of Share purchase transactions carried out in the period between 12 February 2024 and the Date of the Offer Document communicated by the Offeror to CONSOB and the market pursuant to Article 41, Paragraph 2, letter c), of the Issuers' Regulations.

According to the communications made pursuant to Article 120, paragraph 2, of CFA, on the Date of the Offer Document, there are no other shareholders holding more than 3% of the Issuer's share capital.

Furthermore, without prejudice to the Framework Agreement, the Minority Shareholder Undertaking and the Shareholders' Agreement, based on the publicly available information, no agreements under Article 122 of CFA have been disclosed.

B.2.4 Management and control bodies

Board of directors of the Issuer

Pursuant to Article 17 of the By-Laws, the Issuer is managed by a board of directors consisting of a number of members from three to fifteen, set by the shareholders' meeting.

Appointment is made on the basis of lists submitted by the shareholders, in accordance with the procedures specified in the By-Laws and the applicable law, including the rules on compliance with gender balance. The term of office is determined by the Shareholders' meeting at the time of appointment and, in any case, may not exceed three financial years; the term ends on the date of the shareholders' meeting called to approve the financial statements for the last year of office. Directors are eligible for re-appointment.

The board of directors in office as of the Date of the Offer Document was appointed by the Shareholders' meeting held on 21 April 2021, based on the only list submitted by the majority shareholder DIVI. At that shareholders' meeting, the total number of directors was set at fifteen and the term of office was determined to be three financial years, which will therefore expire on the date of the 2024 Shareholders' Meeting.

On 1 June 2021, non-executive director Maurizio Boscarato resigned from office with immediate effect. Subsequently, on 7 June 2021, the Issuer's board of directors co-opted Michele Scannavini as his replacement, pursuant to and in accordance with Article 2386 of the Civil Code and Article 18 of the By-Laws.

As a result of the revision of the Tod's Group's governance structure, which was resolved by the Issuer's board of directors on 8 October 2021, on 10 November 2021, the relationship between Tod's and the chief executive officer, Umberto Macchi di Cellere, was terminated by mutual consent. On the same date, Tod's board of directors, with the assistance of the appointments and remuneration committee and having consulted with the board of statutory auditors, verified the actual impact of the intervening resignation of Umberto Macchi di Cellere on the functioning of the management body and the internal committees and deemed the size and composition of a board of directors of fourteen members to be appropriate. Therefore, it was decided not to co-opt a new director to replace the resigning Umberto Macchi di Cellere.

In light of the above, on 27 April 2022, the shareholders' meeting resolved to: (i) to confirm the co-opted director Michele Scannavini, who will remain in office for the entire term of the board of directors (i.e., until the date of the 2024 Shareholders' Meeting); and (ii) to re-determine the number of members of the board of directors in fourteen.

Office	Name and surname	Date of appointment	Date of termination of office
Chairman and chief executive officer	Diego Della Valle	21 April 2021	Approval of the financial statements as of 31 December 2023
Vice chairman and chief executive officer	Andrea Della Valle	21 April 2021	Approval of the financial statements as of 31 December 2023
Director ()(*)	Luigi Abete	21 April 2021	Approval of the financial statements as of 31 December 2023
Director ()(**)	Maria (Marilù) Capparelli	21 April 2021	Approval of the financial statements as of 31 December 2023
Director ()(**)	Luca Cordero di Montezemolo	21 April 2021	Approval of the financial statements as of 31 December 2023
Director ()(**)	Sveva Dalmasso	21 April 2021	Approval of the financial statements as of 31 December 2023
Director (***)	Chiara Ferragni	21 April 2021	Approval of the financial statements as of 31 December 2023
Director ()(**)	Romina Guglielmetti	21 April 2021	Approval of the financial statements as of 31 December 2023
Director	Emilio Macellari	21 April 2021	Approval of the financial statements as of 31 December 2023

Below is a table indicating the members of the board of directors of the Issuer.

Director ()(**)	Vincenzo Manes	21 April 2021	Approval of the financial statements as of 31 December 2023
Director (***)	Cinzia Oglio	21 April 2021	Approval of the financial statements as of 31 December 2023
Director ()(**)	Emanuela Prandelli	21 April 2021	Approval of the financial statements as of 31 December 2023
Director ()(*)	Pierfrancesco Saviotti	21 April 2021	Approval of the financial statements as of 31 December 2023
Director (***)	Michele Scannavini	7 June 2021 (****)	Approval of the financial statements as of 31 December 2023

(*) Independent director pursuant to Article 148, paragraph 3, of the CFA and 2 of the Corporate Governance Code.

(**) Independent director pursuant to Article 148, paragraph 3, of the CFA.

(***) Non-executive director pursuant to Article 2 of the Corporate Governance Code.

(****) Co-opted by the board of directors. Subsequently confirmed by the shareholders' meeting on 27 April 2022.

Vincenzo Manes also serves as lead independent director, pursuant to the Corporate Governance Code.

The Issuer also employs a general manager, Simona Cattaneo.

To the best of the Offeror's knowledge, as of the Date of the Offer Document, no member of the Issuer's board of directors holds Shares and/or other economic interests in the Issuer and/or other Tod's Group companies, nor does he or she hold any other office in Tod's Group companies, except as set forth below:

Diego Della Valle owns, directly and indirectly, through DDV & C. and DIVI, the (i) Diego Della Valle Shares, (ii) DDV & C. Shares and (iii) DIVI Shares;
Andrea Della Valle directly owns 268,716 Shares, representing 0.81% of Tod's share capital and 0.93% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting;
Luca Cordero di Montezemolo holds, indirectly, through a trust company, 162,650 Shares, representing 0.491% of Tod's share capital and 0.282% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting accrued by certain other Shareholders;
Sveva Dalmasso directly holds 580 Shares, representing 0.002% of Tod's share capital and 0.001% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting accrued by certain other Shareholders;
Emilio Macellari holds, directly, 5,000 Shares, representing 0.015% of Tod's share capital and 0.017% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting, and serves as a director, in addition to the Issuer, of the following Tod's Group companies: (i) Tod's International B.V.; (ii) Tod's UK LTD; (iii) Tod's Oak LTD; (iv) Gendel SA; (v) Roger Vivier S.p.A.; (vi) Roger Vivier Hong Kong; (vii) Roger Vivier Singapore PTE Limited; (viii) Roger Vivier (Shanghai) Trading Co, LTD. - PRC; (ix) Roger Vivier Macau Limitada; (x) Roger Vivier Japan KK; (xi) Roger Vivier Korea Inc; (xii) Roger Vivier UK LTD; (xiii) Roger Vivier France SAS; (xiv) Roger Vivier Paris SAS; (xv) Roger Vivier Switzerland; (xvi) Aladel Inc. USA; (xvii) Roger Vivier Espana S.L.; (xviii) Roger Vivier Deutschland Gmbh; (xix) Roger Vivier Australia Pte. LTD; (xx) Roger Vivier Canada LTD; and (xxi) Trv Middle East Trading L.L.C; and
Pierfrancesco Saviotti directly owns 3,200 Shares, representing 0.010% of Tod's share capital and 0.006% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting accrued by certain other Shareholders.

Internal committees

As of the Date of the Offer Document, the Issuer's board of directors has established an executive committee, an appointments and remuneration committee, and a control and risk committee, all of which were appointed by the board of directors on 21 April 2021, with a three-year term of office until the expiration of the board itself and, therefore, until the date of the shareholders' meeting that will be called to approve Tod's individual financial statements as of 31 December 2023.

Executive Committee: the executive committee has all powers not reserved to the board of directors by the law, the By-Laws or the Corporate Governance Code. As of the Date of the Offer Document, the executive committee is composed of three executive directors: Diego Della Valle (as chairman), Andrea Della Valle and Emilio Macellari.

Appointments and Remuneration Committee: the appointments and remuneration committee is responsible for assisting the Issuer's board of directors, with investigative, proposal-making and advisory functions, in evaluations and decisions relating to the composition of the Issuer's board of directors, the remuneration of executive directors, directors holding special offices and the general manager, and the preparation and implementation of remuneration plans. As of the Date of the Offer Document, the appointments and remuneration committee is composed of three non-executive directors, the majority of whom are independent: Vincenzo Manes (as chairman), Luigi Abete and Sveva Dalmasso.

Control and Risk Committee: the control and risk committee is responsible for assisting the Issuer's board of directors, with investigative, proposal-making and advisory functions, in decisions and evaluations relating to the internal control and risk management system, as well as the approval of periodic financial and non-financial reports. As of the Date of the Offer Document, the control and risk committee is composed of three nonexecutive and independent directors: Romina Guglielmetti (as chairman), Vincenzo Manes and Emanuela Prandelli.

Board of statutory auditors

Pursuant to Article 27 of the By-Laws, the Issuer's board of statutory auditors is composed of three standing auditors and two alternate auditors. The appointment of the Issuer's board of statutory auditors is made on the basis of lists submitted by Shareholders, in accordance with the procedures specified in the By-Laws and applicable law, including the rules on compliance with gender balance. The term of office is three financial years, and the term ends on the date of the shareholders' meeting called to approve the financial statements for the last year of office. Statutory auditors are eligible for re-appointment.

The members of the Issuer's board of statutory auditors in office as of the Date of the Offer Document were appointed by a resolution of the shareholders' meeting held on 27 April 2022, and will remain in office until the shareholders' meeting called to approve Tod's individual financial statements as of 31 December 2024.

As of the Date of the Offer Document, the Issuer's board of statutory auditors is composed of the members indicated in the table below:

Office	Name and surname	Date of appointment	Date of termination of office
Chairman	Pier Luigi Pace	27 April 2022	Approval of the financial statements to 31 December 2024
Standing Auditor	Piera Tula	27 April 2022	Approval of the financial statements to 31 December

			2024
Standing Auditor	Fabrizio Redaelli	27 April 2022	Approval of the financial statements to 31 December 2024
Alternate Auditor	Enrico Maria Colombo	27 April 2022	Approval of the financial statements to 31 December 2024
Alternate Auditor	Myriam Amato	27 April 2022	Approval of the financial statements to 31 December 2024

To the best of the Offeror's knowledge, as of the Date of the Offer Document, none of the members of the Issuer's board of statutory auditors owns Shares and/or other economic interests of the Issuer and/or Tod's Group companies, nor holds any other office within Group Tod's companies, except for: (i) Fabrizio Redaelli who owns, directly, no. 750 Shares, representing 0.002% of Tod's share capital and 0.001% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting accrued by certain other Shareholders; and (ii) Enrico Maria Colombo who holds the office of chairman of the board of statutory auditors of Roger Vivier S.p.A.

External auditor

The firm entrusted with the external audit of the accounts of the Issuer and the other subsidiaries is Deloitte & Touche S.p.A., as per the resolution of the Shareholders' meeting on 3 June 2020. The external audit engagement was granted for the financial years from 2021 to 2029 and will therefore expire with the approval of the financial statements as of 31 December 2029.

B.2.5 Brief description of the Group

Below is the Group's chart updated as of 30 June 2023.

B.2.6 Tod's Group activity

Tod's Group operates in the luxury sector, with its brands Tod's, Roger Vivier, Hogan and Fay. The Group is active in the creation, production and distribution of footwear, leather goods and accessories, and clothing. The configuration of the Group's organization revolves around the parent company Tod's, the Group's production and distribution hub, owner of the Tod's, Hogan, and Fay brands and licensee of the Roger Vivier brand, the latter of which is owned by the wholly owned subsidiary Roger Vivier S.p.A.

Tod's activities also include some activities pertaining to retail distribution, dedicated, in particular, to the management of most of the direct stores (DOS) located mainly in Europe and Asia and online sales mainly in Italy and Europe. The Group's organization is completed, also through some sub-holdings, by a series of commercial companies, to which the retail distribution activities in the rest of the geographical areas in which the Group operates are delegated, both through directly operated stores and through the online channel. Some of them, located in strategic points of international markets, within the "value chain", are assigned important roles in the processes of product distribution, marketing & promotion and public relations, guaranteeing, at the same time, the homogeneity of image that the Group's brands impose on themselves, worldwide.

The Group's production organization is based on the complete control of the entire production chain, from the creation of the collections, through production, to the distribution of the products; it is believed that this approach is decisive in guaranteeing the prestige of the brands. Footwear production, like that of leather goods, is managed in proprietary in-house factories and laboratories or in specialized external workshops. The latter are entirely located in areas in which the tradition in footwear and leather goods production is historically rooted, a guarantee of professionalism in the execution of workmanship and manual skill.

For the production of the clothing line, the Group relies, on the other hand, on selected specialized external laboratories. The prestige of the brands distributed, and the high level of specialization required to present the relevant products to customers make it essential to operate, at the distribution level, through a network of highly specialized stores. To this end, the Group mainly relies on the following distribution channels: DOS (directly operated stores), the e-commerce channel, franchised outlets and a number of selected independent multi-brand stores.

The e-commerce channel, in particular, is assuming, consistently with the rapid dynamics of the sector, an increasingly central role in the Group's distribution strategy, with the presence of the Group's brand ecommerce sites in 35 countries around the world. The online sales channel and that of directly operated stores, moreover, are rapidly evolving towards an "omni-channel" concept, in which the commercial and distribution interrelationships of the two channels make it possible to offer innovative services and to have a privileged and direct contact with the Customer, in order to meet their expectations and build lasting and trusting relationships.

B.2.7 Recent trends and prospects

As of the Date of the Offer Document, the conditions for considering the Offeror controlling the Issuer under Article 93 of the CFA are not met. Therefore, as of the Date of the Offer Document, the Offeror has no information on the recent performance and prospects of the Issuer beyond what is publicly available.

It should be noted that (i) Tod's' financial statements and Tod's Group's consolidated financial statements as of 31 December 2022 have been audited by the external auditor Deloitte & Touche S.p.A. ("Deloitte"), which, on 23 March 2023, issued its audit reports expressing an unqualified opinion (giudizio senza rilievi) with respect to both the financial statements and the consolidated financial statements; and (ii) the Half-Year Financial Report 2023 was subject to a limited audit by the external auditor Deloitte, which, on 6 September 2023, issued its audit report expressing an unqualified opinion (giudizio senza rilievi).For more information, please refer to the Annual Financial Report 2022 and the Half-Year Financial Report 2023 available on the Issuer's website at www.todsgroup.com.

It should also be noted that on 12 March 2024, the board of directors of the Issuer approved Tod's draft financial statements and Tod's Group consolidated financial statements as of 31 December 2023.

For more information, please refer to the press release on the results for the financial as of 31 December 2023 available on the Issuer's website at www.todsgroup.com, "Financial Releases" section. The 2024 Shareholders' Meeting - convened for 24 April 2024 - will be called to approve, inter alia, Tod's financial statements as of 31 December 2023.

Financial data relating to the financial year as of 31 December 2023

The following tables show the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity of Tod's Group as of 31 December 2023 (compared with the data of the previous financial year), as disclosed by the Issuer via the press release published on 12 March 2024.

Tod's Group consolidated statement of financial position

EUR/000	As of 31 December 2023	As of 31 December 2022
Non-current assets
Rights of use assets
Rights of use assets	498,724	467,787
Total Right of use assets	498,724	467,787
Intangible fixed assets
Assets with indefinite useful life	554,234	554,234
Other intangible assets	31,189	28,012
Total Intangible fixed assets	585,422	582,245
Tangible fixed assets
Buildings and land	50,549	52,307
Plant and machinery	9,894	8,909
Equipment	11,169	11,345
Leasehold improvement	37,071	33,007
Others	37,717	36,016
Total Tangible fixed assets	146,400	141,584
Other assets
Investments properties	1	5
Deferred tax assets	111,674	110,601
Others	23,954	22,902
Derivative financial instruments	1,370	6,472
Total other assets	136,999	139,979
Total non-current assets	1,367,545	1,331,596

Current Assets
Inventories	422,334	357,660
Trade receivables	106,417	96,432
Tax receivables	15,217	16,587
Derivative financial instruments	11,258	9,877
Others	91,840	81,707
Cash and cash equivalents	84,817	167,709
Total current assets	731,883	729,971
Total assets	2,099,429	2,061,566
Equity

Share capital	66,187	66,187

Capital reserves	416,588	416,588
Hedging and translation reserves	33,664	34,119
Other reserves	524,171	501,466
Profit/(loss) attributable to the Group	50,018	23,065
Total Equity attributable to the Group	1,090,627	1,041,425
Non-current liabilities
Provisions for risks	16,044	15,863
Deferred tax liabilities	23,741	16,218
Employees benefits	14,998	17,559
Derivative financial instruments
Bank borrowings	79,548	148,897
Non-current lease liabilities	418,527	387,133
Others	6,844	11,540
Total non-current liabilities	559,703	597,210
Current liabilities
Trade payables	166,088	170,597
Tax payables	15,539	13,839
Derivative financial instruments	607	1,845
Other	66,089	51,533
Banks	95,724	86,331
Current lease liabilities	103,963	96,783
Provisions for risks	1,089	2,003
Total current liabilities	449,100	422,932
Total net assets and liabilities	2,099,429	2,061,566

Tod's Group consolidated income statement

Euro/000	As of 31 December 2023	As of 31 December 2022
Revenues
Sales revenue	1,126,689	1,006,979
Other income	18,048	20,086
Total revenues and income	1,144,736	1,027,065
Operating Costs
Change in inventories of work in progress and finished goods	65,814	35,591
Costs for raw materials, supplies and materials for consumption	(265,190)	(242,267)
Costs for services	(328,445)	(280,326)
Costs for use of third-party assets	(68,966)	(65,634)
Personnel cost	(254,098)	(234,055)
Other operating charges	(36,777)	(32,629)
Amortisation and depreciation	(157,964)	(147,794)
Write-downs/Reversing of assets	(4,396)	(1,723)
Total operating costs	(1,050,022)	(968,837)
EBIT	EBIT 94,714 94,714	58,228
Financial income and expenses
Financial income	43,833	49,958
Financial expenses	(70,248)	(79,150)
Total Financial income (expense)	(26,416)	(29,192)
Income (losses) from equity investments
Profits before taxes	68,298	29,036
Income taxes	(18,281)	(5,971)
Profit/(loss) for the period	50,018	23,065

EPS (in euro)	1.51	0.70
EPS diluted (in euro)	1.51	0.70

Tod's Group consolidated statement of comprehensive income

	As of	As of
EUR/000	31 December 2023	31 December 2022
Profit (loss) for the period (A)	50,018	23,065
Other comprehensive income that will be later reclassified subsequently to profit and loss:
Gains/(Losses) on derivative financial instruments (cash flow hedge)	(4,070)	14,115
Gains/(Losses) on currency translation of foreign subsidiaries	4,233	8,011
Gains/(Losses) on net investments in foreign operations	(619)	(3,265)
Total other comprehensive income that will be reclassified subsequently to profit and
loss (B)	(455)	18,861

Other comprehensive income that will not be reclassified subsequently to profit and loss:
Cumulated actuarial profit/(losses) on defined benefit plans	(161)	964
Total other comprehensive income that will not be reclassified subsequently to profit
and loss (C)	(161)	964
Total Comprehensive Income (A) + (B) + (C)	49,401	42,890

Tod's Group consolidated statement of cash flows

Tod's S.p.A. English courtesy translation of the Offer Document for convenience only	As of	As of
EUR/000	31 December 2023	31 December 2022
Profit/ (Loss) for the period	50,018	23,065
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities:
Amortization, deprec., revaluat., and write-downs	164,775	140,403
Other non monetary expenses/(income)	21,827	13,769
Income taxes for the period	18,281	5,971
Changes in operating assets and liabilities:
Trade receivables	(12,300)	(9,305)
Inventories	(67,927)	(41,691)
Tax receivables and tax payables	(1,593)	1,938
Trade payables	(4,509)	38,362
Other assets and liabilities	(7,579)	(18,047)
Change in reserve for employee	(674)	(619)
Cash flows from operating activities	160,316	153,845
Interest (paid)/collected	(3,022)	(5,630)
Interest (paid) on lease liabilities	(17,147)	(13,136)
Income taxes (paid)/refunded	(7,168)	(5,746)
Net cash flows operating activities (A)	132,980	129,333
Acquisitions of intangible and tangible fixed assets	(55,777)	(45,845)
Transfers of intangible and tangible fixed assets	978	1,419
Cash flows generated (used) in investing activities (B)	(54,799)	(44,426)
Repayment of lease liabilities	(110,719)	(100,367)
Repayment of financial liabilities	(80,000)	(43,351)
Proceeds from financial liabilities	20,000
Cash flows generated (used) in financing (C)	(170,719)	(143,718)
Translation differences (D)	10,357	3,751
Cash flow from continuing operations (E) = (A)+(B)+(C)+(D)	(82,180)	(55,059)
Cash flow from assets held for sale (F)
Cash flows generated (used) (G) = (E)+(F)	(82,180)	(55,059)
Net cash and cash equivalents at the beginning of the period	160,647	215,706
Net cash and cash equivalents at the end of the period	78,466	160,647
Change in net cash and cash equivalents	(82,180)	(55,059)

Tod's Group consolidated statement of changes in equity

31 December 2023 EUR/000	Share capital	Capital reserves	Hedging and translation reserves	Retained earnings	Total
Balance as of 1° January 2023	66,187	416,588	34,119	524,531	1,041,425
Profit & Loss account				50,018	50,018
Directly in equity			(455)	(161)	(617)
Total comprehensive income			(455)	49,856	49,401
Dividend paid
Capital increase
Share-based payments
Other (1)				(200)	(200)
Balance as of 31 December 2023	66,187	416,588	33,664	574,189	1,090,627

(1) They mainly include the use of the specific reserve for promoting territorial solidarity projects.

31 December 2022 Share capital Capital reserves Hedging and reserves for translation Retained earnings Total

EUR/000
Balance as of 1° January 2022	66,187	416,588	15,258	500,503	998,535
Profit & Loss account				23,065	23,065
Directly in equity			18,861	964	19,825
Comprehensive income/(loss)			18,861	24,029	42,890
Dividends paid
Capital increase
Share-based payments
Other
Balance as of 31 December 2022	66,187	416,588	34,119	524,532	1,041,425

Annual Financial Report 2022

The following tables show the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of changes in equity and net financial position of Tod's Group as of 31 December 2022 (compared with the data of the previous financial year).

Tod's Group consolidated statement of financial position

In the table below, the "Notes" column shows, from time to time, the number of the explanatory note to the consolidated financial statements contained in the "Notes to the Consolidated Financial Statements" section of the Annual Financial Report 2022, to which reference is specifically made.

EUR/000	Notes	As of 31 December 2022	As of 31 December 2021
Non-current assets
Rights of use assets
Rights of use assets	8	467,787	436,786
Total Right of use assets		467,787	436,786
Intangible fixed assets
Assets with indefinite useful life	9	554,234	554,234
Other intangible assets	9	28,012	27,551
Total Intangible fixed assets		582,245	581,785
Tangible fixed assets
Buildings and land	10	52,307	53,741
Plant and machinery	10	8,909	9,011
Equipment	10	11,345	11,298
Leasehold improvement	10	33,007	34,108
Others	10	36,016	32,352
Total Tangible fixed assets		141,584	140,511
Other assets
Investments properties	12	5	8
Deferred tax assets	13	110,601	109,392
Others	14	22,902	22,287
Derivative financial instruments	17	6,472
Total other assets		139,979	131,687
Total non-current assets		1,331,596	1,290,770
Current Assets
Inventories	15	357,660	306,985
Trade receivables	16	96,432	87,564
Tax receivables	16	16,587	15,082
Derivative financial instruments	17	9,877	318
Others	16	81,707	70,248
Cash and cash equivalents	18	167,709	223,312
Total current assets		729,971	703,508
Total assets		2,061,566	1,994,278

Equity
Share capital	20	66,187	66,187
Capital reserves	20	416,588	416,588
Hedging and translation reserves	20	34,119	15,258
Other reserves	20	501,466	506,440
Profit/(loss) attributable to the Group	20	23,065	(5,938)

Total Equity		1,041,425	998,535
Non-current liabilities
Provisions for risks and charges	21	15,863	15,778
Deferred tax liabilities	13	16,218	10,745
Employees benefits	22	17,559	16,814
Derivative financial instruments	17
Non-current bank borrowings	23	148,897	228,149
Non-current lease liabilities	8	387,133	353,975
Others	24	11,540	11,738
Total non-current liabilities		597,210	637,198
Current liabilities
Trade payables	25	170,597	132,235
Tax payables	25	13,839	17,066
Derivative financial instruments	17	1,845	6,719
Other	25	51,533	56,322
Current borrowings	23	86,331	50,396
Current lease liabilities	8	96,783	94,640
Provisions for risks	21	2,003	1,167
Total current liabilities		422,932	358,545
Total Equity and liabilities		2,061,566	1,994,278

For more details on the individual items and their composition, please refer to the "Notes to the Consolidated Financial Statements" section (pp. 209-256) of the Annual Financial Report 2022.

Tod's Group consolidated income statement

In the table below, the "Notes" column shows, from time to time, the number of the explanatory note to the consolidated financial statements, which is contained in the "Notes to the Consolidated Financial Statements" section of the Annual Financial Report 2022, to which reference is specifically made.

EUR/000	Notes	As of 31 December 2022	As of 31 December 2021
Revenues
Sales revenue	7.1	1,006,979	883,807
Other income	7.1	20,086	16,554
Total revenue and income		1,027,065	900,361
Operating Costs
Change in inventories of work in progress and finished goods		35,591	(52,271)
Costs for raw materials, supplies and materials for consumption		(242,267)	(180,523)
Costs for services	7.2	(280,326)	(216,769)
Costs for use of third-party assets	7.3	(65,634)	(54,122)
Personnel cost	7.4	(234,055)	(211,536)
Other operating charges	7.5	(32,629)	(23,239)
Amortisation and depreciation	7.6	(147,794)	(133,000)
Write-downs/Reversing of assets	11-16	(1,723)	(4,744)
Total operating costs		(968,837)	(876,205)
EBIT		58,228	24,156
Financial income and expenses
Financial income	7.7	49,958	26,801
Financial expenses	7.7	(79,150)	(48,486)
Total Financial income (expense)		(29,192)	(21,685)
Income (losses) from equity investments
Profits before taxes		29,036	2,471
Income taxes	7.9	(5,971)	(8,409)
Profit/(loss) for the period		23,065	(5,938)

Earnings/(loss) per share	26	0.70	(0.18)
Earnings/(loss) per share diluted	26	0.70	(0.18)

For more details on individual items and their composition, please refer to the "Notes to the Consolidated Financial Statements" section (pp. 232-252) of the Annual Financial Report 2022.

Tod's Group consolidated statement of comprehensive income

EUR/000	Notes	As of 31 December 2022	As of 31 December 2021
Profit (loss) for the period (A)		23,065	(5,938)
Other comprehensive income that will be reclassified subsequently to profit and loss:
Gains/(Losses) on derivative financial instruments (cash flow hedge)	17	14,115	(5,748)
Gains/(Losses) on currency translation of foreign subsidiaries	20	8,011	2,568
Gains/(Losses) on net investments in foreign operations	20	(3,265)	1,128
Total other comprehensive income that will be reclassified subsequently to profit and loss (B)		18,861	(2,053)
Other comprehensive income that will not be reclassified subsequently to profit and loss:
Cumulated actuarial profit/(losses) on defined benefit plans	22	964	(165)
Total other comprehensive income that will not be reclassified subsequently to profit and loss (C)		964	(165)
Total Comprehensive Income (A) + (B) + (C)		42,890	(8,156)

For more details on the individual items and their composition, please refer to the "Notes to the Consolidated Financial Statements" section (pp. 245-248) of the Annual Financial Report 2022.

Tod's Group consolidated statement of cash flows

EUR/000	Notes	As of 31 December 2022	As of 31 December 2021
Profit (loss) for the period		23,065	(5,938)
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities:
Amortization, deprec., revaluat., and write-downs	8-9-10-11-12-16	140,403	140,114
Other non monetary expenses/(income)	17-20-21	13,769	13,424
Income taxes for the period	7.9	5,971	8,409
Changes in operating assets and liabilities:
Trade receivables	16	(9,305)	(12,134)
Inventories	15	(41,691)	40,957
Tax receivables and tax payables	16-25	1,938	1,599
Trade payables	25	38,362	26,965
Other assets and liabilities	14-24-25	(18,047)	5,803
Change in reserve for employees	22	(619)	(758)
Cash flows from operating activities		153,845	218,441
Interest (paid)/collected		(5,630)	(6,659)
Interest (paid) on lease liabilities		(13,136)	(11,945)
Income taxes (paid)/refunded		(5,746)	(1,035)
Net cash flows operating activities (A)		129,333	198,801
Acquisitions of intangible and tangible fixed assets	09-10	(45,845)	(44,933)
Transfers of intangible and tangible fixed assets	09-10	1,419	1,089
Other changes in fixed assets
Cash flows generated (used) in investing activities (B)		(44,426)	(43,845)
Dividends paid
Capital increase
Other changes in equity
Repayment of lease liabilities	8	(100,367)	(94,608)
Repayment of financial liabilities	23	(43,351)	(417,292)
Proceeds from financial liabilities	23		250,000
Cash flows generated (used) in financing (C)		(143,718)	(261,900)
Translation differences (D)		3,751	6,477
Cash flow from continuing operations (E) = (A)+(B)+(C)+(D)		(55,059)	(100,466)
Cash flow from assets held for sale (F)
Cash flows generated (used) (G) = (E)+(F)		(55,059)	(100,466)
Net cash and cash equivalents at the beginning of the period		215,706	316,172
Net cash and cash equivalents at the end of the period		160,647	215,706
Change in net cash and cash equivalents		(55,059)	(100,466)

For more details on individual items and their composition, please refer to the "Notes to the Consolidated Financial Statements" section (pp. 234-249) of the Annual Financial Report 2022.

Tod's Group consolidated statement of changes in equity

31 December 2022 EUR/000	Share capital	Capital reserves	Hedging and translation reserves	Retained earnings	Total
Balance as of January 1, 2022	66,187	416,588	15,258	500,503	998,535
Profit & Loss account				23,065	23,065
Directly in equity			18,861	964	19,825
Total comprehensive income			18,861	24,029	42,890
Dividends paid
Capital increases
Share based payments
Other
Balance as of 31 December 2022	66,187	416,588	34,119	524,532	1,041,425

31 December 2021 EUR/000	Share capital	Capital reserves	Hedging and translation reserves	Retained earnings	Total
Balance as of January 1, 2021	66,187	416,588	17,311	507,090	1,007,176
Profit & Loss account				(5,938)	(5,938)
Directly in equity			(2,053)	(165)	(2,218)
Comprehensive income/(loss)			(2,053)	(6,103)	(8,156)
Dividends paid
Capital increases
Share based payments
Other				(484)	(484)
Balance as of 31 December 2021	66,187	416,588	15,258	507,090	998,535

Tod's Group statement of net financial position

EUR/000	31 December 2022	31 December 2021	Change
Cash (A)	167,709	223,312	(55,603)
Cash equivalent (B)
Other current financial assets (C)	6,597		6,597
Liquidity (D) = (A)+(B)+(C)	174,306	223,312	(49,006)
Current financial debts (E)	8,907	16,626	(7,719)
Current portion of non-current financial debts (F)	176,051	135,128	40,923
Current financial indebtedness (G) = (E)+(F)	184,958	151,755	33,204
Net Current financial indebtedness/(surplus) (H) = (G) - (D)	10,652	(71,558)	82,210
Non-current financial debts (I)	536,030	582,123	(46,094)
Debt instrument (J)
Non-current trade and other payables (K)	8,338	8,502	(164)
Non-current financial indebtedness (L) = (I)+(J)+(K)	544,368	590,626	(46,258)
Total net financial indebtedness/(surplus) (H)+(L)	555,020	519,068	35,952

For more details on Tod's Group's net financial position, please refer to the "Notes to the Consolidated Financial Statements" section (p. 249) of the Annual Financial Report 2022, Note No. 23.

Related party transactions

This section describes the transactions between the Issuer and related parties, as defined by IAS 24, during the financial years as of 31 December 2022 and 31 December 2021.

Transactions with related parties are of a commercial and financial nature and are related to transactions conducted at normal market conditions. These transactions are mainly related to the sale of products, the lease of space used for retail outlets, show rooms and offices, and the provision of advertising services.

Tod's Group has transactions with the following related parties:

companies that are directly or indirectly controlled by Diego della Valle; and
members of the board of directors of the Issuer.

The following table details the credit and debit positions of the Issuer, towards related parties for the financial years as of 31 December 2022 and on 31 December 2021.

EUR/000	As of 31 December 2022 Assets Liabilities			As of 31 December 2021 Assets Liabilities
	Right of use	Trade receivables	Leasing liabilities	Trade payables	Right of use	Trade receivables	Leasing liabilities	Trade payables
Parent Company (*)	46,116	392	46,580	295	17,324	219	18,575	265
Total	46,116	392	46,580	295	17,324	219	18,575	265

(*) Companies directly or indirectly controlled by Diego Della Valle

For more details, please refer to the "Notes to the Consolidated Financial Statements" section (pp. 252-256) of the Annual Financial Report 2022, Note No. 27.

Guarantees related to outstanding financing agreements

Tod's Group has not provided any guarantees related to outstanding financing agreements in favor of third parties.

Half-Year Financial Report 2023

The following tables show the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of changes in equity and net financial position of the Tod's Group, as of 30 June 2022 (compared with the figures for the six months as of 30 June of the previous year, or with the figures for the previous year).

Tod's Group consolidated statement of financial position

In the table below, the "Note" column shows, from time to time, the number of the explanatory note to the shortened consolidated half-year financial statements, contained in the "Notes to the Half Year Condensed Financial Statements" section of the Half-Year Financial Report 2023, to which reference is specifically made.

EUR/000	Notes	As of 30 June 2023	As of 31 December 2022	As of 30 June 2022
Non-current assets
Right of use assets
Right of use assets	10	479,359	467,787	474,814
Total right of use assets		479,359	467,787	474,814
Intangible assets
Assets with indefinite useful life	11	554,234	554,234	554,236
Other intangible assets	11	27,897	28,012	27,559
Total Intangible fixed assets		582,130	582,245	581,795
Tangible fixed assets
Buildings and land	11	51,406	52,307	53,051
Plant and machinery	11	9,867	8,909	9,264
Equipment	11	11,213	11,345	11,275
Leasehold improvement	11	33,630	33,007	31,288
Other	11	32,277	36,016	32,241
Total Tangible fixed assets		138,393	141,584	137,119
Other assets
Investment properties		3	5	6
Deferred tax assets	13	104,418	110,601	108,185
Other		23,117	22,902	23,904
Derivative financial instruments		4,315	6,472	5,693
Total other assets		131,853	139,979	139,979
Total non-current assets		1,331,735	1,331,596	1,331,517
Current Assets
Inventories	14	406,278	357,660	336,759
Trade receivables	15	92,875	96,432	88,215
Tax credits		15,524	16,587	13,077
Derivative financial instruments assets		18,980	9,877	3,772
Others		88,227	81,707	79,695
Cash and cash equivalents	18	112,434	167,709	185,517
Total current assets		734,317	729,971	707,036
Total assets		2,066,052	2,061,566	2,038,552
Equity
Share capital	16	66,187	66,187	66,187

Tod's S.p.A.	English courtesy translation of the Offer Document for convenience only

Capital reserves	16	416,588	416,588	416,588
Hedging and translation reserves	16	39,230	34,119	22,360
Other reserves	16	524,330	501,466	501,272
Profit/(loss) for the period	16	30,949	23,065	755
Total equity		1,077,284	1,041,425	1,007,162
Non-current liabilities
Provisions for risks	17	15,879	15,863	16,692
Deferred tax liabilities	13	19,519	16,218	12,876
Employees benefits		14,391	17,559	16,517
Non current borrowings	18	134,226	148,897	178,534
Non-current lease liabilities	10	396,913	387,133	391,378
Others		10,440	11,540	11,748
Total non-current liabilities		591,367	597,210	627,746
Current liabilities
Trade payables		151,778	170,597	140,290
Tax payables		10,753	13,839	12,599
Derivatives financial instruments		1,203	1,845	7,767
Others		59,585	51,533	65,431
Current borrowings	18	70,725	86,331	78,410
Current lease liabilities	10	101,762	96,783	97,980
Provisions for risks		1,596	2,003	1,168
Total current liabilities		397,401	422,932	403,645
Total equity and liabilities		2,066,052	2,061,566	2,038,552

For more details on individual items and their composition, please refer to the "Notes to the Half Year Condensed Financial Statements" section (pp. 49-55) of the Half-Year Financial Report 2023.

Tod's Group consolidated income statement

In the table below, the "Note" column shows, from time to time, the number of the explanatory note to the shortened consolidated financial statements contained in the "Notes to the Half Year Condensed Financial Statements" section of the Half-Year Financial Report 2023, to which reference is specifically made.

EUR/000	Notes	First half 2023	First half 2022
Revenues
Sales revenue	9.1	569,058	467,539
Other income		6,900	8,493
Total revenue		575,958	476,031
Operating costs

Change in inventories of work in progress and finished goods		48,264	18,188
Cost of raw materials, supplies and materials for consumption		(140,621)	(114,971)
Costs for services	9.2	(162,098)	(126,464)
Costs for use of third-party assets	9.3	(37,430)	(31,581)
Personnel cost	9.4	(127,286)	(115,694)
Other operating charges		(17,819)	(14,697)
Amortisation and depreciation	9.5	(78,477)	(72,887)
Write downs/Reversing of assets	12-15	(150)	(250)
Total operating costs		(515,617)	(458,355)
Operating profit		60,342	17,677

Financial income and expenses
Financial income	9.6	26,508	20,604
Financial expenses	9.6	(40,410)	(30,219)
Total financial income (expense)		(13,902)	(9,615)
Income (expense) from equity investments
Profit before taxes		46,440	8,062
Income taxes	7.9	(15,491)	(7,307)
Profit/(loss) for the period		30,949	755
Non-controlling interests
Profit/(loss) of the Group		30,949	755

Basic Earnings/(Loss) per share (in euro)	19	0.94	0.02
Diluted Earnings/(Loss) per share (in euro)	19	0.94	0.02

For more details on individual items and their composition, please refer to the "Notes to the Half Year Condensed Financial Statements" section (pp. 47-56) of the Half-Year Financial Report 2023.

Tod's Group consolidated statement of comprehensive income

EUR/000	First half 2023	First half 2022
Profit (loss) for the period (A)	30,949	755
Other comprehensive income that will be reclassified subsequently to profit and loss:
Gains/(Losses) on derivative financial instruments (cash flow hedge)	1,300	4,244
Gains/(Losses) on currency translation of foreign subsidiaries	5,088	4,539
Gains/(Losses) on net investments in foreign operations	(1,277)	(1,680)
Total other comprehensive income that will be reclassified subsequently to profit and loss (B)	5,111	7,102
Other comprehensive income that will not be reclassified subsequently to profit and loss:
Cumulated actuarial gains/(losses) on defined benefit plans	33	769
Total other comprehensive income that will not be reclassified subsequently to profit and loss (C)	33	769
Total comprehensive income (A) + (B) + (C)	36,093	8,627
Of which:
Attributable to Shareholders of the Parent company	36,093	8,627
Attributable to non-controlling interests

Tod's Group consolidated statement of cash flows

In the table below, the "Note" column shows, from time to time, the number of the explanatory note to the shortened consolidated financial statements, contained in the "Notes to the Half Year Condensed Financial Statements" section of the Half-Year Financial Report 2023, to which reference is specifically made.

EUR/000	January - June 2023	January - June 2022
Profit (loss) for the period	30,949	755
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities:
Amortizat., deprec., revaluat., and write-downs	80,472	71,927
Other non monetary expenses/(income)	5,160	3,096
Income taxes for the period	15,491	7,307
Changes in operating assets and liabilities:
Trade receivables	3,559	(933)
Inventories	(50,615)	(28,626)
Tax receivables and payables	(2,344)	(3,057)
Trade payables	(18,819)	8,055
Other assets and liabilities	(3,440)	(2,212)
Change in reserve for employee	654	472
Cash flows from operating activities	61,067	56,782
Interest (paid)/collected	(2,669)	(2,563)
Interest (paid) on lease liabilities	(8,693)	(6,055)
Income taxes (paid)/refunded	(5,688)	(3,373)
Net cash flows from operating activities (A)	44,017	44,791
Acquisitions of intangible and tangible fixed assets	(21,271)	(16,960)
Transfers of intangible and tangible fixed assets	661	653
Cash flows generated (used) in investing activities (B)	(20,610)	(16,307)
Repayment of lease liabilities	(52,751)	(48,700)
Repayment of financial liabilities	(50,000)	(21,147)
Proceeds from financial liabilities	20,000
Cash flows generated (used) in financing (C)	(82,751)	(69,847)
Translation differences (D)	4,714	4,103
Cash flow from continuing operations (E) = (A)+(B)+(C)+(D)	(54,630)	(37,260)
Cash flow from assets held for sale (F)
Cash flows generated (used) (G)=(E)+(F)	(54,630)	(37,260)
Net cash and cash equivalents at the beginning of the period	160,647	215,706
Net cash and cash equivalents at the end of the period	106,017	178,446
Change in net cash and cash equivalents	(54,630)	(37,260)

Tod's Group consolidated statement of changes in equity

January-June 2023 EUR/000	Share capital	Capital reserves	Hedging and reserve for translation	Retained earnings	Share allocated to Tod's shareholders	Total
Balance as of January 1, 2023	66,187	416,588	34,119	524,532	1,041,425	1,041,425
Profit & Loss account				30,949	30,949	30,949
Directly in equity			5,111	33	5,144	5,144
Total comprehensive income			5,111	30,981	36,093	36,093
Dividends paid
Capital increases
Share-based payments
Other (1)				(234)	(234)	(234)
Balance as of 30 June 2023	66,187	416,588	39,230	555,279	1,077,284	1,077,284

(1) These include use of the reserve for the pursuit of solidarity projects at a local level

January-June 2022 EUR/000	Share capital	Capital reserves	Hedging and reserve for translation	Retained earnings	Share allocated to Tod's shareholders	Total
Balance as of January 1, 2022	66,187	416,588	15,258	500,503	998,535	998,535
Profit & Loss account				755	755	755
Directly in equity			7,102	769	7,872	7,872
Total comprehensive income			7,102	1,524	8,627	8,627
Dividends paid
Capital increases
Share-based payments
Other
Balance as of June 31, 2022	66,187	416,588	22,360	502,027	1,007,162	1,007,162

Tod's Group statement of net financial position

EUR/000	30 June 2023	31 December 2022	Change
Cash (A)	112,434	167,709	(55,275)
Cash equivalent (B)
Other current financial assets (C)	6,893	6,597	296
Liquidity (D) = (A)+(B)+(C)	119,326	174,306	(54,980)
Current financial debts (E)	7,620	8,907	(1,287)
Current portion of non-current financial debt (F)	166,070	176,051	(9,981)
Current financial indebtedness (G) = (E)+(F)	173,689	184,958	(11,269)
Net current financial indebtedness/(surplus) (H) = (G) - (D)	54,363	10,652	43,711
Non-current financial debt (I)	531,139	536,030	(4,891)
Debt instruments (J)
Non-current trade and other payables (K)	7,153	8,338	(1,185)
Non-current financial indebtedness (L) = (I)+(J)+(K)	538,292	544,368	(6,076)
Total net financial indebtedness/(surplus) (H)+(L)	592,655	555,020	37,635

For more details on Tod's Group's net financial position, please refer to the "Notes to the Half Year Condensed Financial Statements" section (pp. 53-55) of the Half-Year Financial Report 2023.

Related party transactions

This section describes the transactions between the Issuer and related parties, as defined by IAS 24, during the six months as of 30 June 2023 and 30 June 2022.

Transactions with related parties are mainly of a commercial and financial nature and are related to transactions conducted at normal market conditions. These transactions are mainly related to the sale of products, lease of space used as sales outlets, show rooms and offices.

Tod's Group has transactions with the following related parties:

companies that are directly or indirectly controlled by Diego della Valle; and
members of the board of directors of the Issuer.

The following table details the credit and debit positions of the Issuer, towards related parties for the six-month periods ended 30 June 2023 and 30 June 2022.

EUR/000	As of 30 June 2023 Assets Liabilities			As of 30 June 2022 Assets Liabilities
	Right of use	Trade receivables	Leasing liabilities	Trade payables	Right of use	Trade receivables	Leasing liabilities	Trade payables
Parent Company (*)	52,896	300	53,832	796	48,487	416	48,753	463
Total	52,896	300	53,832	796	48,487	416	48,753	463

(*) Companies directly or indirectly controlled by Diego Della Valle.

For more details, please refer to the "Notes to the Half Year Condensed Financial Statements" section (pp. 56-60) of the Half-Year Financial Report 2023, note number 20.

Guarantees related to outstanding financing agreements

Tod's Group has not provided any guarantees related to outstanding financing agreements in favor of third parties.

B.2.8 Other recent events

Based on the Issuer's disclosures, the first half of 2023 was still characterized by a challenging macroeconomic environment, affected by strong inflationary pressure and turbulence in financial markets, marked by rising interest rates, mainly as a result of the monetary policies implemented by major central banks to counter inflation. The Issuer most recently stated in its Half-Year Financial Report 2023 that this situation, "also linked to the consequences of the reopening of the post-pandemic markets and the continuation of the conflict between Russia and Ukraine, continues to fuel a climate of uncertainty and volatility in international markets, with risks of possible recession for the main economies."

In this context, the results recorded by the Group in the first half of 2023, as illustrated in the Half-Year Financial Report 2023, "were very satisfactory, showing a 21.7% growth in revenues compared to the first six months of the previous period, with solid double-digit growth of all Group brands. The results of TOD'S and ROGER VIVIER were particularly brilliant, confirming the increasing appreciation by customers for the very high quality of their products, their craftsmanship and their style. The strong international connotation of these brands, and the strength of the direct distribution network, has allowed them to ex cel above all in the Asian markets and, in particular, in Greater China, a market that also benefited from the full resumption of business, after the restrictions imposed by local governments during the previous year, especially in mainland China, to counter the new wave of Covid-19". The Issuer said, however, that "the Mainland Chinese market, which will continue to be an important driver of growth for the luxury sector in the medium term, presents, on the other hand, an element of uncertainty regarding performance in the short term, due to signs of a slowdown in the Chinese economy that could affect the spending power and propensity to consume of customers. Chinese customers, however, are still absent in Western markets; this represents an opportunity for a possible acceleration of growth in the markets of Europe and the Americas in the near future, but the timing of the recovery of these tourist flows is not yet clear. Despite the absence of Chinese tourism, and the limited presence of Asian tourists, the European market performed well, supported by local demand, which had already shown a strong recovery in the previous year, and the presence of American customers. Although the US cluster did not particularly support the domestic market, it certainly contributed to the Group's results in Europe and Italy, which recorded double digit growth rates".

On the other hand, with regard to the distribution channel, the Issuer reported that "there was further growth, again double-digit, in sales in the online channel, whose integration with the physical channel continues to bring benefits to the Group in terms of revenues and profitability, also thanks to greater distribution efficiency. With reference to the retail distribution structure, we note the increase, compared to the first half of 2022, of the resources allocated to investments in the direct distribution network, continuing the strategy of enhancing the Group's DOS network, with 7 new openings, selected and functional to the growth of the direct channel and brand communication strategies. There were also several enhancements of existing boutiques, either through renovation or relocation, consistent with the business strategies of each brand". With reference to business strategies, the Issuer represented "a further increase in communication expenses, increasingly focused on integrated activities between traditional and digital channels, and those related to production, which returned to full capacity after the pandemic years and was characterised by a physiological increase in volumes".

For more information, please refer to the Half-Year Financial Report 2023, available on the Issuer's website at www.todsgroup.com.

Moreover, based on the Issuer's disclosures in the press release on the results for the financial year as of 31 December 2023 – available on the Issuer's website at www.todsgroup.com, section "Financial Releases" –, during the financial year as of 31 December 2023, Tod's Group "recorded double-digit growth in revenues and a strong improvement in profitability. At constant exchange rates, all brands grew double digits"; the Issuer also reported "to have achieved our yearly targets, even within a challenging international macroeconomic environment".

For more information, please refer to the Issuer's press release on the results for the financial year as of 31 December 2023, available on the Issuer's website at www.todsgroup.com, section "Financial Releases".

Notwithstanding the above, in light of the uncertainties regarding: (i) the evolution and effects of the pandemic, the adoption of measures by the national authorities regarding the prevention of contagion, and the possible financial crisis and/or economic recession that might ensue, (ii) the evolution of the conflict between Israel and Palestine and a possible escalation of political-military tensions, as well as the possible financial crisis and/or economic recession that might ensue, (iii) the evolution of the conflict between Russia and Ukraine, the possible tightening of the aforementioned sanctions and restrictive measures, and, as to the relationship between China and the United States, a possible escalation of politico-military tensions, and the possible financial crisis and/or economic recession that might ensue, as of the Date of the Offering Document, it is not possible to predict whether these might have any substantial adverse effects on the Offer and/or on the Issuer's and/or the Group's earnings, capital and/or financial conditions, compared to those resulting from the Half-Year Financial Report 2023.

In this regard, attention is drawn to the fact that the effectiveness of the Offer is subject to the MAC/MAE Condition (for more information regarding the MAC/MAE Condition and its interpretation and application, please refer to Section A, Paragraph A.1, of the Offer Document).

B.2.9 Foreseeable development of operations

With specific reference to the foreseeable evolution of operations, the Issuer's directors stated in the Half-Year Financial Report 2023 that "despite a geopolitical and macroeconomic context characterised by extreme uncertainty and volatility, considering the results, in terms of revenues and profitability, achieved in the first half of the year, and the continuation of the business strategies being implemented, it is possible to confirm expectations of solid growth for the entire year".

For more information, please refer to the Half-Year Financial Report 2023, available on the Issuer's website at www.todsgroup.com.

With reference to the future plans drawn up by the Offeror (as described in Section G, Paragraph G.2, of the Offer Document), the Offeror - taking into account the existing and reasonably foreseeable circumstances as of the date of the Offer Document - does not foresee, at present, any significant changes related to the possible impacts of the unstable macroeconomic and geopolitical scenario or the Covid-19 pandemic.

B.3 INTERMEDIARIES

Intesa Sanpaolo S.p.A. is the entity in charge of coordinating the collection of acceptances (the "Intermediary in Charge of Coordinating the Collection of Acceptances").

The intermediaries in charge of collecting acceptances to the Offer, authorized to carry out their activities through subscription and delivery of the Acceptance Forms (the "Designated Intermediaries"), are:

(i) Intesa Sanpaolo S.p.A.;
(ii) Banca Akros S.p.A. Gruppo Banco BPM;
(iii) Banca Monte dei Paschi di Siena S.p.A.;
(iv) BNP Paribas S.A. Succursale Italia;
(v) Equita SIM S.p.A.

Acceptance Forms may also be received by the Designated Intermediaries through all depository intermediaries authorized to offer financial services, members of the centralized management system at Euronext Securities Milan (the "Depository Intermediaries").

The Designated Intermediaries will collect acceptances to the Offer and hold on deposit the Shares tendered. Acceptances will be received by the Designated Intermediaries: (i) directly through the collection of Acceptance Forms from the Adherents to the Offer, or (ii) indirectly through the Depository Intermediaries, who will collect the Acceptance Forms from the Adherents to the Offer.

The Designated Intermediaries or, in the hypothesis referred to in point (ii) above, the Depository Intermediaries, will verify the regularity and conformity of the Acceptance Forms and the Shares with the terms of the Offer and will arrange for the payment of the Consideration, according to the terms and timing indicated in Section F of the Offer Document.

On the Payment Date (or, if applicable, on the Payment Date following Reopening of Terms), the Intermediary In Charge of Coordinating the Collection of Acceptances will transfer the Shares tendered during the Acceptance Period (or, if applicable, during the Reopening of Terms, if applicable) to a securities deposit account in the Offeror's name.

It should be noted that at the Intermediary in Charge of Coordinating the Collection of Acceptances, as well as at the registered office of the Issuer, the Offer Document, its annexes, the Acceptance Form, as well as the documents indicated in Section N of the Offer Document.

B.4 GLOBAL INFORMATION AGENT

Georgeson S.r.l. has been appointed by the Offeror as the global information agent, i.e., the person in charge of providing information related to the Offer to all Issuer's Shareholders (the "Global Information Agent").

For the purpose of carrying out its activities in connection with the Offer, the Global Information Agent has set up a dedicated e-mail account, [email protected], and toll-free number 800 123 793. For anyone calling from abroad, the number 06 45230192 is available. These telephone numbers will be active for the entire duration of the Acceptance Period, on weekdays, from 9.00 a.m. to 6:00 p.m. (Central European Time).

The reference website of the Global Information Agent is www.georgeson.com/it.

C. CATEGORIES AND QUANTITIES OF THE FINANCIAL INSTRUMENTS OVER WHICH THE OFFER IS PROMOTED

C.1 CATEGORY OF THE FINANCIAL INSTRUMENTS OVER WHICH THE OFFER IS PROMOTED AND RELATED QUANTITIES

The Offer is promoted exclusively in Italy and over a maximum of 9,255,498 Shares, representing, as of the Date of the Offer Document, 27.968% of the Issuer's share capital.

The Offer Shares correspond to all the outstanding Shares as of the Date of the Offer Document, less: (i) no. 21,180,411 Shares, representing, as of the Date of the Offer Document, 64% of the Issuer's share capital and 73.36% of the voting rights exercisable in the shareholders' meetings of the Issuer as a result of the Double Voting, constituting the DDV and Minority Shareholder Aggregate Shares; and (ii) no. 2,657,630 Shares, representing, as of the Date of the Offer Document, 8.031% of Tod's share capital and 4.603% of the voting rights exercisable at the Issuer's shareholders' meetings, constituting the Offeror Stake acquired by the Offeror and the Persons Acting in Concert during the period between 12 February 2024 and the Date of the Offer Document at a unitary price per Share not exceeding the Consideration.

The Offer is addressed, indiscriminately and on equal terms, to all holders of the Offer Shares.

During the Acceptance Period, as may be reopened extended in accordance with applicable laws and regulations or reopened as a result of the Reopening of Terms, as well as during the procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA, the Offeror reserves - directly or indirectly, including through its Persons Acting in Concert - the right to purchase Shares outside the Offer, within the limits set forth in applicable legal and regulatory provisions. Such purchases will be communicated to CONSOB and the market, pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulations.

The Offer Shares tendered to the Offer must be freely transferable to the Offeror and free from encumbrances and encumbrances of any kind or nature, whether real, obligatory or personal.

As of the Date of the Offer Document, the Issuer does not own, directly or through subsidiaries, trusts or intermediaries, any Shares.

As of the Date of the Offer Document, the Issuer has not issued any convertible bonds, warrants, and/or financial instruments granting voting rights, even limited to specific matters, at ordinary and extraordinary shareholders' meetings, and/or other financial instruments that may grant third parties, in the future, rights to acquire Shares or, more simply, voting rights, even limited.

C.2 CONVERTIBLE FINANCIAL INSTRUMENTS

The Offer does not relate to convertible financial instruments.

C.3 AUTHORIZATION

It should be noted that the Offer is subject inter alia, to the fulfilment of the Authorizations Condition. In this respect, the following should be noted.

On 12 March 2024, the Federal Competition Authority of Germany (Bundeskartellamt) issued the clearance pursuant to the applicable local laws.

Based on the information available to it, the Offeror has not identified any additional prior antitrust or other authorities' approvals under applicable foreign direct investment regulations necessary for the completion of the Offer.

D. FINANCIAL INSTRUMENTS OF THE ISSUER OR HAVING AS UNDERLYING SUCH INSTRUMENTS HELD BY THE OFFEROR AND THE PERSONS ACTING IN CONCERT, INCLUDING THROUGH NOMINEES OR INTERMEDIARIES

D.1 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS ISSUED BY THE ISSUER HELD BY THE OFFEROR, SPECIFYING THE OWNERSHIP TITLE AND VOTING RIGHT

As of the Date of the Offer Document:

(i) the Offeror does not hold directly or through subsidiaries, trusts or intermediaries, Shares or other financial instruments issued by the Issuer or having as underlying such instruments;
(ii) L Catterton holds no. 2,657,630 Shares, representing 8.031% of Tod's share capital and 4.603% of the voting rights exercisable at the Issuer's shareholders' meetings, as a result of Share purchase transactions carried out in the period between 12 February 2024 and the Date of the Offer Document communicated by the Offeror to CONSOB and the market pursuant to Article 41, paragraph 2, letter c) of the Issuers' Regulations.

D.2 CONTRACTS OF REPURCHASE, SECURITIES LENDING, USUFRUCT OR PLEDGE, OR FURTHER COMMITMENTS ON THE SAME INSTRUMENTS

As of the Date of the Offer Document, neither the Offeror, nor, to the Offeror's knowledge, the Persons Acting in Concert have entered into any pledge or repurchase agreements, established usufruct rights, or made any further commitments relating to the Issuer's financial instruments, either directly or through trust companies or intermediaries or through subsidiaries.

D.3 FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE PERSONS ACTING IN CONCERT

On the Date of the Offer Document, Diego Della Valle owns, directly and indirectly through DIVI and DDV & C., overall no. 21,061,196 Shares, representing 63.64% of the share capital and 72.95% of the voting rights exercisable at the Issuer's shareholders' meetings. In particular, Diego Della Valle owns:

(i) directly, no. 252,000 Shares, representing 0.76% of the share capital and 0.87% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting (representing Diego Della Valle Shares);
(ii) indirectly, through DDV, no. 4,166,139 Shares, representing 12.59% of the share capital and 14.43% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting (representing DDV & C. Shares); and
(iii) indirectly, through DIVI, no. 16,643,057 Shares, representing 50.29% of the share capital and 57.65% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting (representing DIVI Shares),

The other Persons Acting in Concert own the following shareholdings:

(i) Andrea Della Valle owns no. 268,716 Shares, representing 0.81% of the share capital and 0.93% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting;
(ii) Minority Shareholder owns no. 3,309,900 Shares, representing 10% of the share capital and 11.46% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting.

E. CONSIDERATION PER SHARE AND RELEVANT JUSTIFICATION

E.1 CONSIDERATION PER SHARE AND ITS DETERMINATION

The Consideration offered by the Offeror, per each Offer Share tendered to the Offer, is equal to EUR 43.00 (forty-three/00) (cum dividend) and will be fully paid in cash on the Payment Date (or, for the Offer Shares tendered during the Reopening of Terms, on the Payment Date following Reopening of Terms).

The Consideration has been determined on the assumption that the Issuer will not approve and make any distribution of ordinary or extraordinary dividends from profits or reserves also taking into account that, pursuant to the Framework Agreement, the Majority Shareholders undertook not to submit nor vote in favor of any distribution or payment of ordinary or extraordinary dividends or reserves until 31 December 2024 (included). With the press release published on 12 March 2024, the board of directors of the Issuer announced that it resolved to submit to the 2024 Shareholders' Meeting the proposal not to resolve upon the distribution of dividends.

The Consideration is understood to be net of stamp duty, to the extent due, and of fees, commissions and expenses, which will be borne by the Offeror. The substitute tax capital gains, if due, will instead remain upon the adherents to the Offer.

The Consideration was determined through independently conducted assessments taking into account, among other things, the following elements:

(i) the official price per Share recorded on the Reference Date (i.e., the Trading Day preceding the Announcement Date);
(ii) the arithmetic average on the volume of the official prices recorded by the Shares in certain time intervals i.e., 1 (one), 3 (three), 6 (six), 12 (twelve) months prior the Reference Date (included); and
(iii) target prices resulting from financial analysts' research publicly available prior to the Announcement Date and, in any case, not before November 2023.

It should be noted that no opinions prepared by independent expert were obtained and/ or used to determine the Consideration and/or assess its fairness.

Lastly, it should be noted – for information purposes only – that the Consideration incorporates a premium of 7.50% with respect to the placement price of the Shares set in the context of the global offer functional to the admission to trading of the Share on Euronext Milan (formerly "Mercato Telematico Azionario") which took place on 6 November 2000, equal to EUR 40.00 per Share.

Below a brief description of the main criteria followed in determining the Consideration.

E.1.1 Listing price on the day prior the announcement of the Offer

On the Reference Date (9 February 2024, i.e., the Trading Day prior the Announcement Date), the official price of the Shares was EUR 36.57. Therefore, the Consideration incorporates a premium equal to 17.59% over that price.

E.1.2 Arithmetic averages on volumes over different time frames

The following table compares the Consideration with the arithmetic average on volumes of the official prices recorded in each of the previous 1 (one), 3 (three), 6 (six), and 12 (twelve) months prior the Reference Date (included).

Time reference	Weighted arithmetic average (in EUR)	Difference between the Consideration and the weighted arithmetic average (in EUR)	Difference between the Consideration and the weighted arithmetic average (in % compared to the weighted arithmetic average)
1 month before the Reference Date	32.76	10.24	31.25%
3 months before the Reference Date	32.82	10.18	31.04%
6 months before the Reference Date	33.77	9.23	27.35%
12 months before the Reference Date	35.66	7.34	20.58%

(*) Source: Borsa Italiana, FactSet.

E.1.3 Target prices

The Consideration was also determined taking into consideration the target prices disclosed by financial analysts prior the Announcement Date and which are reported in the table below.

Please note that, for each financial analyst in the table below, the latest publicly available report as of the Announcement Date was considered, implying a period of time considered going from 8 November 2023 to 9 February 2024.

The Consideration incorporates an award of 20.29% over the average of the target prices and 21.13% over the median of them.

Financial analyst	Date of publication	(in EUR) Target price
Mediobanca	07/02/2024	40.00
Intermonte	01/02/2024	35.80
Societe Generale	29/01/2024	34.00
Intesa Sanpaolo	26/01/2024	35.50
Equita SIM	25/01/2024	35.50
Kepler Cheuvreux	25/01/2024	38.00
Morgan Stanley	24/01/2024	30.00
Goldman Sachs	24/01/2024	42.90
Citi	24/01/2024	35.00
Barclays	24/01/2024	33.00
UBS	24/01/2024	34.50
J.P. Morgan	11/01/2024	35.50
Stifel	05/01/2024	34.00
Bryan Garnier & Co.	20/12/2023	45.00
BNP Paribas Exane	07/12/2023	30.00

Bank of America Merrill Lynch	22/11/2023	33.00
Deutsche Bank	08/11/2023	36.00
Average		35.75
Median		35.50

Source: Bloomberg, reports published by analysts.

E.2 OVERALL CONSIDERATION OF THE OFFER

In the event of full adherence to the Offer by all the holders of the Offer Shares, the overall maximum consideration of the Offer, calculated on the basis of the Consideration equal to EUR 43.00 (fourtythree/00) (cum dividend) per Share, will be equal to EUR 397,986,414 (the "Maximum Disbursement").

E.3 COMPARISON OF THE CONSIDERATION WITH SOME INDICATORS RELATING TO THE ISSUER

The following table shows the key indicators relating to the Issuer, referring to the financial years as of 31 December 2023, 31 December 2022 and 31 December 2021. For further details, please refer to Tod's press release on the results for the financial year as of 31 December 2023, available on the Issuer's website, at www.todsgroup.com, Section "Financial Releases".

	31 December 2023	31 December 2022	31 December 2021
Revenues (mln EUR) (1)	1.126,7	1.007,0	883.8
EBITDA (mln EUR) (2)	253.9	207.2	160.8
EBIT (mln EUR) (2)	94.7	58.2	24.2
Group net income (mln EUR)	50.0	23.1	(5.9)
Group net income per share (EUR)	1.51	0.70	(0.18)
Dividends (mln EUR)	-	-	-
Dividends per share (EUR)	-	-	-
Cash Flow(3) (mln EUR)	22.3	29.0	104.2
Cash Flow per Share (EUR)	0.67	0.88	3.15
Group net assets (mln EUR)	1,090.6	1.041,4	998.5
Group net assets per share (EUR)	32.96	31.47	30.17
Number of issued shares - in millions (a)	33.1	33.1	33.1
Number of treasury shares - in millions (b)	-	-	-
Number of outstanding shares - in millions (c = a - b)	33.1	33.1	33.1

(1) Sales revenue

(2) Reflect the application of IFRS 16 accounting standard.

(3) Calculated as net cash flows from operational management minus leasing liability repayments, as shown in the Issuer's consolidated statement of cash flows.

Source: Tod's consolidated financial statements (2023, 2022 and 2021).

With reference to the Consideration, the following table shows a selection of multipliers, most widely used in the relevant industry, related to the Issuer:

(i) EV / Revenues, represents the relation between (a) Enterprise Value (EV), calculated as the algebraic sum of capitalization defined on the basis of the Consideration, net financial position, employees benefit provisions, minority interest equity, net of investments in affiliates accounted for under the equity method, and (b) Revenues;

(ii) EV / EBITDA, represents the relation between (a) Enterprise Value (EV) and (b) EBITDA;
(iii) EV / EBIT, represents the relation between (a) Enterprise Value (EV) and (b) EBIT;
(iv) P / E, represents the relation between (a) the capitalization defined on the basis of the Consideration and (b) the Group's profit;
(v) P / BV, represents the relation between (a) the capitalization defined on the basis of the Consideration and (b) the Group's net assets (so-called "book value");
(vi) P / Cash Flow represents the relation between (a) capitalization defined on the basis of the Consideration and (b) the Group's Cash Flow (calculated as net cash flows from operational management minus leasing liability repayments).

Price multipliers	31 December 2023	31 December 2022	31 December 2021
Capitalization(1) (mln EUR)	1,423	1,423	1,423
EV(2) (mln EUR)	2,050	2,050	2,050
EV / Revenues (x)	1.8x	2.0x	2.3x
EV / EBITDA(3) (x)	8.1x	9.9x	12.7x
EV / EBIT(3) (x)	21.6x	35.2x	84.9x
P / E (x)	28.5x	61.7x	ns.
P / BV (x)	1.3x	1.4x	1.4x
P / Cash flow (x)	63.9x	49.1x	13.7x

(1) Capitalization calculated on the basis of the Consideration.

(2) Items included in the EV calculation, capitalization excluded, refer to 31 December 2023.

(3) Reflect the application of IFRS 16 accounting standard.

Source: Tod's consolidated financial statements (2023, 2022 and 2021).

The business model of Tod's exhibits distinctive characteristics that render the comparison of the Issuer with other listed companies not particularly meaningful. However, for illustrative purposes only, the Issuer's multipliers were compared with similar multipliers calculated on financial years 2023, 2022, and 2021 relating a sample of Italian and international listed companies operating in the Issuer's main business sectors.

Below a brief description of the considered companies:

(i) Burberry: Burberry Group plc is a British, London-based group founded in 1856 active in the design and sale of clothing and accessories through the Burberry brand. The company is listed on the London Stock Exchange.
(ii) Dr. Martens: Dr. Martens Plc is a British company engaged in the manufacture and sale of footwear. The company offers boots, shoes, sandals, shoe care products, laces, and socks. The company is listed on the London Stock Exchange.
(iii) Ermenegildo Zegna: Ermenegildo Zegna N.V., Milan-based, is a group active in the creation, production and distribution of luxury men's clothing and accessories, under the Zegna brand, and women's clothing, men's clothing and accessories, under the Thom Browne brand. The company is listed on the New York Stock Exchange.
(iv) Geox: Geox S.p.A. is a group active in the creation, production and distribution of footwear and apparel characterized by the application of innovative and technological solutions capable of ensuring breathability and waterproofness. The company is listed on Euronext Milan.
(v) Puma: Puma SE, headquartered in Germany, is a sports and sports lifestyle products group. It includes footwear, apparel and accessories. Its brands include Puma and Cobra Golf. The company is listed on the Frankfurt Stock Exchange.
(vi) Salvatore Ferragamo: Salvatore Ferragamo S.p.A. is a group operating in the luxury sector, headquartered in Florence, active in the creation, production and sale of footwear, leather goods, clothing, silk products and other accessories, for men and women. Salvatore Ferragamo is listed on Euronext Milan.

Company (1) (3) (5)		EV / Revenues (x) EV / EBITDA (x)		EV / EBIT (x)
	2023	2022	2021	2023	2022	2021	2023	2022	2021
Burberry	n.a.	1.8x	1.9x	n.a.	5.6x	6.6x	n.a.	8.5x	10.6x
Dr. Martens	n.a.	1.3x	1.4x	n.a.	5.3x	4.8x	n.a.	6.8x	5.6x
Ermenegildo Zegna	1.9x	2.4x	2.8x	n.a.	11.3x	15.2x	n.a.	24.8x	43.7x
Salvatore Ferragamo	2.2x	2.0x	2.2x	9.6x	8.7x	8.4x	31.1x	21.5x	18.4x
Geox	0.7x	0.7x	0.8x	5.8x	7.8x	24.7x	32.9x	ns.	ns.
Puma	0.9x	0.9x	1.1x	8.1x	7.6x	9.0x	13.2x	11.7x	13.9x
Average of companies of the sample	1.4x	1.5x	1.7x	7.8x	7.7x	11.5x	25.7x	14.7x	18.4x
Median of the companies of the sample	1.4x	1.5x	1.7x	8.1x	7.7x	8.7x	31.1x	11.7x	13.9x
Tod's(2)	1.8x	2.0x	2.3x	8.1x	9.9x	12.7x	21.6x	35.2x	84.9x
Company (1) (3) (5)	2023	P / E (x) 2022	2021	2023	P / BV (x) 2022	2021	2023	P / Cash Flow (x) 2022	2021
Burberry	n.a.	9.3x	11.5x	n.a.	3.0x	2.8x	n.a.	8.4x	9.2x
Dr. Martens	n.a.	6.3x	4.5x	n.a.	2.0x	2.5x	n.a.	19.2x	5.5x
Ermenegildo Zegna	n.a.	56.3x	ns.	n.a.	4.3x	4.8x	n.a.	ns.	16.0x
Salvatore Ferragamo	78.1x	29.2x	24.3x	2.8x	2.7x	2.7x	ns.	13.4x	7.4x
Geox	ns.	ns.	ns.	n.a.	1.6x	1.4x	n.a.	5.4x	9.3x
Puma	19.9x	17.2x	19.6x	2.4x	2.5x	2.7x	15.6x	29.3x	22.8x

Average of companies of the sample	49.0x	23.7x	15.0x	2.6x	2.7x	2.8x	15.6x	15.1x	11.7x
Median of the companies of the sample	49.0x	17.2x	15.6x	2.6x	2.6x	2.7x	15.6x	13.4x	9.2x
Tod's(2)	28.5x	61.7x	ns.	1.3x	1.4x	1.4x	63.9x	49.1x	13.7x

(1) The EV of the companies was calculated on the basis on their market capitalization as of 9 February 2024 (considering the number of outstanding shares net of treasury shares as resulting from FactSet). The items included in the EV calculation (third parties net assets, net financial position, employees benefit provisions, net of investments in affiliates accounted for under the net assets method) refer to the latest financial data recorded prior to the Date of the Offer Document as resulting from FactSet. The financial metrics (revenues, EBITDA, EBIT, the group's profit, book value, and cash flow as resulting from FactSet) refer to the financial years as of 31 December 2023, 31 December 2022, and 31 December 2021 (Burberry excluded, whose metrics refer to the financial years as of 1 April 2023 and 2 April 2022; and Dr. Martens, whose metrics refer to the financial years as of 31 March 2023 and 31 March 2022).

(2) The EV of the Issuer was calculated on the basis of the Consideration. The remaining items included in the EV calculation refer to 31 December 2023. The financial metrics (revenue, EBITDA, EBIT, the Group's net income, net assets, and Cash Flow) refer to the financial years as of 31 December 2023, 31 December 2022, and 31 December 2021.

(3) Multipliers reflect the application of IFRS 16 accounting standard.

(4) "ns." to indicate multipliers not significant as greater than 100.0x or negative; "n.a." to indicate multipliers based on financials not yet published or available on FactSet as of the Date of the Offer Document.

Sources: FactSet.

While reiterating the aforementioned limited significance of the market multipliers method in this context given the only partial comparability between the Issuer and the sample of comparable companies, we also signal that average and median 2023 metrics are even less comparable to the Issuer's (and to previous years) as 2023 figures are not available on FactSet as of the Date of the Offer Document for all companies in the sample. However, considering the progression 2021, 2022 and 2023 the multipliers EV / Revenues and EV / EBITDA calculated on the basis of the Consideration are generally in line with those of the comparable companies presented, while the multiplier EV / EBIT is significantly above the average and median of the comparable companies for 2022 and 2021. The remaining multipliers (i.e., P / E, P / BV and P / Cash Flow) are less relevant given the limited applicability of such multipliers to companies operating in the sector of the Issuer. Such references have been reported in this document only for completeness and pursuant to the provisions of the Issuers' Regulations.

The previously reported multipliers were developed on the basis of publicly available historical data and information and on the basis of subjective parameters and assumptions, defined according to commonly applied methodologies. The multipliers are shown for further information and illustration and for information purposes only, without any claim to completeness. The data refer to companies considered potentially comparable and, in some cases, only partially comparable; therefore, such data may not be relevant and unrepresentative when considered in relation to Tod's specific economic, equity and financial situation or to the reference economic context.

These multipliers have been prepared solely for the purpose of inclusion in the Offer Document and in implementation of the requirements of the rules governing the content of the Offer Document. They may therefore not be the same in different, albeit similar, transactions. The existence of different market conditions could also lead, in good faith, to analyses and evaluations, in whole or in part, different from those represented.

E.4 MONTHLY WEIGHTED ARITHMETIC AVERAGE OF THE OFFICIAL PRICES RECORDED BY THE ISSUER'S ORDINARY SHARES DURING THE TWELVE MONTHS PRECEDING THE DATE OF THE OFFEROR'S COMMUNICATION

The following table shows the arithmetic averages, weighted by daily volumes, of official Share prices recorded in each of the twelve months preceding the Announcement Date.

Month	Total volumes (in thousands of shares)	Total countervalue (in thousands EUR)	Weighted average price per share (in EUR)	Difference between the Consideration and the average price per share (in EUR)	Difference between the Consideration and the average price per share (in % from the average price)
1-9 February, 2024	546	19,220	35.23	7.77	22.06%
January 2024	2,521	80,348	31.87	11.13	34.92%
December 2023	1,098	37,381	34.05	8.95	26.27%
November 2023	1,682	54,789	32.57	10.43	32.03%
October 2023	1,165	37,326	32.04	10.96	34.21%
September 2023	1,512	56,458	37.34	5.66	15.16%
August 2023	718	27,872	38.80	4.20	10.82%
July 2023	1,166	48,600	41.68	1.32	3.17%
June 2023	669	25,782	38.56	4.44	11.52%
May 2023	1,316	50,936	38.70	4.30	11.11%
April 2023	911	35,248	38.67	4.33	11.20%
March 2023	1,816	65,112	35.86	7.14	19.91%
10-28 February, 2023	688	24,642	35.81	7.19	20.07%
Last 12 months	15,808	563,714	35.66	7.34	20.58%

Source: Borsa Italiana, Fact Set.

In the chart below are also shown the trends in the official prices of the Issuer's Shares and the "FTSE Italia All Share" index in the time interval between 10 February 2023 (i.e., 12 months before the Announcement Date, 10 February 2024) and 21 March 2024 (i.e., the Trading Day prior to the Date of the Offer Document). Please note that the official price of the Shares on 21 March 2024 (i.e., the Trading Day prior to the Date of the Offer Document), was EUR 42.76.

E.5 INDICATION OF THE VALUES ATTRIBUTED TO THE ISSUER'S SHARES IN FINANCIAL TRANSACTIONS DURING THE LAST FINANCIAL YEAR AND THE CURRENT YEAR

To the best of the Offeror's knowledge, during the financial year as of 31 December 2023 and in the current financial year, the Issuer has not entered into any financial transactions that have resulted in a valuation of the Shares.

E.6 INDICATION OF THE VALUES AT WHICH THE OFFEROR HAS MADE PURCHASES AND SALES TRANSACTIONS ON THE SHARES IN THE LAST TWELVE MONTHS, WITH AN INDICATION OF THE NUMBER OF FINANCIAL INSTRUMENTS PURCHASED AND SOLD

Without prejudice to the below, during the past twelve months, the Offeror and the Persons Acting in Concert - directly or through trust companies or intermediaries - have not engaged in any transactions involving the purchase and/or sale of Shares.

It should be noted that, as communicated by the Offeror to CONSOB and the market pursuant to Article 41, paragraph 2, letter c) of the Issuers' Regulations, in the period between 12 February 2024 and the Date of the Offer Document, L Catterton carried out Share purchase transactions such that, as of the Date of the Offer Document, L Catterton holds a total of no. 2,657,630 Shares, representing 8.031% of Tod's share capital and 4.603% of the voting rights exercisable at the Issuer's shareholders' meetings. It should be noted that the above purchase transactions were carried out at a consideration per Share not exceeding the Consideration.

Below is a table summarizing the Share purchase transactions – communicated by the Offeror to CONSOB and the market pursuant to Article 41, paragraph 2, letter c) of the Issuers' Regulations – carried out by L Catterton in the period between 12 February 2024 and the Date of the Offer Document.

DATE OF THE TRANSACTION	TRADING VENUE	TYPE OF NUMBER OF SHARES TRANSACTION		AVERAGE WEIGHTED PRICE (EURO)
12 February 2024	AQEA, AQED, AQEU, BATP, BEUP, CEUD, CEUO, CEUX, CHIXD, DXE, JPSI, LISZ, LNEQ, MI, TQEM, TQEX, XPOS	Purchase	1,261,844	42.879789
13 February 2024	AQED, AQEU, BATP, BEUP, CEUD, CEUO, CEUX, CHIXD, DXE, MI, TQEM, TQEX, XPOS	Purchase	111,493	42.996639
14 February 2024	AQED, AQEU, BATP, BEUP, CEUO, CEUX, CHIXD, DXE, MI, TQEA, TQEM, TQEX, XPOS	Purchase	96,475	42.998646
15 February 2024	AQED, AQEU, CEUD, CEUX, DXE, MI	Purchase	23,398	42.999775
16 February 2024	AQEU, BATP, BEUP, CEUD, CEUX, DXE, MI, TQEX, XPOS	Purchase	83,720	43.0000
19 February 2024	AQEU, BATP, BEUP, CEUO, CEUX, DXE, LISZ, MI, TQEX	Purchase 83,982		43.0000
20 February 2024	AQED, AQEU, BATP, CEUD, CEUX, CHIXD, DXE, MI, TQEX	Purchase	51,597	42,99970
21 February 2024	AQEU, CEUX, DXE, MI	Purchase	32,637	43.0000
22 February 2024	AQEU, BATP, BEUP, CEUX, DXE, MI, TQEX	Purchase	83,241	43.0000
23 February 2024	CEUX, DXE, MI	Purchase	68,237	43.0000
26 February 2024	MI, BEUP	Purchase	11,025	43.0000
27 February 2024	BATP, BEUP, CEUO, CEUX, DXE, MI, TQEX	Purchase	111,885	43.0000
28 February 2024	AQEU, BEUP, CEUX, DXE, MI, TQEX	Purchase	48,880	43.0000
29 February 2024	BEUP, CEUO, CEUX, DXE, MI, TQEX	Purchase	35,073	43.0000
1° March 2024	MI	Purchase	36,393	43.0000
4 March 2024	AQEU, BATP, BEUP, CEUX, DXE, MI, TQEX	Purchase	44,868	43.0000
5 March 2024	AQEU, BEUP, CEUX, DXE, MI	Purchase	29,856	43.0000

6 March 2024	AQEU, BEUP, CEUX, DXE, MI	Purchase	12,108	43.0000
7 March 2024	BEUP, CEUX, DXE, MI	Purchase	102,242	43.0000
8 March 2024	AQEU, BATP, BEUP, CEUX, DXE, MI	Purchase	71,043	43.0000
11 March 2024	AQEU, BATP, BEUP, CEUX, DXE, MI, TQEX	Purchase	57,013	43.0000
12 March 2024	AQEU, BATP, CEUX, DXE, MI, TQEX	Purchase	32,268	43.0000
13 March 2024	BATP, CEUO, CEUX, DXE, MI, TQEX	Purchase	36,396	43.0000
14 March 2024	BEUP, CEUX, DXE, MI	Purchase	68,574	43.0000
15 March 2024	AQEU, BATP, BEUP, CEUX, DXE, MI, TQEX	Purchase	28,451	43.0000
18 March 2024	BATP, BEUP, CEUX, MI	Purchase	34,931	43.0000

F. TERMS AND MODALITIES TO TENDER TO THE OFFER, DATES AND MODALITIES FOR PAYMENT OF CONSIDERATION AND RETURN OF SHARES

F.1 TERMS AND MODALITIES SET FORTH TO TENDER TO THE OFFER

F.1.1 Acceptance Period

The Acceptance Period of the Offer, agreed with Borsa Italiana, pursuant to Article 40, paragraph 2, of the Issuers' Regulations, will commence at 8:30 (Italian time) on 25 March 2024 and will end at 17:30 (Italian time) on 8 May 2024 (extremes included), without prejudice to any extensions of the Acceptance Period.

Therefore, 8 May 2024 will represent the date of closure of the Offer, without prejudice to any extensions of the Acceptance Period.

The Offeror will notify any changes to the Offer, in accordance with the applicable laws and regulations. If the Offeror exercises its right to make changes to the Offer on the last day available to it (i.e., the day before the day scheduled for the end of the Acceptance Period), the end of the Acceptance Period shall not occur in a period of less than 3 (three) Trading Days from the date of publication of the changes made in accordance with the applicable laws and regulations.

No later than the Trading Day following the Payment Date, the Acceptance Period shall be reopened for 5 (five) Trading Days upon the occurrence of the circumstances referred to in Article 40-bis, paragraph 1(b) of the Issuers' Regulations and, in particular, pursuant to article 40-bis, paragraph 1, letter b), no. 2, of the Issuers' Regulations if the Offeror has acquired, during the Acceptance Period, at least half of the Offer Shares (the "Reopening of Terms").

However, pursuant to Article 40-bis, paragraph 3, of the Issuer's Regulations, the Reopening of Terms will not take place:

(i) in the event that, at least 5 (five) Trading Days prior to the closing of the Acceptance Period, the Offeror announces that it has acquired at least half of the Offer Shares;
(ii) in the event that, at the end of the Acceptance Period, the Offeror (jointly with the Persons Acting in Concert) comes to hold a stake such as to trigger the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (i.e. more than 90% of the Issuer's share capital), the Offeror having declared its intention not to restore the free float, or the Right to Purchase pursuant to Article 111 of CFA and the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA (i.e. at least 95% of the Issuer's share capital); or
(iii) the Shares are subject to one or more competing offers.

The Offer Shares may be tendered to the Offer during the Acceptance Period or during any Reopening of Terms.

F.1.1 Terms and modalities to tender

Adherences, during the Acceptance Period or the potential Reopening of Terms, if any, by the holders of the Offer Shares (or the representative who has the authority to do so) are irrevocable, with the result that, following acceptance of the Offer, it will not be possible to assign or make other acts of disposition of the Offer Shares for the entire period during which they remain bound serving the Offer (except in cases of revocation permitted by applicable law, to join competing offers, pursuant to Article 44 of the Issuers' Regulations).

Acceptance to the Offer shall be made exclusively by signing and delivering to a Designated Intermediary a relevant acceptance form (the "Acceptance Form"), duly completed in its entirety, with simultaneous deposit of the Shares, with said Designated Intermediary.

Issuer's Shareholders who intend to accept the Offer may also deliver the Acceptance Form and deposit the Offer Shares indicated therein with the Depository Intermediaries, provided that the delivery and deposit are made in sufficient time to enable the Depository Intermediaries to arrange for the deposit of the Shares with the Intermediary in Charge of Coordinating the Collection of Acceptances, no later than the last day of the Acceptance Period, or, where applicable, no later than the last day of the potential Reopening of Terms.

The Shares are subject to the securities dematerialization regime provided by Articles 83-bis et seq. of the CFA, as well as the Regulations adopted by CONSOB and Bank of Italy resolution of 22 February 2008, as amended and supplemented.

Those who intend to tender their Shares to the Offer must be holders of the Shares in dematerialized form, duly registered in a securities account with one of the Depository Intermediaries, and must apply to the respective intermediaries for the provision of appropriate instructions.

The execution of the Acceptance Form, therefore, in view of the aforementioned dematerialized securities regime, will also be valid as an irrevocable instruction given by the individual holder of Shares to the Intermediary in Charge of Coordinating the Collection of Acceptances or to the relevant Depository Intermediary, with whom the Shares are deposited in a securities account, to transfer the aforementioned Shares into escrow accounts with said intermediaries, in favor of the Offeror.

The Depository Intermediaries, as proxies, shall countersign the Acceptance Forms. It remains the sole responsibility of the Shareholders to bear the risk that the Depository Intermediaries do not deliver the Acceptance Forms and, if applicable, do not deposit the Shares with the Intermediary in Charge of Coordinating the Collection of Acceptances by the last valid day of the Acceptance Period or, if applicable, by and no later than the last day of the potential Reopening of Terms.

Upon acceptance of the Offer and deposit of the Shares by signing the Acceptance Form, a mandate will be given to the Designated Intermediaries and the Depository Intermediary, if applicable, to carry out all the necessary and preparatory formalities for the transfer of the Offer Shares, at whose expense will be the related cost.

The Shares tendered to the Offer shall be freely transferable to the Offeror and free from encumbrances and encumbrances of every kind and nature, whether real, obligatory or personal.

Throughout the period during which the Shares will be encumbered by the Offer and, therefore, until the Payment Date, or, in the event of any Reopening of Terms, the Payment Date as a result of the Reopening of Terms, the Adherents to the Offer will be able to exercise the property rights (i.e., option rights) and corporate rights (such as voting rights) relating to the Shares, which will remain in the ownership of the same Adherents. Therefore, Adherents will retain the right to participate in, and vote at, the 2024 Shareholder's Meeting.

Tenders to the Offer during the Acceptance Period or the Reopening of Terms by minors or persons entrusted to guardians or curators (tutori o curatori), pursuant to the applicable laws, signed by those exercising parental authority, guardianship or curatorship, if not accompanied by the authorization of the tutelary judge, will be accepted conditionally and will not be counted for the purpose of determining the percentage of acceptance to the Offer, and their payment will be made in any case only after authorization has been obtained.

Only Shares that are, at the time of acceptance, duly registered and available in a securities account held by the Adherent to the Offer and opened by the latter with an intermediary participating in the centralized management system at Euronext Securities Milan may be tendered to the Offer. In particular, Shares resulting from purchase transactions carried out on the market may be tendered to the Offer only after the settlement of such transactions has taken place within the settlement system.

The effectiveness of the Offer is subject to the Conditions to the Offer set forth in Section A, Paragraph A.1 of the Offer Document, to which please refer for further information.

F.2 TITLE TO AND EXERCISE OF ADMINISTRATIVE AND PROPERTY RIGHTS PERTAINING TO THE SHARES TENDERED PENDING THE OFFER

The Offer Shares tendered to the Offer will be transferred to the Offeror on the Payment Date (or, in the event of a Reopening of Terms, on the Payment Date upon the Reopening of Terms).

Until the Payment Date (or, in the case of a Reopening of Terms, until the Payment Date a Result of the Reopening of Terms), the Shareholders will retain and may exercise the property and administrative rights arising from ownership of the Shares including, therefore, the right to attend, and vote at, the 2024 Shareholder's Meeting; however, Shareholders who have accepted the Offer will not be able to transfer, in whole or in part, their Shares and, in any case, to carry out acts of disposition (including pledges or other encumbrances) having as their object the Shares themselves, other than accepting any competing offers or raises pursuant to Article 44 of the Issuers' Regulations. During the same period, no interest will be payable by the Offeror (or by the Persons Acting in Concert) on the Consideration.

F.3 COMMUNICATIONS REGARDING THE COURSE AND RESULTS OF THE OFFER

During the Acceptance Period and during the potential Reopening of Terms, the Intermediary in Charge of Coordinating the Collection of Acceptances will communicate, on a daily basis, to Borsa Italiana, pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulations, the data relating to the acceptances received on the day and the total Offer Shares tendered to the Offer, as well as the percentage that these quantities represent with respect to the Offer Shares.

Borsa Italiana will publish, within the day following such communication, such data by means of a specific notice.

In addition, if by the Payment Date or by the Payment Date following Reopening of Terms, the Offeror or the Persons Acting in Concert purchase, directly and/or indirectly, additional Shares outside the Offer, the Offeror will communicate it to CONSOB and the market within the day, pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulations.

The provisional results of the Offer will be announced by the Offeror by the evening of the last day of the Acceptance Period and, in any case, by 7:29 a.m. on the first Trading Day following the end of the Acceptance Period, through the publication of a special press release.

At the time of the publication of the press release on the provisional results of the Offer at the end of the Acceptance Period or, if applicable, of the Reopening of Terms, the Offeror will announce (i) the fulfillment/nonfulfillment or the waiver of the Conditions of the Offer; (ii) the existence, if any, of the prerequisites for Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA or the existence, if any, of the prerequisites for the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA, and for the Right to Purchase; as well as (iii) the manner and timing for the potential Delisting.

On the other hand, the final results of the Offer will be announced by the Offeror, pursuant to Article 41, paragraph 6, of the Issuers' Regulations, by 7:29 a.m. on the Trading Day preceding the Payment Date, through the publication of the Press Release on the Results of the Offer.

At the time of the publication of the Press Release on the Results of the Offer, the Offeror will confirm (i) the fulfillment/non-fulfillment or the waiver of any Conditions to the Offer, (ii) the existence of the prerequisites for the Reopening of Terms, (iii) the existence of the prerequisites for Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA or the existence, if any, of the prerequisites for the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA, and for the Right to Purchase; as well as (iii) the manner and timing for the potential Delisting.

In the event that the Reopening of Terms is applied:

the provisional results of the Offer as a result of the Reopening of Terms will be announced to the market by the evening of the last day of the Reopening of Terms period (22 May 2024, without prejudice to any extensions of the Acceptance Period) or in any case by 7:29 a.m. on the first Trading Day following the end of the Reopening of Terms (23 May 2024, without prejudice to any extensions of the Acceptance Period). On that occasion, the Offeror will also disclose (i) the existence of the prerequisites for Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA or the existence, if any, of the prerequisites for the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA, and for the Right to Purchase; as well as (ii) the manner and timing for the potential Delisting;
the final overall results of the Offer will be announced by the Offeror, pursuant to Article 41, paragraph 6 of the Issuers' Regulations, no later than 7:29 a.m. of the Trading Day prior to the Payment Date following the Reopening of Terms (28 May 2024, without prejudice to any extensions of the Acceptance Period). On that occasion, the Offeror will confirm or not the provisional results of the Offer and (i) the potential occurrence of the conditions provided by law for the occurrence of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA or the occurrence of the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA, and the Right to Purchase, as well as (ii) the manner and timing for the potential Delisting.

F.4 MARKET ON WHICH THE OFFER IS PROMOTED

The Offer is addressed, indiscriminately and on equal terms, to all holders of the Shares and is promoted in Italy as better specified in Sections F.4.1 and F.4.2 below.

F.4.1 Italy

The Offer is promoted in Italy, pursuant to Articles 102 et seq. of the CFA.

F.4.2 Other Countries

The Offer has not been, and will not be, promoted or disseminated in the United States of America (i.e., addressed to "U.S. Persons", as defined under the U.S. Securities Act of 1933, as amended), Canada, apan, and Australia, nor in any other country where such Offer is not permitted in the absence of authorization by the competent authorities or other compliance by the Offeror (jointly, the "Other Countries"), nor by using national or international means of communication or commerce of the Other Countries (including, without limitation, the postal network, fax, e-mail, telephone and internet), nor through any facility of any of the financial intermediaries of the Other Countries, nor in any other manner.

Copies of the Offer Document, or portions thereof, as well as copies of any subsequent documents to be issued by the Offeror in connection with the Offer, are not and shall not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Any person receiving such documents shall not distribute, send or dispatch them (either by mail or by any other means or instrument of communication or commerce) to the Other Countries. Any acceptances of the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted.

The Offer Document does not constitute, and shall not be construed to constitute, an offer of securities to "U.S. Persons" (as defined under the U.S. Securities Act of 1933, as amended) or to persons residing in Other Countries. No instrument may be offered or bought or sold in the Other Countries without specific authorization in accordance with applicable provisions of the local laws of those countries or an exemption from those provisions.

Adherence to the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions, provided for by the applicable laws and regulations. It is the sole responsibility of the recipients of the Offer to comply with such regulations and, therefore, to verify their existence and applicability by contacting their advisors and complying with such provisions prior to joining the Offer.

F.5 PAYMENT DATE OF THE CONSIDERATION

The payment of the Consideration to the holders of the Offer Shares tendered to the Offer, against the simultaneous transfer to the Offeror of the ownership of such Shares, without prejudice to any extensions of the Acceptance Period, shall be made on the fifth Trading Day following the end of the Acceptance Period and, therefore, on 15 May 2024 or, if extended, on the fifth Trading Day following the end of the Acceptance Period as extended (the "Payment Date"). Any new Payment Date so determined shall be announced by the Offeror through a notice published pursuant to Article 36 of the Issuers' Regulations.

In the event of a Reopening of Terms, the payment of the Consideration, with respect to the Shares tendered during the Reopening of Terms, will take place on the fifth Trading Day following the close of the Reopening of Terms, i.e., on 29 May 2024, unless the Acceptance Period is extended (the "Payment Date following Reopening of Terms").

On the Payment Date (and, if applicable, on the Payment Date following Reopening of Terms), the Intermediary In Charge of Coordinating the Collection of Acceptances will transfer the overall Shares tendered to the Offer (including during the Reopening of Terms, if any) to a securities deposit account in the name of the Offeror.

No interest will be paid on the Consideration between the date of acceptance of the Offer and the Payment Date (or, if applicable, the Payment Date following Reopening of Terms).

F.6 TERMS OF PAYMENT OF THE CONSIDERATION

Payment of the Consideration will be made in cash. The Consideration will be paid by the Offeror to the account designated by the Intermediary in Charge of Coordinating the Collection of Acceptances and transferred by the latter to the Designated Intermediary, who will transfer the funds to the Depository Intermediaries, for crediting to the accounts of their respective clients, in accordance with the instructions provided by the Adherents to the Offer.

The Offeror's obligation to pay the Consideration under the Offer shall be deemed fulfilled when the relevant amounts have been transferred to the Designated Intermediaries. It remains the sole responsibility of the parties to the Offer to bear the risk that the Designated Intermediaries, or the Depository Intermediaries, fail to transfer such sums to the claimants or delay their transfer.

F.7 INDICATION OF THE LAW GOVERNING THE AGREEMENTS ENTERED INTO BETWEEN THE OFFEROR AND THE HOLDERS OF THE ISSUER'S FINANCIAL INSTRUMENTS AS WELL AS THE COMPETENT JURISDICTION

In relation to the acceptance of the Offer, the governing law is Italian law and the competent jurisdiction is the ordinary Italian jurisdiction.

F.8 MODALITIES AND TERMS FOR THE RETURN OF SHARES IN THE EVENT OF INEFFECTIVENESS OF THE OFFER AND/OR ALLOTMENT

Pursuant to Article 36 of the Issuers' Regulations, the Offeror will give notice of the fulfillment or non-fulfillment of the Conditions to the Offer and, in the event that the Conditions to the Offer, if any, are not fulfilled, of any waiver of one or more of those Conditions to the Offer, no later than 7:29 a.m. on the Trading Day preceding the Payment Date.

In addition, in the event of non-completion of the Offer, Adherents will not suffer any prejudice having regard to the Double Voting that has accrued or is in the process of accruing. In particular:

(i) Adherents who have tendered Offer Shares that enjoy the Double Voting will be returned Offer Shares having the same characteristics and distinguished by the same ISIN code and, therefore, such Adherents will retain the Double Voting; and
(ii) Adherents who have tendered Offer Shares registered in the "Special List" referred to in Article 7 of the By-laws, but who have not yet achieved the Double Voting, will continue to accrue the right to the Double Voting seamlessly.

G. FINANCING ARRANGEMENTS, GUARANTEES OF EXACT FULFILLMENT AND FUTURE PROGRAMS OF THE OFFEROR

G.1 FINANCING ARRANGEMENTS, GUARANTEES OF EXACT FULFILMENT IN RELATION TO THE TRANSACTION

G.1.1 Financing arrangements of the Offer

G.1.2 Guarantee of Exact Fulfilment

To guarantee the fulfilment of the obligation to pay the Maximum Disbursement, on 20 March 2024 the Guarantor of Exact Fulfilment issued in favor of the Offeror the guarantee of exact fulfillment pursuant to Art. 37-bis of the Issuer's Regulations, whereby the Guarantor of Exact Fulfilment has undertaken - irrevocably, unconditionally, as a guarantee of the exact fulfilment of the payment obligations of the Consideration related to the Offer - to make available to the Intermediary In Charge of Coordinating the Collection of Acceptances (upon the latter's simple written request) all amounts due by the Offeror as Consideration for the Offer Shares tendered to the Offer (also during the potential Reopening of Terms) up to a maximum amount equal to the Maximum Disbursement.

G.2 REASONS FOR THE OFFER AND FUTURE PROGRAMS OF THE OFFEROR

G.2.1 Reasons for the Offer and future programs of the Offeror in relation to the Issuer

(i) Flagship buyout (through L Catterton): investments of between USD 250-500 million in scaled consumer companies globally;
(ii) Growth: investments between USD 10-125 million in both North America and European companies in the early or advanced growth stage;
(iii) Latin America: investments in the amount of between USD 40-75 million in growth companies in Latin America;
(iv) Europe: investments of between EUR 30-80 million in growth companies in Western Europe;
(v) Asia: investments in the amount between USD 25-150 million in growth companies in Asia;
(vi) Renminbi (RMB): investments in the amount between yen 30-100 million in Chinese companies with high growth;
(vii) Impact investing: investments in the amount between USD 10-40 million in companies in the early and advanced stages of growth active in the consumer goods sector and oriented to also generate social and environmental impacts (so-called impact investing);
(viii) Private credit: investments made primarily in the senior secured debt capital of private equity-backed companies;
(ix) Real estate: investments in global mixed-use projects anchored by luxury retail activities.

G.2.2 Future investments and funding sources

As of the Date of the Offer Document, the administrative body of the Offeror has not made any decisions regarding investments of particular significance and/or additional to those generally required for the operational management of activities in the industrial sector in which the Issuer itself operates.

G.2.3 Merger

In case:

(i) the requirements for the Delisting do not occur as a result of the Acceptance Period (including any potential extension of the Acceptance Period or any Reopening of Terms) and, therefore, the Issuer remains listed on Euronext Milan, the Delisting will be achieved through the execution of the Merger (see Paragraph G.2.3.1);
(ii) the Delisting is achieved without the execution of the Merger, pursuant to the Framework Agreement the Majority Shareholders and the Offeror undertook to exercise, upon BidCo's request, their rights as Shareholders (including, voting in favor of the relevant resolution at the meeting of Issuer Shareholders) and to use their reasonable commercial best efforts to carry out the Reverse Merger, within the timeframe to be agreed upon by the Majority Shareholders and the Offeror.

G.2.3.1 Merger in the absence of Delisting

In the event that the requirements for the Delisting do not occur as a result of the Acceptance Period (including any potential extension of the Acceptance Period or any Reopening of Terms) and, therefore, the Issuer remains listed on Euronext Milan, the Delisting will be achieved through the execution of the Merger.

It should be noted that, in such scenario, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, Minority Shareholder and the Offeror undertook, where the conditions for the Delisting not occur as a result of the Acceptance Period (including any extension of the Acceptance Period or any Reopening of the Terms), to exercise their rights as shareholders of the Issuer (including by voting in favor of the related resolution in the shareholders' meeting of the Issuer) and to use their reasonable commercial best efforts to carry out the Merger as well as to use their reasonable commercial best efforts so that - subject to the approval by the Issuer's board of directors of the documentation related to the Merger, the Issuer's extraordinary shareholders' meeting will be called to resolve upon the Merger by (x) 30 une 2024, in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends within 31 May 2024; or (y) the date to be agreed by the Majority Shareholders and the Offeror (and, in any case, within 18 months from the end of the Acceptance Period), in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends after 31 May 2024.

It is hereby represented that:

(i) the Issuer's Shareholders who did not vote in favor of the resolution approving the Merger would be entitled to exercise the right of withdrawal pursuant to Article 2437-quinquies of the Italian Civil Code, since – as a result of the Merger exchange ratio – they would receive shareholdings of the incorporating company not listed on any regulated market;

(ii) the liquidation value of the Shares for which the withdrawal right will be exercised would be determined pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, by reference to the arithmetic average of the closing prices of the shares in the 6 (six) months preceding the publication of the notice of call of the shareholders' meeting convened to resolve upon the approval of the Merger;
(iii) the liquidation value of the Shares, as determined above, could differ, even significantly, from the Consideration; and
(iv) the Issuer's shareholders who decide not to exercise the right of withdrawal would be holders of financial instruments that are not listed on any market, which would make it difficult for them to liquidate their investment.

It should also be noted that, pursuant to the Framework Agreement, BidCo has undertaken to cause LC Fund to purchase all the Issuer's Shares with respect to which the Company's shareholders (other than the Majority Shareholders and Minority Shareholder) were to exercise the right of withdrawal to which they were entitled as a result of the Merger and offered under option to the Shareholders pursuant to Article 2437-quater of the Civil Code.

G.2.3.2 Reverse Merger following Delisting

Should the Offeror (jointly with the Persons Acting in Concert) come to hold - as a result of acceptances to the Offer (during the Acceptance Period as potentially extended pursuant to the applicable laws and/or during the potential Reopening of the Terms) as well as any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or the Persons Acting in Concert, in accordance with the applicable laws - a stake of more than 90% of the Issuer's capital (and, therefore, the Delisting may be achieved as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA or the Joint Procedure) and/or in any other case in which the Delisting is achieved without the execution of the Merger, pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Shareholders, Minority Shareholder and the Offeror undertook to exercise, upon BidCo's request, their rights as Issuer's Shareholders (including, voting in favor of the relevant resolution at the Issuer's shareholders' meeting) and use their reasonable commercial best effort to carry out the Reverse Merger, within the timeframe to be agreed upon by the Majority Shareholders and the Offeror.

In this case, it is hereby represented that:

(i) those Issuer's Shareholders who (a) remained Issuer's Shareholders following the Delisting (as they did not tender their Offer Shares to the Offer and the Offeror did not achieve - together with the Persons Acting in Concert - a shareholding of at least 95% of the Issuer's share capital such that it could exercise the Right to Purchase); and (b) did not concur in the resolution approving the Reverse Merger and the subsequent amendments to the Company's by-laws resolved to reflect in the Company's by-laws the contents of the Shareholders' Agreement, they would be entitled to exercise the withdrawal right pursuant to Article 2437, paragraph 1, lett. (g) of the Civil Code;
(ii) the liquidation value of the Shares subject to the right of withdrawal would be determined in accordance with Article 2437-ter, paragraph 2, of the Civil Code, taking into account the Issuer's assets and income prospects, as well as the market value of the Shares, if any; and
(iii) the liquidation value of the Shares, as determined above, could differ, even significantly, from the Consideration (as the same could also be lower than the Consideration).

G.2.4 Amendments envisaged in the composition of the corporate bodies

Amendments envisaged in the composition of corporate bodies before Delisting

Pursuant to the Framework Agreement, DIVI undertook towards BidCo to submit to the 2024 Shareholders' Meeting called to resolve upon, among other things, the approval of the financial statements as of 31 December 2023 and the appointment of the new board of directors:

(i) the proposal to appoint a board of directors consisting of 9 directors and set the term of office for one financial year, i.e., until the shareholders' meeting of the Issuer called to approve the Company's financial statements as of 31 December 2024; and
(ii) a list for the appointment of the board of directors consisting of 9 candidates, including (a) 6 candidates designated by DIVI (at least one of whom belongs to the less represented gender); and (b) 3 candidates designated by BidCo (all of whom belong to the less represented gender and meet the independence requirements of the CFA and the Corporate Governance Code) who will be placed within the list in a position other than the last one.

The Majority Shareholders also undertook towards BidCo to vote in favor of the proposals in point (i) above and the list in point (ii) above.

BidCo undertook towards the Majority Shareholders to use its best efforts to ensure that the 3 directors designated by BidCo and included in the list submitted by DIVI will resign from office if the Offer is not completed.

In addition, the Framework Agreement provides that, subject to completion of the Offer and until the effective date of the Shareholders' Agreement (i.e., the Delisting), the following provisions regarding the composition and appointment of the Company's board of directors and board of statutory auditors will apply.

Tod's board of directors

The Framework Agreement provides that the Company's board of directors will be composed of 9 directors, including (i) at least 5 directors designated by DIVI (one of whom belongs to the less represented gender), including the chairman and the chief executive officer/CEO; and (ii) 3 directors designated by BidCo (all of whom belonging to the less represented gender and meeting the independence requirements set forth in the CFA and the Corporate Governance Code). To this end, should it be necessary to appoint a new board of directors of the Company following the termination, for whatever reason, of the administrative body of the Company that will be appointed in accordance with the provisions of the Framework Agreement:

(i) DIVI shall submit to the relevant shareholders' meeting of the Company: (a) a proposal to appoint a board of directors composed of 9 directors and set the relevant term of office in 3 financial years; and (b) a list for the appointment of the board of directors composed of 9 candidates, including (x) 6 candidates designated by DIVI (at least one of whom belonging to the least represented gender); and (y) 3 candidates designated by BidCo (all of whom belonging to the least represented gender and meeting the independence requirements of the CFA and the Corporate Governance Code) who will be placed within the list in a position other than the last one;
(ii) the parties will vote at the meeting in favor of the proposals in (a) above and the list in (b) above.

In the event that a director of the Company appointed upon the designation of DIVI or BidCo ceases, for any reason, to hold office early, DIVI and BidCo shall cause the directors designated by them respectively to: (i) appoint by co-optation - pursuant to Article 2386 of the Civil Code as well as in accordance with the By-laws, applicable law and the Corporate Governance Code - as a new director the candidate to be indicated by the shareholder who had designated the director who had ceased to hold office; and (ii) submit to the first useful shareholders' meeting the confirmation of the director co-opted pursuant to (i) above. In addition, the parties undertook to vote at the shareholders' meeting in favor of the proposals under (ii) above.

Board of statutory auditors of Tod's

The Company's board of statutory auditors will be composed of 3 standing auditors and 2 alternate auditors, including (i) at least 1 standing auditor designated by DIVI; (ii) 1 standing auditor designated by BidCo; and (iii) at least 1 alternate auditor designated by DIVI.

To this end, should it be necessary to appoint a new board of statutory auditors of the Company following the termination, for any reason whatsoever, of the Company's board of statutory auditors in office as of the Announcement Date: (i) DIVI shall submit to the relevant shareholders' meeting of the Company a list for the appointment of the board of statutory auditors consisting of 3 candidates designated by DIVI (including 2 standing auditors and 1 alternate auditor) and 2 candidates designated by BidCo (including 1 standing auditor and 1 alternate auditor). It is understood that one auditor candidate designated by DIVI as a standing auditor, one candidate designated by DIVI as an alternate auditor, and one candidate designated by BidCo as a standing auditor will be placed within the list in a position other than the last one; (ii) the parties will vote at the Shareholders' Meeting in favor of the list referred to in (i) above.

In the event that an auditor of the Company appointed upon the designation of DIVI or BidCo terminates his or her office early for any reason, DIVI and BidCo shall vote at the Company's shareholders' meeting called to integrate the board of statutory auditors in favor of the appointment as a new auditor of the candidate who will be designated by the shareholder who had designated the terminated auditor, in accordance with the by-laws, applicable law, and the Corporate Governance Code.

In addition, it should be noted that the Shareholders' Agreement includes certain provisions regarding the governance of the Issuer following the Delisting and, in particular, the following should be noted.

Amendments envisaged in the composition of corporate bodies under the Shareholders' Agreement after the Delisting

Tod's board of directors

The Issuer will be managed by a board of directors composed of 11 members, of which (i) 6 members will be designated by DIVI, (ii) 3 members will be designated by the Offeror, (iii) one member will be designated by Minority Shareholder, and (iv) the remaining member will be the chief executive officer, it being understood that the composition of Tod's' first board of directors following the Delisting will be attached to the Shareholders' Agreement to be entered into on the completion date of the Delisting.

The chairman and vice chairman of Tod's board of directors will be appointed among the directors designated by DIVI.

Board of statutory auditors of Tod's

The board of statutory auditors of Tod's will consist of 3 standing auditors and 2 alternate auditors designated as follows: (i) DIVI will have the right to designate 2 standing auditors and 1 alternate auditor; (ii) the Offeror will have the right to designate one standing auditor and one alternate auditor.

The chairman of Tod's board of auditors will be appointed among the auditors designated by the Offeror.

For more information regarding the Framework Agreement and the Shareholders' Agreement, please refer to Section H, Paragraph H.2, of the Offer Document, and to the essential information published, pursuant to and for the purposes of Article 122 CFA and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, section "Governance - Shareholders' Agreements," and attached to the Offer Document under Appendix M.2.

G.2.5 Amendments to the By-laws

As of the Date of the Offer Document, the Offeror has not identified any specific amendments or changes to be made to the By-laws prior to the Delisting.

However, it should be noted that, pursuant to the Framework Agreement, in the event that the Delisting is achieved other than as a result of the Merger, as soon as practicable following the Delisting, and unless otherwise agreed between the Majority Shareholders and the Offeror, the latter undertook to vote in favor of amending the By-laws so that they reflect, to the fullest extent permitted by law, the provisions of the Shareholders' Agreement.

If, on the other hand, the Delisting is achieved as a result of the Merger, (i) the amendments necessary to reflect, to the fullest extent permitted by law, the provisions of the Shareholders' Agreement will be made to the Bylaws of the company resulting from the Merger (i.e., BidCo) and which will be attached to the relevant merger plan; and (ii) LC Fund will vote – in the context of the BidCo's shareholders' meeting called to resolve upon the Merger - in favor of the amendment to the By-laws referred to in (i) above.

In addition, it should be noted that, following the Delisting, it will be necessary to make certain changes in order to adapt the By-laws to those of a company whose shares are not admitted to trading on Euronext Milan.

G.3 RESTORATION OF THE FREE FLOAT

Consequently, the Offeror will fulfill the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA.

The Offeror will indicate in the Press Release on the Results of the Offer – which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuer's Regulation – whether the conditions for the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA have been fulfilled. In such a case, the Press Release on the Results of the Offer will contain information on: (i) the number of Shares subject to the Offer remaining (both in terms of number of shares and in percentage value compared to the entire share capital of the Issuer); (ii) the modalities and terms under which the Offeror will fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA; and (iii) the modalities and timing of the Delisting.

In the event that the Offeror (jointly with the Persons Acting in Concert) comes to hold - as a result of the acceptances to the Offer and of any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or the Persons Acting in Concert pursuant to the applicable laws, during the Acceptance Period as potentially extended pursuant to the applicable laws and/or during the potential Reopening of Terms, as well as during the procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA - an aggregate stake at least equal to 95% of the Issuer's share capital, the Offeror hereby declares its intention to avail itself of the Right to Purchase.

The Offeror, if the conditions are met, by exercising the Right to Purchase, will also fulfill the Purchase Obligation pursuant to Article 108, paragraph 1, CFA, vis-à-vis the Issuer's shareholders who have requested it, thus carrying out to the Joint Procedure.

Finally, in the event of Delisting, it should be noted that holders of the Shares who did not tender to the Offer will be holders of financial instruments not traded on any regulated market, with consequent difficulties to liquidate their investment in the future.

H. ANY AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR AND THE ISSUER OR RELEVANT SHAREHOLDERS OR MEMBERS OF THE MANAGEMENT AND CONTROL BODIES OF THE SAME ISSUER

H.1 DESCRIPTION OF THE AGREEMENTS AND FINANCIAL AND/OR COMMERCIAL TRANSACTIONS WHICH HAVE BEEN RESOLVED AND/OR EXECUTED, IN THE TWELVE MONTHS PRECEDING THE DATE OF THE OFFER DOCUMENT, WHICH MAY HAVE OR HAVE HAD A SIGNIFICANT EFFECT ON THE BUSINESS OF THE OFFEROR AND/OR THE ISSUER

Without prejudice to what is indicated in the Offer Document, there are no financial and/or commercial agreements or transactions which have been concluded, executed or resolved between the Offeror and the Persons Acting in Concert and the Issuer or the relevant shareholders or members of the management and control bodies of the Issuer, in the twelve months preceding the Date of the Offer Document, which may have or have had significant effects on the business of the Offeror and/or the Issuer.

H.2 AGREEMENTS CONCERNING THE EXERCISE OF VOTING RIGHTS, OR THE TRANSFER OF SHARES AND/OR OTHER FINANCIAL INSTRUMENTS

On the Date of the Offer Document, there are no agreements between the Offeror, the Persons Acting in Concert and the other Shareholders (or its directors or auditors) concerning voting rights, or the transfer of Shares, except as indicated below.

H.2.1 Framework Agreement

On the Announcement Date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C. and the Offeror entered into the Framework Agreement, pursuant to which, inter alia:

(i) the Offeror undertook to promote the Offer aimed at obtaining the Delisting;
(ii) DDV & C. undertook to tender the DDV Shares Tendered to the Offer within 5 Trading Days after the beginning of the Acceptance Period;
(iii) DIVI undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 16,643,057 shares held by the latter representing 50.29% of the Issuer's share capital and 57.65% of the voting rights as a result of the Double Voting (representing DIVI Shares);
(iv) DDV & C. undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 706,738 shares held by the latter representing 2.14% of the Issuer's share capital and 2.45% of the voting rights as a result of the Double Voting;
(v) Diego Della Valle undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 252,000 shares held by the latter representing 0.76% of the Issuer's share capital and 0.87% of the voting rights as a result of the Double Voting (representing Diego Della Valle Shares);
(vi) Andrea Della Valle undertook towards the Offeror, until completion of the Offer (including any sellout and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties, and not to tender to the Offer, no. 268,716 shares held by it representing 0.81% of the Issuer's share capital and 0.93% of the voting rights as a result of the Double Voting;
(vii) DIVI undertook to submit to 2024 Shareholders' Meeting (x) the proposal to appoint a board of directors consisting of 9 (nine) directors and set the term of office thereof at 1 (one) financial year, i.e. until to the approval by the Company's shareholders' meeting of the financial statements of the Company for the financial year ending 31 December 2024; and (y) a list for the appointment of the board of directors composed of 9 (nine) candidates, of which (a) 6 (six) candidates designated by DIVI (of whom at least 1 belonging to the less represented gender); and (y) 3 candidates designated by BidCo (each of them belonging to the less represented gender and meeting the independence requirements of the CFA and the Corporate Governance Code) and that will be placed within the list in a position other than the last one;
(viii) the Majority Shareholders undertook to vote in favor of the proposals set forth in (vii)(x) above and the list in (vii)(y) above;
(ix) the Majority Shareholders undertook not to propose or vote in favor of any the distribution or payment of ordinary or extraordinary dividends or reserves until 31 December 2024 (included);
(x) the Majority Shareholders and the Offeror undertook, where the conditions for the Delisting were not met as a result of the Acceptance Period (including the potential extension of the Acceptance Period or the potential Reopening of Terms), to exercise their rights as Issuer's Shareholders (including voting in favor of the relevant resolution at the Issuer's Shareholders' meeting) and to use their reasonable commercial best efforts to carry out the Merger and to use their reasonable commercial best efforts so that – subject to the approval by the board of directors of the Merger documentation – the extraordinary shareholders' meeting of the Issuer will be convened to resolve upon the approval of the Merger: (x) by June 30, 2024, if the Acceptance Period (as potentially extended pursuant to the applicable laws) ends on or before May 31, 2024, or (y) by the date to be agreed upon by the Majority Shareholders and the Offeror (and, in any event, within 18 months after the end of the Acceptance Period), if the Acceptance Period (as potentially extended pursuant to the applicable laws) ends after May 31, 2024;
(xi) BidCo undertook to cause LC Fund special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of Luxembourg that, as of the Date of the Offer Document, is controlled by LC Luxco as general partner, which, in turn, is wholly owned by LC10 Caledonia, which, as indicated in Section B, Paragraph B.1.5, of the Offer Document, controls L Catterton – (which will enter into the Framework Agreement, following the acquisition by LC Fund of the entire share capital of the Offeror) to acquire all the Issuer's Shares - or, in the event of the completion of the Merger, all the BidCo Shares - with respect to which the Issuer's Shareholders (other than the Majority Shareholders and the Minority Shareholder) were to exercise the right of withdrawal to which they were entitled as a result of the Merger and/or the amendments to the Company's by-laws resolved to reflect in the by-laws of the Company or BidCo (as the case may be) the provisions of the Shareholders' Agreement and offered under option to Shareholders pursuant to Article 2437-quater of the Civil Code; and
(xii) DIVI and the Offeror undertook to enter into, on the completion date of the Delisting, the Shareholders' Agreement.

For further information on the covenants having a shareholders' nature contained in the Framework Agreement, please refer to Section H, Paragraph H.2, of the Offer Document, and to the essential information published, pursuant to and for the purposes of Article 122 TUF and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, section "Governance - Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.1.

H.2.2 Minority Shareholders Undertaking

On the Announcement Date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C., the Offeror and Minority Shareholder entered into the Minority Shareholder Undertaking, pursuant to which, inter alia:

(i) the relevant parties assumed certain undertakings in connection with the Offer including the undertaking of Minority Shareholder not to tender to the Offer the Minority Shareholder Shares and not to sell, transfer, otherwise dispose in favor of third parties or create any encumbrances on, in whole or in part, the Shares held by the latter - and the Merger (including the undertaking to vote in favor thereof at the Issuer's shareholders' meeting); and
(ii) DIVI, BidCo and Minority Shareholder undertook to enter into, on the completion date of the Delisting, the Shareholders' Agreement - as amended pursuant to the Minority Shareholder Undertaking to take into account the Minority Shareholder's participation - and BidCo undertook to cause LC Fund to enter into the Shareholders' Agreement on the completion date of the Delisting.

For further information on Minority Shareholder Undertaking and Shareholders' Agreement, please refer to the essential information published, pursuant to and for the purposes of Article 122 TUF and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, section "Governance - Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.2.

I. FEES TO INTERMEDIARIES

As consideration for the activities carried out in the context of the Offer, the Offeror will pay the following fees, by way of commission inclusive of any and all remuneration for intermediation activities:

A. to the Intermediary in Charge of Coordinating the Collection of Acceptances a commission equal to maximum EUR 300,000.00, plus VAT if due, for the organisation and coordination of the activities for the collection of acceptances to the Offer;
B. to each of the Designated Intermediaries:
- (i) a commission equal to 0.10% of the countervalue of the Shares tendered to the Offer and purchased by the Offeror; and
- (ii) a fixed fee equal to EUR 5.00 for each Acceptance Form submitted.

The Designated Intermediaries shall refund to the Depositary Intermediaries an amount equal to 50% of the fees under B (i) above, relating the countervalue of the Offer Shares tendered through them, as well as the entire fixed fee relating the Acceptance Forms submitted by them. The fees under B shall be paid subject to the effectiveness of the Offer and shall not be recognized for the Offer Shares tendered by DDV & C. No fees will be charged to the Adherents.

L. APPORTIONMENT HYPOTHESIS

As the Offer is a totalitarian tender offer, no form of apportionment is envisaged.

M. APPENDIXES

M.1 ISSUER'S COMMUNICATION, ALONG WITH THE OPINION OF THE INDEPENDENT DIRECTORS

DEFINITIONS
INTRODUCTION
1 Description of the meeting of the Board of Directors held on March 22, 2024
1.1 Attendees to the meeting of the Board of Directors
1.2 Declaration of one's own interests or third party interests relating to the Offer
1.3 Reviewed documents.
1.4 Outcome of the meeting of the Board of Directors
2 Useful information and elements for evaluating the Offer
Assessments by the Board of Directors on the Offer and the fairness of the Consideration 23 3
3.1 Elements considered by the Board of Directors in its assessments
3.2 Assessments by the Board of Directors of the reasons underlying the Offer and the Offeror's future plans
3.3 Evaluation of the fairness of the Consideration
3.3.1 Main information on the Consideration provided for in the Offer Document
3.3.2 Vitale & Co.'s Fairness Opinion
4 Independent Directors' Opinion
5 Information relating to the participation of the members of the Board of Directors in the negotiations for the structuring of the transaction
6 Updating of information available to the public and disclosure of significant events pursuant to Article 39 of the Italian Issuers' Regulation
6.rmation on significant events occurred after the approval of the last annual financial statements or the last published interim financial statements
6.2 Information on recent performance and prospects of the Issuer not included in the Offer Document
7 Information pursuant to Article 39, paragraph 1, letter h), of the Italian Issuers' Regulation 31
8 Conclusions of the Board of Directors

Andrea Della Valle	Andrea Della Valle, born in Sant'Elpidio a Mare (FM) on September 26, 1965, fiscal code DLL NDR 65P26 I324V.
Announcement Date	February 10, 2024, i.e., the date on which the Offer was announced to the CONSOB and the public by means of the Offeror's Notice.
Board of Directors	Tod's' board of directors as at the Issuer's Statement Date.
Borsa Italiana	Borsa Italiana S.p.A., with registered office in Milan, Piazza degli Affari no. 6.
Catterton Management	Catterton Management Company, L.L.C., a limited liability company organized and existing under the laws of Delaware (USA), with registered office in Wilmington, Delaware (USA), at the Corporation Trust Company, Corporation Trust Center 1209 Orange St., registration number 3585882, registered as investment adviser with the Securities and Exchange Commission.
Consideration	The amount equal to Euro 43.00 that the Offeror will pay for each Share Targeted in the Offer tendered therein and purchased by the Offeror. The Consideration is intended "cum dividend" and, thus, it includes coupons relating to any dividends distributed by the Issuer.
CONSOB	The Commissione Nazionale per le Società e la Borsa with registered office in Rome, via G.B. Martini no. 3.
Corporate Governance Code	The corporate governance code of listed companies prepared by the Committee for Corporate Governance in force as at the Issuer's Statement Date.
DDV	Diego Della Valle & C. S.r.l., with registered office in Sant'Elpidio a Mare (FM), Strada Sette camini no. 116, fiscal code, VAT code and number of registration with the Companies' Register of Fermo 01501320442, and with a paid-up share capital equal to Euro 2,782,000.00.
DDV and Minority Shareholder Aggregate Stake	Jointly, (i) the Minority Shareholder Stake and (ii) the Majority Stake Not Tendered to the Offer. Accordingly, the DDV and Minority Shareholder Aggregate Stake consists of no. 21,180,411 Shares, representing 64.00% of the Issuer's share capital and 73.36% of the voting rights that may be exercised at the choraholdars' mactings of the Iconar

DDV Stake Tendered to the Offer	The overall no. 3,459,401 Shares held, as at the Issuer's Statement Date, by DDV, representing 10.45% of the Issuer's share capital and 11.98% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, which DDV undertook to tender to the Offer pursuant to the Framework Agreement.
Delisting	The delisting of the Shares from Euronext Milan.
Delphine	Delphine S.A.S., a sociéte par actions simplifiée organized under French laws with registered office in Paris (France), 75008 - 24-32 Rue Jean Goujon, LEI code 969500Z8CD6UXP7Q3W23.
Diego Della Valle	Diego Della Valle, born in Sant' Elpidio a Mare (FM) on December 30, 1953, fiscal code DLL DGI 53T30 I324E.
DI.VI.	DI. VI. Finanziaria di Diego Della Valle &C. S.r.l., with registered office in Sant'Elpidio a Mare (FM), Strada Sette camini no. 116, fiscal code, VAT code and number of registration with the Companies' Register of Fermo 01732500440, and with a paid-up share capital equal to Euro 200,000,000.00.
Euronext Milan	Euronext Milan, a regulated market organized and managed by Borsa Italiana.
Fairness Opinion	The fairness opinion issued by Vitale & Co. on March 22, 2024.
Framework Agreement	The framework agreement entered into on February 10, 2024 between the Majority Shareholders and the Offeror, to which LC Fund will adhere following the acquisition by the latter of the entire share capital of the Offeror.
	Pursuant to the framework agreement, among other things, (i) the Offeror undertook to launch the Offer, (ii) DDV undertook to tender to the Offer the DDV Stake Tendered to the Offer, (iii) the Majority Shareholders undertook not to tender to the Offer the Majority Stake Not Tendered to the Offer, and (iv) the parties undertook certain commitments relating to the governance of Tod's for the period prior to the Delisting and (v) DI. VI. and the Offeror undertook to enter into the Shareholders' Agreement on the date of the Delisting.
Goldman Sachs	Goldman Sachs Bank Europe SE - Italian Branch, with registered office in Milan, Via Santa Margherita no. 14, appointed as financial advisor to the Independent Directors for the purpose of issuing the fairness opinion attached to the Independent Directors' Opinion.
Group	The Issuer and the companies directly and indirectly controlled by it.

Joint Procedure	The joint procedure to (a) comply with the Obligation to Purchase pursuant to Art. 108, Paragraph 1, of the Italian Consolidated Financial Act and (b) exercise the Right to Purchase pursuant to Article 111, paragraph 1, of the Italian Consolidated Financial Act, agreed to with CONSOB and Borsa Italiana pursuant to Article 50-quinquies, paragraph 1, of the Italian Issuers' Regulation.
Independent Directors	The independent directors of Tod's pursuant to Article 147-ter, paragraph 4, of the Italian Consolidated Financial Act, the Issuer's by- laws and, except for Mr. Pierfrancesco Saviotti and Mr. Luigi Abete, Article 2 of the Corporate Governance Code, who are not related parties to the Offeror for the purposes of Article 39-bis, paragraph 2, of the Italian Issuers' Regulation, who prepared the Independent Directors' Opinion (i.e., Luigi Abete, Marilù Capparelli, Luca Cordero di Montezemolo, Sveva Dalmasso, Romina Guglielmetti, Vincenzo Manes, Emanuela Prandelli and Pierfrancesco Saviotti).
Independent Directors' Opinion	The reasoned opinion evaluating the Offer and the fairness of the Consideration, drafted by the Independent Directors pursuant to Article 39-bis of the Italian Issuers' Regulation and approved by them on March 21, 2024.
Intermediary Responsible for Coordinating the Collection of Tenders	Intesa Sanpaolo S.p.A., a joint stock company incorporated under Italian law, with its registered office in Turin, Piazza San Carlo no. 156, registered with the Turin Companies Register under the registration number and tax code 00799960158, registered with the Register of Banks under no. 5361 - ABI 3069.2, and with the Register of Banking Groups under no. 3069.2, member of the Interbank Deposit Guarantee Fund and the National Guarantee Fund, as the party responsible for coordinating the collection of tenders in the Offer.
Issuer or Tod's	Tod's S.p.A., with registered office in Sant Elpidio a Mare (FM), Via Filippo Della Valle no. 1, fiscal code, VAT code and registration number with the Companies' Register of Fermo no. 01113570442, with a paid- up share capital equal to Euro 66,187,078.00, divided into no. 33,093,539 Shares.
Issuer's Statement	This statement, prepared pursuant to Article 103, paragraph 3, of the Italian Consolidated Financial Act and Article 39 of the Italian Issuers' Regulation, approved by the Board of Directors on March 22, 2024.
	Issuer's Statement Date March 22, 2024, i.e., the date on which the Board of Directors approved the Issuer's Statement.

Italian Consolidated Financial Act	The Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented.
Italian Issuers' Regulation	The CONSOB regulations adopted with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented.
Italian Stock Exchange Regulation	The regulations of the markets organized and managed by Borsa Italiana, in force as at the Offer Document Date.
LC10 Caledonia	LC10 Caledonia AIV GP, LLP, a limited liability partnership organized and existing under the laws of Scotland, with registered office at 50 Lothian Road, Festival Square, EH39WJ, Edinburgh, registration number SO307474.
L Catterton	LC10 International AIV, L.P., a limited partnership organized and existing under the laws of England, with registered office at 50 Lothian Road, Festival Square, EH39WJ, Edinburgh, registration number SL035499.
L Catterton Management	L Catterton Management Limited, a private limited company organized and existing under the laws of England, with registered office at Belgrave House, 76 Buckingham Palace Road, London, Great Britain, SW1W 9TQ, registration number 09923013.
LC Fund	IC Vista SCSp, a special limited partnership (société en commandite speciale) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 40, Avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg, registered with the Companies' Register of Luxembourg under number B283796.
LC Luxco	LV Vista Luxco S.a r.l., a private limited liability company (associé commandité gérant) organized and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 40, Avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg, registered with the Companies' Register of Luxembourg under number B283796.
Majority Shareholders	Jointly, Diego Della Valle, Andrea Della Valle, DI.VI. and DDV.
Majority Stake	The overall no. 21,329,912 Shares held, directly and indirectly through DI.VI. and DDV, by Diego Della Valle and Andrea Della Valle, representing, as at the Issuer's Statement Date, 64.45% of the Issuer's share capital and 73.88% of the voting rights that may be exercised at the shareholders' meetings of the Issuer

Majority Stake Not Tendered to the Offer	The Majority Stake less the DDV Stake Not Tendered to the Offer, i.e. jointly, (i) no. 16,643,057 Shares directly held by DI. VI., representing, as at the Issuer's Statement Date, 50.29% of the Issuer's share capital and 57.65% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, (ii) no. 706,738 Shares directly held by DDV, representing, as at the Issuer's Statement Date, 2.14% of the Issuer's share capital and 2.45% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, (iii) no. 252,000 Shares directly held by Diego Della Valle, representing, as at the Issuer's Statement Date, 0.76% of the Issuer's share capital and 0.87% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, and (iv) no. 268,716 Shares directly held by Andrea Della Valle, representing, as at the Issuer's Statement Date, 0.81% of the Issuer's share capital and 0.93% of the voting rights that may be exercised at the shareholders' meetings of the Issuer.
	Accordingly, as at the Issuer's Statement Date, the Majority Stake Not Tendered to the Offer consists of no. 17,870,511 Shares, representing 54.00% of the Issuer's share capital and 61.90% of the voting rights that may be exercised at the shareholders' meetings of the Issuer.
Maximum Disbursement	The total maximum value of the Offer, equal to Euro 397,986,414.00, calculated on the Consideration and assuming that all the Shares Targeted in the Offer are tendered therein.
Merger	The potential merger by incorporation of the Issuer into the Offeror.
Minority Shareholder Agreement	The agreement entered into on February 10, 2024 between the Majority Shareholders, the Offeror and Delphine, to which LC Fund will adhere following the acquisition by the latter of the entire share capital of the Offeror.
	Pursuant to the Minority Shareholder Agreement, (i) Delphine undertook, among other things, not to tender to the Offer the Minority Shareholder Stake and (ii) DI.VI., the Offeror and Delphine undertook to enter into, on the date of completion of the Delisting, the Shareholders' Agreement.
Minority Shareholder Stake	The overall no. 3,309,900 Shares directly and indirectly held, as at the Issuer's Statement Date, by Delphine and representing 10.00% of the Issuer's share capital and 11.46% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, which Delphine undertook not to tender to the Offer pursuant to the Minority Shareholder Agreement.
Obligation to Purchase pursuant to Art. 108,	The Offeror's obligation to purchase the remaining Shares Targeted in the Offer from each holder thereof who so requests, pursuant to Article Paragraph 1 of the Italian 108, paragraph 1, of the Italian Consolidated Financial Act, in the event that the Offeror and the Persons Acting in Concert come to hold - as a It of the Shores Torgated in the Offer tondored therein and miranagad

OUTSOITHSt.cu I THUICIST Act	directly or manestly by the Offeror and/or the refroms Houng in Concert, outside the Offer, during the Tender Period, as possibly extended in accordance with applicable laws and regulations, and/or during the Reopening of the Tender Period, and/or during the procedure to comply with the Obligation to Purchase pursuant to Art. 108, Paragraph 2 of the Italian Consolidated Financial Act - a stake of at least 95% of the Issuer's share capital.
Obligation to Purchase pursuant to Art. 108, Paragraph 2 of the Italian Consolidated Financial Act	The Offeror's obligation to purchase the remaining Shares Targeted in the Offer from each holder thereof who so requests, pursuant to Art. 108, paragraph 2, of the Italian Consolidated Financial Act, in the event that the Offeror and the Persons Acting in Concert come to hold - as a result of the Shares Targeted in the Offer tendered therein and purchased, directly or indirectly by the Offeror and/or the Persons Acting in Concert, outside the Offer, during the Tender Period, as possibly extended in accordance with applicable laws and regulations, and/or during the Reopening of the Tender Period - a total stake greater than 90% but lower than 95% of the Issuer's share capital.
Offer	The voluntary tender offer for the Shares Targeted in the Offer launched by the Offeror pursuant to Articles 102 and followings, of the Italian Consolidated Financial Act, as well as the applicable provisions of the Italian Issuers' Regulation, as described in the Offer Document.
Offer Document	The offer document relating to the Offer, prepared by the Offeror pursuant to Article 102 of the Italian Consolidated Financial Act and the applicable provisions of the Italian Issuers' Regulation, as approved by CONSOB with resolution no. 23042 of March 21, 2024.
Offer Document Date	The date of publication of the Offer Document pursuant to Article 38 of the Italian Issuers' Regulation.
Offeror	Crown BidCo S.r.l., with registered office in Milan, Via della Spiga no. 30, fiscal code, VAT code and number of registration with the Companies' Register of Milano, Monza Brianza, Lodi 13400600964, and with a paid-up share capital equal to Euro 10,000.00, entirely held, as at the Issuer's Statement Date, by L Catterton.
Offeror Stake	The overall no. 2,657,630 Shares held by the Offeror as a result of purchases made outside the Offer by the Offeror and by L Catterton during the period between February 12, 2024 and the Offer Document Date.
	As at the Issuer's Statement Date, the Offeror Stake represents 8.03%% of the Issuer's share capital and 4.60% of the voting rights that may be exercised at the shareholders' meetings of the Issuer.
Offeror's Notice	The statement relating to the Offer and issued by the Offeror on February 10, 2024 pursuant to Article 102, paragraph 1, of the Italian Consolidated

-

	Agreement - on the date of the Delisting by the Offeror, DI.VI., Delphine and, subject to adherence to the Framework Agreement, LC Fund, aimed at governing their respective rights and obligations as shareholders of the Issuer and which provides for: (a) the Offeror and the Minority Shareholder being represented at the board of directors of the Issuer; (b) further governance and exit rights granted to the parties; and (c) certain restrictions on the transfer of the Shares.
Shares	The ordinary shares of Tod's, without par value and with regular dividend rights (godimento regolare) subject to the dematerialization regime pursuant to Article 83-bis of the Italian Consolidated Financial Act and listed on Euronext Milan (ISIN code of the Shares entitling to one voting right: IT0003007728; ISIN code of the Shares entitling to two voting rights: IT0005366700).
Shares Targeted in the Offer	The maximum no. 9,255,498 Shares, representing 27.97% of the Issuer's share capital as at the Issuer's Statement Date, i.e., all the Shares outstanding as at the Issuer's Statement Date, less the DDV and Minority Shareholder Aggregate Stake, the Offeror Stake and the Treasury Shares.
Tender Period	The period agreed by the Offeror with Borsa Italiana, corresponding to 30 Trading Days, which will commence at 8:30 a.m. (Italian time) on March 25, 2024 and will end, unless extended, at 5:30 p.m. (Italian time) on May 8, 2024, first and last day included, during which Tod's shareholders holding Shares Targeted in the Offer can tender them in the Offer.
Trading Day	Each day on which Italian regulated markets are open according to the trading calendar established annually by Borsa Italiana.
Treasury Shares	The Shares held by the Issuer from time to time. As at the Issuer's Statement Date, Tod's does not hold any Treasury Shares.
Vitale & Co.	Vitale & Co. S.p.A., with registered office in Milan, Via San Paolo no. 7, appointed as financial advisor to the Board of Directors for the numose of issumo the Earness Oninion

interests in LC Fund, provided that, following such investments, L Catterton will retain a majority of the limited partnership interests in LC Fund.

LC Fund will hence be controlled and managed by LC Luxco, the entire share capital of which is held, as at the Issuer's Statement Date, by LC10 Caledonia, which, as indicated above, controls L Catterton. Therefore, following the transfer of the entire share capital of the Offeror to LC Fund, the Offeror will continue to be controlled by LC10 Caledonia, which in turn is controlled by affiliates of L Catterton Management.

The Offeror announced its decision to launch the Offer to CONSOB and the public by means of a notice (the "Offeror's Notice") prepared pursuant to and for the purposes of Article 102, paragraph 1, of the Italian Consolidated Financial Act and Article 37, paragraph 1, of the Italian Issuers' Regulation and disseminated on February 10, 2024 (the "Announcement Date").

On February 29, 2024, the Offeror submitted the offer document concerning the Offer and prepared pursuant to Article 102 of the Italian Consolidated Financial Act and the applicable provisions of the Italian Issuers' Regulation (the "Offer Document") to CONSOB, pursuant to Article 102, paragraph 3, of the Italian Consolidated Financial Act and Article 37-ter of the Italian Issuers' Regulation.

On March 21, 2024, CONSOB approved the Offer Document pursuant to Article 102, paragraph 4, of the Italian Consolidated Financial Act.

Below is a brief description of the main terms and conditions of the Offer. For further details, please refer to the Offer Document.

Shares Targeted in the Offer and the Delisting

The Offer is being launched only in Italy and is addressed, on equal terms and conditions, to all the holders of the Shares Targeted in the Offer (as defined below).

The Offer concerns maximum no. 9,255,498 Shares, representing, as at the Issuer's Statement Date, 27.97% of the Issuer's share capital (the "Shares Targeted in the Offer"). For the sake of clarity, the Shares Targeted in the Offer also include the no. 3,459,401 Shares held by Diego Della Valle & C. S.r.l ("DDV"), as at the Issuer's Statement Date, representing 10.45% of the Issuer's share capital and 11.98% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, that DDV undertook to tender to the Offer ("DDV Stake Tendered to the Offer").

The following are instead excluded from the Offer: (i) no. 16,643,057 Shares directly held, as at the Issuer's Statement Date, by DI.VI. Finanziaria di Diego Della Valle & C. S.r.l. ("DI.VI." and, jointly with Diego Della Valle, Andrea Della Valle and DDV, the "Majority Shareholders") and representing 50.29% of the Issuer's share capital and 57.65% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, (ii) no. 706,738 Shares directly held, as at the Issuer's Statement Date, by DDV and representing 2.14% of the Issuer's share capital and 2.45% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, (iii) no. 252,000 Shares directly held, as at the Issuer's Statement Date, by Diego Della Valle and representing 0.76% of the Issuer's share capital and 0.87% of the voting rights that may be exercised at the shareholders' meetings of the Issuer, (iv) no. 268,716 Shares directly held, as at the Issuer's Statement Date, by Andrea Della Valle, and representing 0.81% of the Issuer's share capital and 0.93% of the voting rights that may be exercised at the shareholders' meetings of the Issuer (the stakes under points (i) to (iv) above, jointly, the "Majority Stake Not Tendered to the Offer", equal to no. 17,870,511 Shares, representing 54.00% of the Issuer's share capital and 61.90% of the voting rights that may be exercised at the shareholders' meetings of the Issuer), (v) no. 3,309,900 Shares held, as at the Issuer's Statement Date, by Delphine S.A.S. ("Delphine"), and representing 10.00% of the Issuer's share capital and 11.46% of the voting rights that may be exercised at the shareholders' meetings of the "Minority Shareholder Stake" and, jointly with the Majority Stake Not Tendered to the Offer, the "DDV and Minority Shareholder Aggregate Stake", equal to no. 21,180,411 Shares, representing 64.00% of the Issuer's share capital and 73.36% of the voting rights that may be exercised at the shareholders' meetings of the Issuer) and (vi) no. 2,657,630 Shares held by the Offeror as a result of purchases made outside the Offer by the Offeror and the Persons Acting in Concert (as defined below) during the period between February 12, 2024 and the Offer Document Date.

Indeed, on February 10, 2024:

(i) the Majority Shareholders and the Offeror entered into a framework agreement (the "Framework Agreement"), to which LC Fund will adhere following the acquisition by the latter of the entire share capital of the Offeror. Pursuant to the Framework Agreement, among other things, (i) DDV undertook to tender to the Offer the DDV Stake Tendered to the Offer, (ii) the Majority Shareholders undertook not to tender to the Offer the Majority Stake Not Tendered to the Offer, and (iii) the parties undertook certain commitments relating to the governance of Tod's for the period prior to the Delisting and (iv) DI.VI. and the Offeror undertook to enter into, on the date of completion of the Delisting, a shareholders' agreement aimed at governing their respective rights and obligations as shareholders of the Issuer (the "Shareholders' Agreement"); and
(ii) the Majority Shareholders, the Offeror and Delphine entered into an agreement (the "Minority Shareholder Agreement"), to which LC Fund will adhere following the acquisition by the latter of the entire share capital of the Offeror, pursuant to which, among other things, (i) Delphine undertook, inter alia, not to tender to the Offer the Minority Shareholder's Stake and (ii) DI.V., the Offeror and Delphine undertook to enter into, on the date of completion of the Delisting, the Shareholders' Agreement.

As indicated in the Offer Document, the Offeror reserved the right to purchase during the Tender Period, as possibly extended in accordance with the applicable laws and regulations and/or during the Reopening of the Tender Period, and/or during the procedure to comply with the Obligation to Purchase pursuant to Art. 108, Paragraph 2, of the Italian Consolidated Financial Act - directly, including thorugh the Persons Acting in Concert - Shares Targeted in the Offer outside the Offer, to the extent permitted under applicable laws and regulations, and such purchases will be notified to the market in accordance with Article 41, paragraph 2, letter c), of the Italian Issuers' Regulation. Accordingly, the number of Shares Targeted in the Offer will decrease if, during the Tender Period, as possibly extended in accordance with applicable laws and regulations, and/or during the Reopening of the Tender Period, and/or during the procedure to comply with the Obligation to Purchase pursuant to Art. 108, Paragraph 2. of the Italian Consolidated Financial Act, if any, the Offeror and/or the Persons Acting in Concert directly and/or indirectly purchase Shares Targeted in the Offer outside the Offer.

The Shares Targeted in the Offer tendered therein must be freely transferable to the Offeror and free of liens and encumbrances of any kind and nature, whether in rem, contractual or personal.

The Offeror will be the only one to purchase the Shares Targeted in the Offer that will be tendered therein.

Through the Offer the Offeror is willing to purchase all of the Shares Targeted in the Offer and, consequently, also taking into account the DDV and Minority Shareholder Aggregate Stake and the Offeror Stake, achieve the delisting of the Shares from Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. (the "Delisting"). Accordingly, on the basis of the information provided in the Offer Document:

(i) in the event that the Offeror and the Persons Acting in Concert come to hold - as a result of the Shares Targeted in the Offer tendered therein and purchased, directly or indirectly by the Offeror and/or the Persons Acting in Concert, outside the Offer, during the Tender Period, as possibly extended in accordance with applicable laws and regulations, and/or during the Reopening of the Tender Period-a total stake greater than 90% but lower than 95% of the Issuer's share capital (also taking into account the DDV and Minority Shareholder Aggregate Stake and any Treasury Shares), the Offeror has already declared its intention not to restore a free float sufficient to ensure the regular course of trading of the Shares. Upon the occurrence of such circumstance, the Offeror will purchase, pursuant to Art. 108, paragraph 2, of the Italian Consolidated Financial Act, the remaining Shares Targeted in the Offer from each holder thereof who so requests in accordance with the provision above (the "Obligation to Purchase pursuant to Art. 108, Paragraph 2 of the Italian Consolidated Financial Act").

If the requirements for the Obligation to Purchase pursuant to Art. 108, Paragraph 2, of the Italian Consolidated Financial Act are met, Borsa Italiana will arrange in accordance with Article 2.5.1,

-

corrective measures and/or remedies that may reasonably have a material impact on the business of the Group or DI.VI., with the prior written consent of the Majority Shareholders; it being understood that the Authorization Condition shall be deemed to be fulfilled if the granting of the authorization(s), if any, provides for the imposition on the Offeror or LC Fund of conditions, constraints or other corrective measures and/or remedies that may not reasonably have a material impact on the business of the direct shareholders of the Offeror or LC Fund and their respective subsidiaries), in accordance with the applicable laws and regulations, by giving notice to the public pursuant to Article 36 of the Italian Issuers' Regulation.

In the event that any of the Conditions Precedent is not fulfilled and the Offeror does not exercise its right to waive it, the Offer will not be completed. In this case, any Shares Targeted in the Offer tendered therein will be returned to their holders, at no cost or expense to them and without prejudice to the increased voting rights attached or being attached to their Shares Targeted in the Offer, by the Trading Day following the date on the Offeror announces, for the first time, that the Conditions Precedent have not been fulfilled.

Maximum aggregate value of the Offer, financing and guarantee of full performance

As specified also in the Offer Document, the Offeror will pay Euro 43.00 in cash per Shares Targeted in the Offer tendered therein (the "Consideration"). The Consideration is intended:

(i) "cum dividend" and, thus, it includes coupons relating to any dividends distributed by the Issuer; and
(ii) net of stamp duty, if due, and of fees, commissions and expenses which will be borne by the Offeror. Substitute tax on capital gains, if due, will be borne by the shareholders tendering their Shares Targeted in the Offer.

The maximum aggregate value of the Offer, calculated based on the Consideration and the maximum aggregate number of Shares Targeted in the Offer, is equal to Euro 397,986,414.00 (the "Maximum Disbursement").

As indicated in the Offer Document, to fully cover the financial requirements arising from the obligations to pay the Consideration connected with the Offer, which are calculated on the assumption of acceptance of the Offer by all the shareholders holding Shares Targeted in the Offer and, thus, equal to the Maximum Disbursement, the Offeror will use its own financial resources, in particular its own equity resources, resulting from capital contributions in favour of, and/or capital increases in, the Offeror made by its sole shareholder, which, in turn, will make use of financial resources made available, or otherwise secured, by means of capital contributions from its investors. Specifically, the Offeror indicated that such equity will be contributed, through LC Fund, either by L Catterton and other funds managed or advised by affiliates of L Catterton Management which, prior to the Payment Date, may invest in LC Fund by subscribing for its limited partnership interests, provided that, after such investments, L Catterton will retain a majority of the limited partnership interests in LC Fund.

In addition, the Offeror announced that, on March 20, 2024, Credit Agricole Corporate and Investment Bank issued a guarantee of full performance in favour of the Offeror, pursuant to Article 37-bis of the Italian Issuers' Regulation (the "Guarantee of Full Performance"). By virtue of the Guarantee of Full Performance, Credit Agricole Corporate and Investment Bank has irrevocably and unconditionally undertaken to make available to Intesa Sanpaolo S.p. A., a joint stock company incorporated under Italian law, with its registered office in Turin, Piazza San Carlo no. 156, registered with the Turin Companies Register under the registration number and tax code 00799960158, registered with the Register of Banks under no. 5361 - AB1 3069.2, and with the Register of Banking Groups under no. 3069.2, member of the Interbank Deposit Guarantee Fund and the National Guarantee Fund, as the intermediary responsible for coordinating the collection of tenders (the "Intermediary Responsible for Coordinating the Collection of Tenders"), the amount due by the Offeror as Consideration for the Shares Targeted in the Offer tendered therein (also during the Reopening of the Tender Period, if any), up to a maximum total amount equal to the Maximum Disbursement. Credit Agricole Corporate and Investment Bank will disburse the aforementioned amounts upon the simple written request of the Intermediary Responsible for Coordinating the Collection of Tenders.

Potential alternative scenarios for the holders of Shares Targeted in the Offer

The Warning A. 13 of the Offer Document describes, as reported below, the potential scenarios for the Issuer's current shareholders.

A. Acceptance of the Offer

If all of the Conditions Precedent are fulfilled (or waived), the Issuer's shareholders who tender their Shares Targeted in the Offer will receive the Consideration, equal to Euro 43.00 per Share Targeted in the Offer Share held by them and tendered therein.

Pursuant to Article 40-bis, paragraph 1, letter b) of the Italian Issuers' Regulation, by the Trading Day following the Payment Day, the Tender Period will be re-opened for five further Trading Days (and, specifically, unless the Tender Period is extended, for the days of May 16, 17, 20, 21 and 22, 2024) if the Offeror, upon publication of the provisional results of the Offer or, in any case, upon publication of the final results of the Offer, announces that it has purchased at least half of the Shares Targeted in the Offer (the "Reopening of the Tender Period").

The Consideration will remain the same and, thus, the Offeror will pay each shareholder tendering its Shares Targeted in the Offer during the Reopening of the Tender Period a Consideration equal to Euro 43.00 in cash per Share Targeted in the Offer. The Consideration will be paid on the fifth Trading Day following the end of the Reopening of the Tender Period, i.e., on May 29, 2024, unless the Tender Period is extended (the "Payment Date Following the Reopening of the Tender Period").

However, pursuant to Article 40-bis, paragraph 3, of the Italian Issuers' Regulation, the Reopening of the Tender Period will not occur if:

(i) the Offeror announces, at least five Trading Days prior to the end of the Tender Period, that it purchased at least half of the Shares Targeted in the Offer;
(ii) at the end of the Tender Period, as possibly extended in accordance with applicable laws and regulations, the Offeror and the Persons Acting in Concert come to hold a shareholding triggering the Obligation to Purchase pursuant to Art. 108, Paragraph 2, of the Italian Consolidated Financial Act (specifically, a shareholding greater than 90% of the Issuer's share capital), as the Offeror has declared its intention not to restore a free float sufficient to ensure the regular course of trading of the Shares, or a shareholding triggering the Right to Purchase and the Obligation to Purchase pursuant to Art. 108, Paragraph 1, of the Italian Consolidated Financial Act (specifically, a shareholding at least equal to 90% of the Issuer's share capital); or

(iii)the Shares have been targeted in one or more competing offers.

The Shares Targeted in the Offer may be tendered therein during the Tender Period or during the Reopening of the Tender Period.

B. Non acceptance of the Offer

If the Offer is not accepted, even during the Reopening of the Tender Period (if any), the Issuer's shareholders will face one of the potential alternative scenarios described below:

The Offeror and the Persons Acting in Concert come to hold a shareholding at least equal to (i) 95% of the Issuer's share capital, as a result of the Shares Targeted in the Offer tendered therein and the purchases carried out outside the Offer, directly or indirectly by the Offeror and/or the Persons Acting in Concert during the Tender Period, as possibly extended in accordance with the applicable laws and regulations and/or during the Reopening of the Tender Period, and/or during the procedure to comply with the Obligation to Purchase pursuant to Art. 108, Paragraph 2, of the Italian Consolidated Financial Act

In this scenario, the Offeror will carry out the Joint Procedure and the Issuer's shareholders that did not tender their Shares Targeted in the Offer will be obliged to transfer to the Offeror the ownership of the Shares Targeted in the Offer they held; as a result, for each Share Targeted in the Offer they held, they will receive a consideration determined pursuant to Article 108, paragraphs 3 and 4, of the Italian Consolidated Financial Act, as referred to in Article 111, paragraph 2, of the Italian Consolidated Financial Act.

If the Right to Purchase is exercised, Borsa Italiana will arrange - in accordance with Article 2.5.1, paragraph 6, of the Italian Stock Exchange Regulation -the suspension of the Shares from trading and/or the Delisting, taking into account the timeframe for the exercise of the Right to Purchase.

(ii) but lower than 95% of the Issuer's share capital, as a result of the Shares Targeted in the Offer tendered therein and the purchases carried out outside the Offer, directly or indirectly by the Offeror and/or the Persons Acting in Concert during the Tender Period, as possibly extended in accordance with the applicable laws and regulations, and/or during the Reopening of the Tender Period

In this scenario, as the Offeror declared its intention not to restore a free float sufficient to ensure the regular course of trading of the Shares, it will have to fulfil the Obligation to Purchase pursuant to Art. 108, Paragraph 2, of the Italian Consolidated Financial Act. The Issuer's shareholders that did not tender their Shares Targeted in the Offer will have the right to request the Offeror to purchase their Shares Targeted in the Offer, pursuant to Art. 108, paragraph 2, of the Italian Consolidated Financial Act. The Offeror will fulfill the Obligation to Purchase pursuant to Art. 108, Paragraph 2, of the Italian Consolidated Financial Act at a consideration per Share Targeted in the Offer determined pursuant to Art. 108, paragraphs 3 and 4, of the Italian Consolidated Financial Act.

Following the Delisting ordered by Borsa Italiana pursuant to Article 2.5.1, paragraph 6, of the Italian Stock Exchange Regulation and except as stated in point (i) above, the Issuer's shareholders that did not tender their Shares Targeted in the Offer and that did not request the Offeror to purchase them will hold financial instruments that are not traded on any regulated market, with ensuing difficulties in liquidating their investment.

In addition to the above, the Offeror indicated that in this scenario and/or in any other scenario where the Delisting is achieved without the Merger being completed, pursuant to the Framework Agreement and the Minority Shareholder Agreement, the Majority Shareholders, Delphine and the Offeror undertook to exercise, upon request of the Offeror, all their rights as shareholders of the Issuer (including, voting in favor of the relevant resolutions at the shareholders' meeting of the Issuer) and to do everything reasonably possible to complete the reverse merger by incorporation of the Offeror into Tod's, by a date to be agreed between the Majority Shareholders and the Offeror.

Moreover, please note that:

the Issuer's shareholders that (i) will still hold Tod's Shares upon the achievement by the Offeror and the Persons Acting in Concert of a shareholding greater than 90% but lower than 95% of the Issuer's share capital and (ii) will not concur in the resolutions approving the merger described above and the consequent amendments to the Issuer's bylaws in order to reflect the contents of the Shareholders' Agreement in its bylaws, would have a right to withdraw pursuant to Article 2437, paragraph 1, letter g);
the liquidation value of the Shares subject to withdrawal would be determined pursuant to Article 2437-ter, paragraph 2, of the Italian civil code, by taking into account the Issuer's assets and its income prospects, as well as the market value of the Shares; and
the liquidation value of the Shares determined in accordance with the above may differ, even significantly, from the Consideration (and therefore may be even lower than the latter).
(iii) The Offeror and the Persons Acting in Concert come to hold a shareholding lower than 90% of the Issuer's share capital; shortage of free float following the Offer and Merger

In this scenario, the Issuer's shareholders that did not tender their Shares Targeted in the Offer will still hold (listed) Shares and the Offeror declared that the Delisting will be achieved through the Merger. In this scenario, pursuant to the Framework Agreement and the Minority Shareholder Agreement, the Majority Shareholders, the Offeror and Delphine undertook to exercise their rights as shareholders of the Issuer (voting in favor of the relevant resolutions at the shareholders' meeting of the Issuer) and to everything reasonably possible power to complete the Merger and to do everything reasonably possible for - subject to the documents relating to the Merger being approved by the Board of Directors - the extraordinary shareholders' meeting of the Issuer to be convened to resolve on the approval of the Merger: (x) by June 30, 2024, if the Tender Period, as it may be extended in accordance with the applicable laws and regulations, ends by May 31, 2024, or (y) by the date to be agreed between the Majority Shareholders and the Offeror (and, in any event, within 18 months from the closing date of the Tender Period, as it may be extended in accordance with applicable laws and regulations), if the Tender Period ends after May 31, 2024.

In addition, pursuant to the Framework Agreement and the Minority Shareholder Agreement, the Majority Shareholders, the Offeror and Delphine undertook to vote in favor of the Merger at the shareholders' meeting of the Issuer.

Please note that:

the Issuer's shareholders that did not concur in the resolution approving the Merger would have the right to withdraw pursuant to Article 2437-quinquies of the Italian civil code, since, as a result of the exchange resulting from the Merger, they would receive interests of the resulting company that will not be traded on a regulated market;
the liquidation value of the Shares subject to withdrawal would be determined pursuant to Article 2437-ter, paragraph 3, of the Italian civil code, by referring to the arithmetic average of the closing prices of the Shares recorded in the six months preceding the date of publication of the convening notice of the shareholders' meeting called to resolve upon the Merger; and
the liquidation value of the Shares determined in accordance with the above may differ, even significantly, from the Consideration; and
the Issuer's shareholders that decide not to exercise the right of withdrawal would become holders of financial instruments that are not traded on any regulated market, with ensuing difficulties in liquidating their investment in the future.

* * * * * *

On March 22, 2024, the board of directors of Tod's (the "Board of Directors") met to evaluate the Offer and approve this Issuer's Statement. Pursuant to and for the purposes of Article 103, paragraph 3, of the Italian Consolidated Financial Act and Article 39 of the Italian Issuers' Regulation, the Issuer's Statement contains any useful information to the shareholders of Tod's for the purposes of evaluating the Offer and the Board of Directors' assessment thereon.

In addition, since the Offer is launched by a person acting in concert with persons (i.e., the Majority Shareholders) holding a shareholding in the Issuer's share capital greater that 30%, the Offer falls within the scope of Article 39-bis, paragraph 1, letter a), number 4), of the Italian Issuers' Regulation and is subject to the provisions thereof. Accordingly, prior to the approval of the Issuer's Statement, the independent directors of Tod's pursuant to Article 147-ter, paragraph 4, of the Italian Consolidated Financial Act, the Issuer's by-laws and, except for Mr. Pierfrancesco Saviotti and Mr. Luigi Abete, Article 2 of the Corporate Governance Code, who are not related parties to the Offeror for the purposes of Article 39-bis, paragraph 2, of the Italian Issuers' Regulation (the "Independent Directors"), who lastly met on March 21, 2024, issued a reasoned opinion evaluating the Offer and the fairness of the Consideration (the "Independent Directors' Opinion"), as described in Section 4 below of this Issuer's Statement.

To fully understand all the assumptions, terms and conditions of the Offer, you should refer exclusively to the Offer Document. The Issuer's Statement is not meant to replace in any way the Offer Document and does not constitute, nor may it be construed as constituting, a recommendation to accept or not to accept the Offer, nor does it replace each shareholder's evaluation of the Offer.

Diego Della Valle	Chairman of the Board of Directors and CEO
Andrea Della Valle	Deputy Chairman of the Board of Directors and CEO
Vincenzo Manes (*)	Independent Director Lead and Independent Director
Romina Guglielmetti (*)	Independent Director
Luigi Abete (** )	Independent Director
Marilù Capparelli (*)	Independent Director
Luca Cordero di Montezemolo (*)	Independent Director
Sveva Dalmasso (*)	Independent Director
Emanuela Prandelli (*)	Independent Director
Pierfrancesco Saviotti (** )	Independent Director
Emilio Macellari	Director
Cinzia Oglio	Director
Michele Scannavini	Director
Chiara Ferragni	Director

(*) Independent director pursuant to Article 147-ter, paragraph 4, of the Italian Consolidated Financial Act, the Issuer's by-laws and Article 2 of the Corporate Governance Code.

(**) Independent director pursuant to Article 147-ter, paragraph 4, of the Italian Consolidated Financial Act and the Issuer's by-laws.

Directors Diego Della Valle and Andrea Della Valle, who were attending the meeting of the Board of Directors, stated that they have a conflict of interest in connection with the Offer, as indicated in the note delivered to the Board of Directors before the meeting (see. Paragraph 1.2. below of the Issuer's Statement) and, thus, they do not want to participate in the discussion and the resolution relating to it. For this reason, they leave the meeting at its beginning.

As for Tod's' Board of Statutory Auditors, the Chairman, Pier Luigi Pace, and the Standing Statutory Auditors, Fabrizio Redaelli and Piera Tula attended the meeting, in person or by audio/video-conference.

1.2 Declaration of one's own interests or third party interests relating to the Offer

Before the meeting of the Board of Directors held on March 22, 2024, the Chairman and the Deputy Chairman of the Board of Directors delivered to the directors and the statutory auditors a note containing the following statements also pursuant to Article 2391 of the Italian civil code and Article 39, paragraph 1, letter b), of the Italian Issuers' Regulation:

Diego Della Valle stated that he is:
- · a person acting in concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter a), of the Italian Consolidated Financial Act, as a party to the Framework Agreement;
- · the Chairman of the Board of Directors and CEO of the Issuer; and
- · the person controlling the Issuer, pursuant to Article 93 of the Italian Consolidated Financial Act. as it holds:
  - o directly, no. 252,000 Shares, representing 0.76% of the Issuer's share capital and 0.87% of the voting rights that may be exercised at the shareholders' meetings of the Issuer:
  - o indirectly, through DDV, no. 4,166,139 Shares, representing 12.59% of the Issuer's share capital and 14.43% of the voting rights that may be exercised at the shareholders' meetings of the Issuer;
  - o indirectly, through DI.VI., no. 16,643,057 Shares, representing 50.29% of the Issuer's share capital and 57.65% of the voting rights that may be exercised at the shareholders' meetings of the Issuer;
Andrea Della Valle stated that he:
- · a person acting in concert with the Offeror pursuant to Article 101-bis, letter a), of the Italian Consolidated Financial Act, as a party to the Framework Agreement;
- · is the Deputy Chairman of the Board of Directors and CEO of the Issuer; and
- holds: .
  - · directly no. 268,716 Shares, representing 0.81% of the Issuer's share capital and 0.93% of the voting rights that may be exercised at the shareholders' meetings of the Issuer:
o indirectly, through ADV Family Holding S.r.l., a shareholding representing 43.60% of DI.VI.'s share capital, which controls the Issuer; and
o directly, a shareholding representing 30% of DDV's share capital, which holds 4,166,139 Shares, representing 12.59% of the Issuer's share capital and 14.43% of the voting rights that may be exercised at the shareholders' meetings of the Issuer.

Moreover, during the meeting of the Board of Directors held on March 22, 2024, with respect to the item on the agenda relating to the analysis of the Offer and the approval of the Issuer's Statement, the following members of the Board of Directors declared to have an interest on their own behalf or on behalf of third parties in connection with the Offer, also pursuant to Article 2391 of the Italian civil ode and Article 39, paragraph 1, letter b), of the Italian Issuers' Regulation as:

Emilio Macellari holds, directly, no.5,000 Shares, and is an advisor, director and special attorney of both DI.VI. and DDV, i.e. Persons Acting in Concert;
Cinzia Oglio is an employee of the Issuer, in her capacity as Investor Relations Manager thereof;
Sveva Dalmasso holds, directly, no. 580 Shares;
Pierfrancesco Saviotti holds, directly, no. 3.200 Shares;
Luca Cordero di Montezemolo holds, indirectly, through a fiduciary company, no. 162.650 Shares.

Director Emanuela Prandelli also clarified that, despite her role as LVMH Associate Professor of Fashion and Luxury Management held at Bocconi University, there is no relationship between her and LVMH Moët Hennessy Louis Vuitton S.E., international company active in the luxury industry and, indirectly, owner of a minority stake in L Catterton Management. Indeed, director Prandelli has disclosed that she is the recipient of a small annual research fund granted by Bocconi University as pat of a broad programme of strategic collaborations supporting research activities with several companies, including LVMH Moët Hennessy Louis Vuitton S.E., and that therefore she does not receive any direct remuneration from the abovementioned company.

The Board of Directors acknowledged the above declarations and took them into account for the purpose of evaluating the Offer and expressing its opinion as described in the Issuer's Statement.

For information on the participation of the members of the Board of Directors in the negotiations for defining the terms and conditions of the transaction, please refer to Section 5 of the Issuer's Statement.

1.3 Reviewed documents

The Board of Directors reviewed the following documents while assessing the Offer and the Consideration, as well as for the purpose of approving the Issuer's Statement (the "Reviewed Documents"):

· the Offeror's Notice, whereby the Offeror announced the decision to launch the Offer pursuant to Articles 102, paragraph 1, of the Italian Consolidated Financial Act and Article 37, paragraph 1, of the Italian Issuers' Regulation;
· the Offer Document, submitted by the Offeror to CONSOB on February 29, 2024 and sent to the Issuer in such versions as amended from time to time during CONSOB's review procedures, as well as in the final version, as approved by CONSOB on March 21, 2024;
· the Independent Directors' Opinion pursuant to Article 39-bis of the Italian Issuers' Regulation, issued on March 21, 2024; and
· the Fairness Opinion issued by Vitale & Co. S.p.A. ("Vitale & Co."), in its capacity as financial advisor, on March 22, 2024, on which the Board of Directors relied for assessing the Offer.

To evaluate the Offer and the fairness of the Consideration, the Board of Directors did not rely on opinions of financial advisors or documents other than those mentioned above.

1.4 Outcome of the meeting of the Board of Directors

On March 22, 2024, the Board of Directors, taking into account the Reviewed Documents, approved his Issuer's Statement, upon unanimous favourable vote of the Directors who voted at the meeting, provided that director Emilio Macellari voluntarily abstained.

Following the approval of the Issuer's Statement, the Board of Directors also granted a mandate, with powers of sub-delegation, to the director Vicenzo Manes for the publication of the Issuer's Statement and, if necessary, for implementing any such amendments and additions as may be requested by CONSOB or any other competent authority, as well as any updates that may be necessary or appropriate pursuant to Article 39, paragraph 4, of the Italian Issuers' Regulation.

2 Useful information and elements for evaluating the Offer

To fully understand all the terms and conditions of the Offer, please refer to the Offer Document and, in particular, to the following Sections and Paragraphs of the Offer Document:

· Section A "Warnings";
· Section B, Paragraph B.1 "Information about the Offeror";
· Section C, Paragraph C.1-"Category and quantities of financial instruments covered by the Offer";
· Section D "Financial instruments of the Issuer owned by the Offeror and by persons acting in concert, including through trust companies or intermediaries";
· Section E "Unit Price per financial instruments and its justification",
· Section F "Terms and conditions of accepting the Offer, dates and procedures for payment of the price and repayment shares"; and
· Section G "Financing modalities, cash confirmation letter and future plans of the Offeror".

Assessments by the Board of Directors on the Offer and the fairness of the Consideration 3 -

3.1 Elements considered by the Board of Directors in its assessments

As set out under Paragraph 1.4 of the Issuer's Statement, in assessing the Offer and the fairness of the Consideration, the Board of Directors has considered the information contained in the Reviewed Documents.

3.2 Assessments by the Board of Directors of the reasons underlying the Offer and the Offeror's future plans

The Board of Directors acknowledged that the Offer is aimed at acquiring the entire share capital of the Issuer and achieving the Delisting (see Section A, Paragraph A.5 of the Offer Document). The Offeror stated in the Offer Document that, although there is no business plan of the Issuer shared between the Offeror and the Majority Shareholders, the Majority Shareholders and the Offeror have agreed that the Delisting is a condition to ensure the pursuit of the Issuer's future growth and consolidation plans, to the extent that the Delisting would allow Tod's to pursue its objectives in a market environment and legal framework characterized by greater managerial and organizational flexibility, with faster decisionmaking and execution times, also benefiting from reduced management and listing costs.

As to the future plans that the Offeror expects to pursue with respect to the Issuer's business, the Offeror has indicated the following, as illustrated in Section G, Paragraph G.2 of the Offer Document:

A. Asset management programmes

As indicated in Section G. Paragraph G.2.1 of the Offer Document, the Offeror stated that it has developed a growth plan for the Issuer, which provides, among other initiatives, for the consolidation of the positioning of the Group's brands through increased investment in communication, the optimization of existing distribution channels and the further penetration of key markets for the luxury industry, such as the United States. The Offeror intends to continue to develop and strengthen the Issuer's market position and to support its achievement of a leading role in the industries in which it operates, thanks to the significant international experience developed by L Catterton.

In this regard, the Offeror believes that L Catterton can contribute to such growth, taking into account L Catterton's nature as an experienced investor in the consumer-focused sector through (i) a team of investment and operating professionals and (ii) a dedicated consulting firm that provides services exclusively to L Catterton's portfolio companies.

B. Future investments and sources of funding

As indicated in Section G, Paragraph G.2.2 of the Offer Document, the management body of the Offeror did not take any formal decision regarding any material investments and/or additional to those generally required for the operational management of activities in the industrial sector in which the Issuer operates.

C. Merger

As indicated in Section G, Paragraph G.2.3 of the Offer Document, in case:

(i) the legal conditions triggering the Delisting are not satisfied by the end of the Tender Period, as it may be extended in accordance with applicable laws and regulations and/or reopened following the Reopening of the Tender Period, and therefore the Shares remain listed on Euronext Milan, the Delisting will be achieved through the Merger.

As indicated by the Offeror, in this scenario, pursuant to the Framework Agreement, the Majority Shareholders and the Offeror undertook to exercise their rights as shareholders of the Issuer (including voting in favor of the relevant resolution at the shareholders' meeting of the Issuer) and to do everything reasonably possible to complete the Merger. For this purpose, Diego Della Valle - in his capacity as Chairman of the Board of Directors - shall promptly convene the meetings of the Board of Directors to initiate the Merger process so that, in the event that the documents relating to the Merger are approved by the Board of Directors, the extraordinary shareholders' meeting of the Issuer shall be convened to resolve on the approval of the Merger: (x) by June 30, 2024, if the Tender Period, as it may be extended in accordance with the applicable laws and regulations, ends by May 31, 2024, or (y) by the date to be agreed between the Majority Shareholders and the Offeror (and, in any event, within 18 months from the closing date of the Tender Period, as it may be extended in accordance with applicable laws and regulations), if the Tender Period ends after May 31, 2024.

Therefore, upon completion of the Offer, the shareholding owned in aggregate by the Majority Shareholders. Delphine and the Offeror will enable them to cast a sufficient number of votes to approve the Merger at the extraordinary shareholders' meeting of the Issuer (taking into account that the quorum required for the adoption of resolutions at the extraordinary shareholders' meeting of the Issuer, in a single call, is two-thirds of the share capital with voting rights represented at such meeting, which must be equal to at least one-fifth of the Issuer's share capital).

In this scenario, the Issuer's shareholders that did not concur in the approval of the Merger resolution would have the right to withdraw pursuant to Article 2437-quinquies of the Italian civil code, since, as a result of the exchange resulting from the Merger, they would receive shares of the resulting company that are not listed on a regulated market.

The liquidation value of the Shares subject to withdrawal would be determined pursuant to Article 2437-ter, paragraph 3, of the Italian civil code, by referring to the arithmetic average of the closing prices recorded in the six months preceding the date of publication of the convening notice of the shareholders' meeting of Tod's called to resolve on the Merger. In this regard, the Offeror indicated that:

a. the liquidation value of the Shares determined in accordance with the above may differ, even significantly, from the Consideration.
b. the Issuer's shareholders that decide not to exercise the right of withdrawal would be holders of financial instruments that are not traded on any regulated market, with consequent difficulties in liquidating their investment in the future.

Without prejudice to the above, the Offeror clarified that (i) pursuant to the Related Parties Regulation and the procedure on related party transactions adopted by Tod's, the Merger would be a related party transaction and would therefore be subject to the relevant provisions of law; and (ii) pursuant to the Framework Agreement, the Offeror undertook to cause LC Fund to acquire all Shares in respect of which the Issuer's shareholders (other than the Majority Shareholders and Delphine) would exercise the right of withdrawal to which they would be entitled as a result of the Merger and which would be offered as an option to the Issuer's shareholders pursuant to Article 2437-quater of the Italian civil code.

(ii) the Delisting is achieved - without the completion of the Merger - pursuant to the Framework Agreement and the Minority Shareholder Agreement, the Majority Shareholders, Delphine and the Offeror undertook to exercise, upon request of the Offeror, all their rights as shareholders of the Issuer (including, voting in favor of the relevant resolutions at the shareholders' meeting of the Issuer) and to do everything reasonably possible to complete the reverse merger by incorporation of the Offeror into Tod's, by a date to be agreed between the Majority Shareholders and the Offeror.

In this scenario, the Issuer's shareholders that (i) will still hold Tod's' Shares upon the achievement by the Offeror and the Persons Acting in Concert of an aggregate shareholding greater than 90% but lower than 95% of the Issuer's share capital and (ii) will not concur in the resolution approving the merger described above and the related amendments to the Issuer's bylaws, adopted to reflect the contents of the Shareholders' Agreement in its bylaws, would have the right to withdraw pursuant to Article 2437, paragraph 1, letter g), of the Italian civil code.

The liquidation value of the Shares subject to withdrawal would be determined pursuant to Article 2437-ter, paragraph 2, of the Italian civil code, by taking into account the Issuer's assets and its income prospects, as well as the market value of the Shares.

Therefore the liquidation value of the Shares determined in accordance with the above may differ, even significantly, from the Consideration (and therefore may be even lower than the latter).

D. Expected changes to the composition of corporate bodies

As indicated in Section G, Paragraph G.2.4 of the Offer Document, pursuant to the Framework Agreement, DI.VI. undertook, vis-d-vis the Offeror, to submit to the Issuer's shareholders' meeting convened to resolve on, inter alia, the approval of the financial statements for the financial year ended December 31, 2023 and the appointment of the new board of directors of Tod's:

(i) the proposal to appoint a board of directors consisting of nine members and to set its term of office at one financial year, i.e. until the approval by the Issuer's shareholders' meeting of the financial statements for the financial year ending December 31, 2024; and

(ii) a slate of nine candidates for the appointment of the board of directors, of which (a) six candidates designated by DI. VI. (one of whom shall be of the least represented gender) and (b) three candidates designated by the Offeror (all of whom shall be of the least represented gender and shall meet the independence requirements provided for by the Italian Consolidated Financial Act and the Corporate Governance Code), who will be placed in a position other than the last one within the slate.

The Majority Shareholders also undertook, vis-à-vis the Offeror, to vote in favour of the proposal under (i) above and the slate under (ii) above.

The Offeror undertook, vis-d-vis the Majority Shareholders, to do everything possible to ensure that the three directors selected by the Offeror and included in the slate submitted by DI.VI. resign from office in the event that the Offer is not completed.

In addition, the Offeror indicated in the Offer Document that the Framework Agreement provides that, subject to the completion of the Offer and until the Shareholders' Agreement becomes effective (i.e. upon Delisting), the following provisions will apply with respect to composition and appointment of the board of directors and the board of statutory auditors of the Issuer.

Tod's board of directors

The Issuer's board of directors shall consist of nine directors, of which: (i) at least five directors designated by DI. VI. (one of whom shall be of the least represented gender), including the chairman and the managing director/CEO; and (ii) three directors designated by the Offeror (all of whom shall be of the least represented gender and shall meet the independence requirements provided for by the Italian Consolidated Financial Act and the Corporate Governance Code). For this purpose, if it is necessary to appoint a new board of directors of the Issuer following the termination, for any reason whatsoever, of the Issuer's board of directors appointed in accordance with the provisions of the Framework Agreement:

(i) DI.VI. will submit to the relevant shareholders' meeting of the Issuer: (a) the proposal to appoint a board of directors consisting of nine members and to set its term of office at three financial years; and (b) a slate of nine candidates for the appointment of the board of directors, of which (x) six candidates designated by DI. (one of whom shall be of the least represented gender) and (b) three candidates designated by the Offeror (all of whom shall be of the least represented gender and shall meet the independence requirements provided for by the Italian Consolidated Financial Act and the Corporate Governance Code), who will be placed in a position other than the last one within the slate;
(ii) the Majority Shareholders and the Offeror will vote at the shareholders' meeting in favour of the proposal under (a) above and the slate under (b) above.

In the event that a director of the Issuer appointed upon designation by DI.VI. or the Offeror ceases to hold office before the term of office for any reason whatsoever, DI. VI. and the Offeror will ensure that the directors designated by each of them: (i) appoint as new director by co-optation - pursuant to Article 2386 of the Italian civil code and in accordance with the Issuer's bylaws, the applicable law and the Corporate Governance Code - the candidate to be designated by the shareholder who had appointed the director ceasing to hold the office; and (ii) submit to the first useful shareholders' meeting the confirmation of the director co-opted pursuant to point (i) above. In addition, the Majority Shareholders and the Offeror undertook to vote at the shareholders' meeting in favour of the proposals under (i) above.

Tod's board of statutory auditors

The Issuer's board of statutory auditors will consist of three standing statutory auditors and two alternate statutory auditors, of which: at least (i) one standing statutory auditor designated by DI.VI; (ii) one standing statutory auditor designated by the Offeror; and (iii) one alternate statutory auditor designated by DI.VI.

For this purpose, if it is necessary to appoint a new board of statutory auditors of the Issuer following the termination, for any reason whatsoever, of the Issuer's board of statutory auditors in office on the Announcement Date: (i) DI.VI. will submit to the relevant shareholders' meeting of the Issuer a slate of candidates for the appointment of the board of statutory auditors consisting of three candidates designated by DI.VI. (of which two as standing statutory auditors and one as alternate statutory auditor) and two candidates designated by the Offeror (of which one as standing statutory auditor and one as alternate statutory auditor), provided that one candidate designated by DI.VI. as standing statutory auditor, one candidate designated by DI. VI. as alternate statutory auditor and one candidate designated by the Offeror as standing statutory auditor will be placed in a position other than the last one within the slate; (ii) the Majority Shareholders and the Offeror will vote at the shareholders' meeting in favour of the slate referred to in (i) above.

In the event that a statutory auditor of the Issuer appointed upon designation by DI.VI. or the Offeror ceases to hold office before the term of office for any reason whatsoever, DI.VI. and the Offeror will vote, at the shareholders' meeting of the Issuer convened to integrate the board of auditors, in favour of the appointment as new statutory auditor of the candidate to be designated by the shareholder who had designated the statutory auditor ceasing to hold the office, in accordance with the Issuer's bylaws, the applicable law and the Corporate Governance Code.

In addition, the Offeror also indicated that the Shareholders' Agreement includes the following provisions regarding the Issuer's governance, which will apply following the Delisting.

Tod's board of directors

The Issuer will be managed by a board of directors consisting of 11 members, of which (i) six members will be designated by DI.VL, (ii) three members will be designated by the Offeror, (iii) one member will be designated by the Minority Shareholder and (iv) the remaining member will be the chief executive officer, provided that the composition of the first board of directors of Tod's board of directors following the Delisting will be attached to the Shareholders' Agreement to be entered into on the date of completion of the Delisting.

The chairman and the deputy chairman of Tod's board of directors will be appointed among the directors designated by DI.VI.

Tod's board of statutory auditors

The board of statutory auditors of Tod's will consist of three standing statutory auditors and two alternate statutory auditors, of which (i) two standing statutory auditors and one alternate statutory auditor designated by DI.VI.; (ii) one standing statutory auditor and one alternate statutory auditor designated by the Offeror.

The chairman of the board of statutory auditors of Tod's will be appointed among the statutory auditors designated by the Offeror.

E Amendments to the bv-laws

As indicated in Section G, Paragraph G.2.6 of the Offer Document, the Offeror did not identify any specific amendments or changes to be made to the Issuer's bylaws prior to the Delisting.

However, the Offeror indicated that, pursuant to the Framework Agreement, in the event that the Delisting is achieved other than as a result of the Merger, as soon as possible following the Delisting. and unless otherwise agreed between the Majority Shareholders and the Offeror, the latter parties undertook to vote in favour of amending the Issuer's bylaws to reflect, to the fullest extent permitted by law, the provisions of the Shareholders' Agreement.

If, on the other hand, the Delisting is achieved as a result of the Merger, (i) the amendments necessary to reflect, to the fullest extent permitted by law, the Shareholders' Agreement will be made to the bylaws of the company resulting from the Merger (i.e., the Offeror), which will be attached to the relevant merger plan; and (ii) LC Fund will vote - at the shareholders' meeting of the Offeror convened to resolve on the Merger - in favour of the amendments to the bylaws referred to in (i) above. The Offeror also indicated that, following the Delisting, certain amendments could be made to adapt the Issuer's by-laws to those of a company with shares not admitted to trading on the Euronext Milan.

With reference to the above, the Board of Directors believes that the Offeror's plans are consistent with the Issuer's industrial growth strategy and its business model, taking into account, in particular, the Offeror's declared intention to pursue the consolidation of the Group's brands through increased investment in communication of existing distribution channels and the further penetration of key markets for the luxury sector.

3.3 Evaluation of the fairness of the Consideration

3.3.1 Main information on the Consideration provided for in the Offer Document

The Board of Directors acknowledges that the Consideration, as set forth in Section E, Paragraph E.1 of the Offer Document, is equal to Euro 43.00 per Share Targeted in the Offer tendered thereto and the Consideration is intended:

(i) "cum dividend" and, thus, it includes coupons relating to any dividends distributed by the Issuer; and

(ii) net of stamp duty, if due, and of fees, commissions and expenses which will be borne by the Offeror. Substitute tax on capital gains, if due, will be borne by the shareholders tendering their Shares Targeted in the Offer.

The maximum aggregate value of the Offer, calculated based on the Consideration and the maximum aggregate number of Shares Targeted in the Offer, is equal to Maximum Disbursement, i.e., to Euro 397,986,414.00.

As described in Section E, Paragraph E.1.1 of the Offer Document, the official price per Share recorded at the end of February 9, 2024 (the last Trading Day prior to the Announcement Date) was equal to Euro 36.57 and, with respect to such price, the Consideration incorporates a premium of 17.59% per Share.

As indicated in the Offer Document (see Section E, Paragraph E.1 of the Offer Document), the Consideration has been determined through independent evaluations that took into account, among other things, the following factors:

· the official price of the Shares as at the Trading Day prior to the Announcement Date;
· the volume weighted average price of the Shares in different time periods, namely one month, three months, six months and 12 months before February 9, 2024 (i.e., the last Trading Day prior to the Announcement Date);
· the target prices resulting from research reports by financial analysts publicly available prior to February 9, 2024 (i.e., the last Trading Day prior to the Announcement Date) and in any event not prior to November 2023.

For further information on the observations provided by the Offeror with respect to the Consideration, please refer to Section E of the Offer Document.

3.3.2 Vitale & Co.'s Fairness Opinion

To perform an in-depth assessment of the fairness of the Consideration, the Board of Directors has appointed Vitale & Co. as financial advisor pursuant to Article 39, paragraph 1, letter d), of the Italian Issuers' Regulation and entrusted it with the task to issue a fairness opinion for the Board of Directors on the fairness, from a financial point of view, of the Consideration.

The financial advisor Vitale & Co. performed its analysis independently and issued its fairness opinion, pursuant to the aforementioned Article 39, paragraph 1, letter d), of the Italian Issuers' Regulations, on March 22, 2024 (the "Fairness Opinion").

The following is a summary of the content of the Fairness Opinion (attached hereto as Appendix A), to which reference is made for a more detailed description of the assumptions made, the methodologies

	Value per Share (in Euro)
Methodology	Minimum	Maximum
Evaluation methodologies
DCF	39.1	47.4
Market multiples	26.7	34.7
Market analysis
30.0 Target prices analysis		45.0
Price performance analysis	32.8	35.7
Premiums paid analysis	41.9	45.9

· having analysed, among other things, the contents of (i) the Offeror's Notice, (ii) drafts of the Offer Document, and (ii) the fairness opinion of Goldman Sachs and the financial analysis carried out by the latter in connection with the issuance of their fairness opinion;
· without prejudice to the analysis described in Paragraph 7 of the Independent Directors' Opinion;
· having noted that, in particular, the Offeror intends to achieve the Delisting of the Issuer, including through the Merger, and that, thus, persons who will still hold Shares, and do not exercise the withdrawal right, may not be able to easily dispose of such financial instruments as they would receive financial instruments that will not be listed on a regulated market;
· having considered the Offer to be consistent with the growth strategy and the business model of the Issuer:
· having taken into account the activities underlying, and the observations contained in, the GS Fairness Opinion, according to which, based upon and subject to the factors and assumptions set forth therein, as of March 21, 2024, the Consideration is fair, from a financial point of view, to the holders of Shares (other than the Offeror, the Persons Acting in Concert and their respective affiliates);
· having considered that the Independent Directors' Opinion is given pursuant to and for the purposes of Article 39-bis of the Italian Issuers' Regulation and, therefore, for the purposes of the issuance by the Board of Directors of the subsequent Issuer's Statement pursuant to Article 103, paragraph 3, of the Italian Consolidated Financial Act and Article 39 of the Italian Issuers' Regulation,

at the end of the abovementioned preliminary activities carried out in connection with the Offer, unanimously deemed the Consideration to be fair from a financial point of view, thus concluding their opinion as follows: "the Independent Directors [ ... ] deem, unanimously that: (i) the Offer is compliant with the laws applicable to voluntary tender offers and that is does not contain any ancillary element that affects its main contents; (ii) the purpose of the Offer and the Offeror's future plans are abstractly capable of creating value, taking into account that the Offeror has stated that it has identified a plan for the Issuer's growth, to be implemented with the contribution of L Catterton, an investor with expertise in the consumer goods (consumer-focused) sector through (i) a team of investment and operational professionals and (ii) a dedicated consulting firm providing services exclusively to L Catterton's portfolio companies; (iii) the Consideration, amounting to Euro 43.00 (cum dividend) per Share, is fair from a financial point of view".

For further information, see the Independent Directors' Opinion.

Information relating to the participation of the members of the Board of Directors in the 5 negotiations for the structuring of the transaction

The Chairman of the Board of Directors and CEO Diego Della Valle and the Deputy Chairman of the Board of Directors and Chief Executive Officer Andrea Della Valle stated that although they did not take part in the decision-making process that led to the launch of the Offer, they were aware of it, as Persons Acting in Concert.

Finally, director Emilio Macellari also disclosed that he was informed of every stage of the decisionmaking process that led to the launch of the Offer, in his capacity as advisor, director and special attorney of both DI.VI. and DDV, i.e. Persons Acting in Concert.

Without prejudice to the above, any other member of the Board of Directors participated in the negotiations relating to structuring of the transaction with which the Offer has been launched.

6 Updating of information available to the public and disclosure of significant events pursuant to Article 39 of the Italian Issuers' Regulation

6.rmation on significant events occurred after the approval of the last annual financial statements or the last published interim financial statements

On March 6, 2024, the Board of Directors resolved to convene the shareholders' meeting for, among other things, the approval of the financial statements of Tod's for the financial year ended December 31, 2023 on April 24, 2024, upon first call, and on May 24, 2024, upon second call.

On March 12, 2024, the Board of Directors approved the Issuer's draft financial statements and the Group's consolidated financial statements as of December 31, 2023 and published the press release on the financial results for the financial year ended December 31, 2023, which is available to the public on Tod's' website and on the authorized storage mechanism "". The Issuer's draft financial statements and the Group's consolidated financial statements as of December 31, 2023 will be made available to the public at the registered office of the Issuer, on Tod's' website and on the authorized storage mechanism "" by April 2, 2024 and, thus, during the Tender Period.

In any event, as at the Issuer's Statement Date, to the Board of Directors' knowledge, no significant events have occurred after the approval of the Issuer's draft financial statements and the Group's consolidated financial statements as of December 31, 2023 that have not been disclosed to the public.

6.2 Information on recent performance and prospects of the Issuer not included in the Offer Document

As at the Issuer's Statement Date, there is no further information on the Issuer' and Group's recent performance and prospects other than that disclosed in the press release dated March 12, 2024 on the financial results for the financial year ended December 31, 2023, which is available to the public on Tod's' website and on the authorized storage mechanism "IInfo".

7 Information pursuant to Article 39, paragraph 1, letter h), of the Italian Issuers' Regulation

As previously indicated, in the Offer Document the Offeror reserved the right to achieve the objective of the Delisting through the Merger. Furthermore, the Offeror indicated that, in such scenario, pursuant to the Framework Agreement and the Minority Shareholder Agreement, the Majority Shareholders, the Offeror and Delphine undertook to exercise their rights as shareholders of the Issuer (including voting in favor of the relevant resolution at the shareholders' meeting of the Issuer) and to do everything reasonably possible to complete the Merger and to do everything reasonably possible for - subject to the documents relating to the Merger being approved by the Board of Directors - the extraordinary shareholders' meeting of the Issuer to be convened to resolve on the approval of the Merger: (x) by June 30, 2024, if the Tender Period, as it may be extended in accordance with the applicable laws and regulations, ends by May 31, 2024, or (y) by the date to be agreed between the Majority Shareholders and the Offeror (and, in any event, within 18 months from the closing date of the Tender Period, as it may be extended in accordance with applicable laws and regulations), if the Tender Period ends after May 31, 2024. In addition, pursuant to the Framework Agreement and the Minority Shareholder Agreement, the Majority Shareholders, the Offeror and Delphine undertook to vote in favor of the Merger at the shareholders' meeting of the Issuer.

If, on the other hand, the Delisting is achieved (other than as a result of the Merger), pursuant to the Framework Agreement and the Minority Shareholder Agreement, the Majority Shareholders, Delphine and the Offeror undertook to exercise, upon request of the Offeror, all their rights as shareholders of the Issuer (including, voting in favor of the relevant resolutions at the shareholders' meeting of the Issuer) and to do everything reasonably possible to complete the reverse merger by incorporation of the Offeror into Tod's, by a date to be agreed between the Majority Shareholders and the Offeror.

However, the Offeror has clarified that, as at the Offer Document Date, no formal decisions have been taken by the competent bodies of the companies that might be involved in the above merger scenarios.

Without prejudice to the foregoing, since (i) the payment of the amounts due in the context of the Offer will be made by the Offeror by making use of its own financial resources, in particular its own equity resources, resulting from capital contributions in favour of, and/or capital increases made in, the Offeror made by its sole shareholder and (ii) based on the information provided in the Offer Document, the Offeror does not appear to have incurred in any indebtedness as at the Offer Document Date, the completion of the merger transaction described above is not expected to cause an increase in the Issuer's financial indebtedness.

8 Conclusions of the Board of Directors

The Board of Directors.

· having analysed the contents of (i) the Offer Document and the additional documentation relating to the Offer, (ii) the Fairness Opinion, and (iii) the Independent Directors' Opinion;
· having taken into account (i) the conclusions of the Fairness Opinion, according to which, on the basis of the analysis performed and subject to the qualifications and limits described in the Fairness Opinion, as at the date thereof, the Consideration is fair, from a financial point of view, to the Issuer's shareholders holding Shares Targeted in the Offer, and (ii) the conclusions of the Independent Directors' Opinion, according to which "the Independent Directors [ ... ] deem, unanimously that: (i) the Offer is compliant with the laws applicable to voluntary tender offers and that is does not contain any ancillary element that affects its main contents; (ii) the purpose of the Offer and the Offeror's future plans are abstractly capable of creating value, taking into account that the Offeror has stated that it has identified a plan for the Issuer's growth, to be implemented with the contribution of L Catterton, an investor with expertise in the consumer goods (consumerfocused) sector through (i) a team of investment and operational professionals and (ii) a dedicated consulting firm providing services exclusively to L Catterton's portfolio companies; (iii) the Consideration, amounting to Euro 43.00 (cum dividend) per Share, is fair from a financial point of view".

upon unanimous favourable vote of the Directors who voted at the meeting, provide that director Emilio Macellari voluntarily abstained, deems that the Consideration is fair from a financial point of view for the holders of Shares Targeted in the Offer, and does not discern any breach of the rules applicable to the Offer itself.

In any event, the Board of Directors clarifies that (i) this Issuer's Statement is not intended in any way to replace the Offer Document or any other document relating to the Offer within the Offeror's competence and responsibility and disseminated by the Offeror, and does not in any way constitute, nor may it be construed as, a recommendation to tender or not to tender the Shares Targeted in the Offer nor does it replace the need for each shareholder of the Issuer to carry out his or her own personal evaluation in connection with tendering its Shares Targeted in the Offer and any other transaction involving the Issuer and the financial instruments issued by the Issuer, based on what the Offeror represents in the Offer Document (ii) the financial viability of tendering their Shares in the Offer must be assessed by each individual shareholder at the time of acceptance, taking into account all of the above, the performance of the Shares, the Offeror's declarations, as well as the information contained in the Offer Document and in any other document relating to the Offer.

The Issuer's Board of Statutory Auditors acknowledged the resolution adopted by the Board of Directors.

. . . . . . . . . .

The Issuer's Statement, together with its annexes, is included in the Offer Document published on the Issuer's website at www.todsgroup.com.

-

152

VITALE&CO

(i) Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.I. ("DIVI") e Diego Della Valle & C. S.r.l. ("DDV" e, unitamente a DIVI, Diego Della Valle e Andrea Della Valle, gli "Azionisti di Maggioranza") con complessive n. 21.329.912 azioni, pari al 64,45% del capitale sociale ed al 73,88% dei diritti di voto in virtù delle azioni con voto maggiorato detenute;
(ii) Delphine S.A.S. (l'"Azionista di Minoranza") con complessive n. 3.309.900 azioni, pari al 10,00% del capitale sociale ed all'11,46% dei diritti di voto in virtù delle azioni con voto maggiorato detenute;
(iii) altri azionisti con complessive n. 8.453.727 azioni, pari al 25,55% del capitale sociale ed al 14,66% dei diritti di voto in virtù delle azioni con voto maggiorato detenute.

Alla Data di Annuncio, gli Azionisti di Maggioranza, da un lato, e l'Offerente (l'Offerente insieme agli Azionisti di Maggioranza, le "Parti"), dall'altro lato, hanno sottoscritto un framework agreement (l'"Accordo Quadro") che disciplina, fra l'altro:

(i) (a) l'impegno di DDV a portare in adesione all'Offerta n. 3.459.401 azioni pari al 10,45% del capitale sociale (la "Partecipazione DDV Conferita all'Offerta"), e (b) l'impegno degli Azionisti di Maggioranza a non portare in adesione all'Offerta n. 17.870.511 azioni parì al 54,00% del capitale sociale (la "Partecipazione di Maggioranza Non Conferita all'Offerta");
(ii) I'impegno dell'Offerente a promuovere l'Offerta al fine di ottenere il Delisting;
(iii) taluni obblighi e impegni delle Parti in relazione all'Offerta, nonché all'eventuale fusione tra l'Emittente e BidCo a esito dell'Offerta;
(iv) talune previsioni in merito alla corporate governance di Tod's per il periodo antecedente al Delisting; e
(v) l'impegno di DIVI, BidCo e, subordinatamente all'accordo Quadro, di LC Vista SCSp veicolo societario costituito ai sensi del diritto del Gran Ducato del Lussemburgo, (direttamente o indirettamente) controllato da L Catterton o da suoi affiliati ("HoldCo") e che deterrà l'intero capitale sociale di BidCo - a sottoscrivere, alla data del Delisting, un patto parasociale - nel testo allegato all'Accordo Quadro così come integrato ai sensi dell'Impegno dell'Azionista di Minoranza (come infra definito) - volto a disciplinare i rispettivi diritti e obblighi in qualità di azionisti dell'Emittente e che prevede: (a) una rappresentanza di BidCo nel consiglio di amministrazione dell'Emittente, (b) ulteriori diritti di governance e di cd. exit delle parti, e (c) talune limitazioni al trasferimento delle azioni (il "Patto Parasociale").

In pari data gli Azionisti di Maggioranza, BidCo e l'Azionista di Minoranza hanno sottoscritto un separato accordo (l'"Impegno dell'Azionista di Minoranza") ai sensi del quale, inter alio:

(i) le relative parti hanno assunto taluni impegni in relazione all'Offerta ivi incluso l'impegno dell'Azionista di Minoranza a non portare in adesione all'Offerta le azioni dell'Emittente detenute (la "Partecipazione dell'Azionista di Minoranza") - nonché a votare l'eventuale fusione tra l'Emittente e BidCo a esito dell'Offerta; e
(ii) DIVI, BidCo e l'Azionista di Minoranza si sono impegnati a sottoscrivere, alla data del Delisting, il Patto Parasociale - così come modificato ai sensi dell'Azionista di Minoranza per tener conto della Partecipazione dell'Azionista di Minoranza - e BidCo si è impegnata a far sì che HoldCo sottoscriva il Patto Parasociale alla data del Delisting.

Successivamente, in data 29 febbraio 2024, l'Offerente ha depositato presso CONSOB il documento d'offerta (il "Documento di Offerta"), in cui i termini e le condizioni dell'Offerta sono ampiamente descritti.

VITALE&CO

deliberate per riflettere nello statuto sociale della Società o di BidCo (a seconda dei casi) il contenuto del Patto Parasociale e che verranno offerte in opzione agli azionisti ai sensi dell'art. 2437-quater c.c.

L'Offerente ha dichiarato, ai sensi dell'articolo 37-bis del Regolamento Emittenti, di essersi posto in condizione di poter far fronte pienamente agli impegni di pagamento del Corrispettivo attraverso proprie risorse derivanti da versamenti in conto capitale e/o aumenti di capitale nell'Offerente che saranno effettuati dal socio unico, il quale, a sua volta, si avvarrà di risorse finanziarie messe a disposizione mediante, o altrimenti sostenute da, versamenti in conto capitale da parte dei propri investitori.

2 - Motivazioni dell'Operazione

Come indicato nel Documento di Offerta, l'Offerente ha valutato positivamente l'opportunità di acquisire una partecipazione di minoranza nell'Emittente che, nel contesto delle previsioni previste dal Patto Parasociale, consenta all'Offerente di godere di taluni diritti di governance a tutela del proprio investimento nonché di taluni diritti di exit.

In tale contesto, l'Offerente ha individuato un progetto di crescita dell'Emittente, che prevede, tra le altre iniziative, il consolidamento del posizionamento dei marchi del Gruppo attraverso un rafforzamento degli investimenti in comunicazione, l'ottimizzazione dei canali distributivi esistenti, nonché l'ulteriore penetrazione di mercati chiave per il settore del lusso tra i quali, ad esempio, gli Stati Uniti. A tal riguardo, l'Offerente ritiene che L Catterton possa contribuire a tale crescita, tenuto conto della natura di L Catterton quale investitore dotato di esperienza nel settore dei beni di consumo (consumer-focused) mediante (i) un team di professionisti in materia di investimenti e operativi e (ii) una società di consulenza dedicata che presta servizi esclusivamente alle società in portafoglio di L Catterton.

Infine gli Azionisti di Maggioranza e l'Offerente hanno concordato che il Delisting dell'Emittente sia un presupposto per assicurare il perseguimento dei programmi futuri di crescita e il rafforzamento dell'Emittente, nella misura in cui il Delisting consenta a quest'ultimo di perseguire i propri obiettivi in un contesto di mercato e in una cornice giuridica caratterizzati da maggiore flessibilità gestionale e organizzativa, con tempi di decisione e di esecuzione più rapidi e beneficiando altresì di una riduzione dei costi di gestione e di quotazione sul mercato.

3 - Limitazioni e qualificazioni

Il presente Parere è espresso da Vitale esclusivamente a beneficio del Consiglio di Amministrazione della Società in relazione all'Offerta, mentre non è formulato per conto - né a beneficio - degli azionisti della Società, dell'Offerente o di alcun altro soggetto.

Inoltre, il Parere ha ad oggetto soltanto la congruità, da un punto di vista finanziario ed alla data odierna, del Corrispettivo previsto ai sensi dell'Offerta e non valuta alcun altro aspetto od implicazione dell'Offerta, ivi compresa, a titolo esemplificativo e non esaustivo, qualsiasi problematica di natura contabile, legale, fiscale, regolamentare ovvero la struttura dell'Offerta.

Il Parere non costituisce una raccomandazione, né tantomeno deve essere inteso come tale, ad aderire all'Offerta o in relazione alle modalità ai sensi della Società della Società dovrebbero votare ovvero agire in relazione all'Offerta.

Il Parere o parti dello stesso non possono, inoltre, essere riprodotti e/o divulgati, in qualsiasi forma, senza il preventivo assenso scritto di Vitale salvo che per adempiere a obblighi comunicativi di natura regolamentare ed in tal caso il Parere dovrà essere considerato nella sua interezza.

I risultati delle analisi effettuate non possono in alcun modo essere considerati quali stime del valore economico e/o di mercato della Società in contesti e per finalità differenti da quelli del presente Parere, né possono essere considerati indicativi di valori realizzabili in altre operazioni straordinarie aventi ad oggetto le azioni della Società, ovvero singoli beni o attività della stessa.

Si segnalano inoltre le ulteriori qualificazioni e limitazioni di seguito riassunte:

(i) l'Incarico non prevede lo svolgimento di procedure di revisione contabile, né un esame dei controlli interni, né una procedura di impairment o altre procedure di verifica. Vitale, inoltre, non ha effettuato alcuna verifica o indagine di natura contabile, fiscale, legale, commerciale, industriale e amministrativa. Di conseguenza, Vitale non esprime alcun parere né alcuna forma di certificazione sui bilanci (civilistici e/o consolidati) dell'Emittente e/o su qualsiasi altra informazione finanziaria (attuale e prospettica) e/o sui controlli operativi o interni e/o su dati e aspetti di natura industriale della Società;
(ii) l'Incarico non comprende alcuna valutazione indipendente ed autonoma dei possibili valori di realizzo di attività o di sussistenza di rischi di esborso associati a passività, ancor solo potenziali, di pertinenza della Società e del gruppo facente capo alla Società (il "Gruppo");
(ii) ai fini della predisposizione del Parere, si è assunto che l'Operazione sarà realizzata in conformità e con i termini e le condizioni di cui all'Offerta, senza modifiche di alcun termine sostanziale della stessa:
(iv) le analisi effettuate sono state compiute in ipotesi di continuità aziendale della Società, nonché in ipotesi di condizioni "normali" di funzionamento della stessa (astraendo quindi da eventi non ricorrenti e non previsti di gestione), con riferimento alla situazione in atto alla data del Parere. Allo stesso tempo, le analisi effettuate sono state compiute, oltre che sulla base del quadro normativo vigente e sulle altre condizioni generali di contesto prevalenti alla data della stessa, assumendo condizioni "normali" di funzionamento dei mercati finanziari (e prescindendo, fra l'altro, da specifiche considerazioni in relazione a potenziali impatti legati alla crisi politicomilitare Russia-Ucraina, al conflitto arabo-israeliano in Medio Oriente ed alla crisi nel Mar Rosso o altre tensioni internazionali, ivi incluse le tensioni politico-militari Cina-USA);
(v) per sua natura una valutazione non rappresenta una mera applicazione di criteri e di formule ma è il risultato di un processo complesso di analisi e di sono riflessi anche elementi di soggettività e di incertezza. Non esistendo quindi un unico valore, è prassi presentare le conclusioni delle analisi all'interno di un intervallo di valori.

Quanto segue rappresenta un riassunto delle analisi economiche e finanziarie più rilevanti condotte da Vitale in relazione all'Incarico. Tale riassunto, tuttavia, non rappresenta in alcun modo una descrizione completa delle analisi condotte da Vitale. La predisposizione di una valutazione, infatti, è un processo articolato che comprende l'analisi di molteplici temi e l'utilizzo di tecniche di stima complesse.

Le conclusioni esposte nel presente Parere si fondano sul complesso delle indicazioni e valutazioni ivi in sintesi richiamate, oltre che sulle ulteriori analisi e considerazioni effettuate. In ogni caso, nessuna parte del Parere potrà essere utilizzata disgiuntamente dalle altre parti.

Infine, tenuto conto della natura e delle finalità del lavoro svolto e riassunto nel Parere, nulla di quanto esposto nel Parere stesso rappresenta, o può essere interpretato come, una previsione, tanto meno una garanzia, circa l'esito dell'Offerta e/o dell'Operazione.

4 - Informazioni utilizzate

Nello svolgimento delle analisi propedeutiche alla formulazione del presente Parere, Vitale si è basata esclusivamente su informazioni pubblicamente disponibili nonché su talune informazioni e dati messi a disposizione dalla Società o dal Management (come infra definito).

Non essendo disponibile un piano economico-finanziario pluriennale del Gruppo (Tod's non fornisce al mercato alcuna indicazione quantitativa o numerica prospettica ma solo indicazioni qualitative, commentando di volta in volta, il consensus degli analisti), il management di Tod's (il "Management") ha messo a disposizione di Vitale alcune proiezioni economico-finanziarie per il periodo 2024-2028 (le "Proiezioni"), non comunicate al mercato, ma necessarie ai fini della predisposizione del Parere. Il Management, inoltre, ha confermato a Vitale, anche alla luce (i) dell'attuale contesto macroeconomico e geopolitico caratterizzato da incertezza e volatilità, e (ii) dell'andamento dell'attività del Gruppo nei primi mesi del 2024, la ragionevolezza delle Proiezioni e la maggior affidabilità delle stesse rispetto ai dati di consensus degli analisti finanziari che seguono il titolo Tod's che, per il periodo 2024 -2025, esprimono stime più elevate e meno aggiornate anche tenuto conto dell'Offerta.

Sempre nel contesto di colloqui avvenuti con il Management sono state discusse, fra l'altro, le aspettative di marginalità ragionevolmente prevedibili oltre l'orizzonte delle Proiezioni, nonché alcune poste relative al cd. bridge to equity, utile per identificare il cd. equity value e pertanto la stima del valore per azione.

Vitale ha assunto che le Proiezioni, essendo state fornite dal Management, esprimano la visione più accurata e completa delle prospettive economiche-finanziarie allo stato prevedibili e inoltre che non sia stato omesso il riferimento ad alcun dato, riferimento o situazione che possa, anche solo potenzialmente, influenzare in modo significativo i dati e le informazioni forniti.

Si segnala, in ogni caso, che i dati prospettici sono per loro natura aleatori ed incerti in quanto sensibili, tra l'altro, al mutamento di variabili macroeconomiche, a fenomeni esogeni all'azienda, nonché basati anche su un insieme di assunzioni ipotetiche relative ad eventi futuri e ad azioni di organi amministrativi che non necessariamente si verificheranno.

In particolare, ai fini delle analisi effettuate si sono prese in considerazione, tra l'altro, le seguenti informazioni:

corporate presentation, comunicati stampa, bilanci consolidati e presentazioni dei risultati del Gruppo presenti sul sito internet della Società nella sezione Investor Relations;
· il comunicato stampa e la presentazione relativa ai risultati 2023 del Gruppo, unitamente alla registrazione e trascrizione della call che il Management ha avuto con gli analisti finanziari in data 12 marzo 2024;
· una presentazione con informazioni sull'azionariato dell'Emittente;
· l'elenco degli azionisti iscritti al registro relativo ai detentori di azioni della Società con voto maggiorato;
il Comunicato;
Documento di Offerta approvato da CONSOB;
copia della corrispondenza tra la Società e alcuni azionisti dell'Emittente;
ricerche di settore: "European Luxury Goods" pubblicata da J.P. Morgan in data 1 marzo 2024 e "Global Luxury Goods" pubblicata da Citigroup Market Research in data 24 febbraio 2024;
· il documento di impairment test delle attività immateriali a vita indefinita al 31 dicembre 2022 e il documento al 31 dicembre 2023, in bozza, redatti da un professionista incaricato dal Gruppo;
· la presentazione al Consiglio di Amministrazione dell'Emittente del 24 gennaio 2024 contenente fra l'alto, il budget 2024 e alcune guidelines per il periodo 2025-2028;

VITALE&CO

· le Proiezioni e la documentazione con alcuni dettagli sulle stesse e su talune poste del cd. bridge to equity;
· il dettaglio per paese dei ricavi consolidati del Gruppo al 31 dicembre 2023;
· le ricerche predisposte dagli analisti finanziari che seguono il titolo Tod's a partire dal 1 gennaio 2023 e fino all'ultima data disponibile;
le informazioni pubbliche relative ad un campione di società quotate operanti nel settore luxury, ivi incluso l'andamento dei prezzi di Borsa dei titoli di tali società nonché le stime sui risultati futuri elaborate dagli analişti di mercato come riportate dalla banca dati Factset:
· i documenti pubblicati sul sito Consob relativi a talune precedenti offerte pubbliche di acquisto avvenute in Italia;
· altri dati, documenti, informazioni e precisazioni fornite tramite la piattaforma DiliTrust dal Management;
· tutte le altre informazioni pubblicamente disponibili ritenute rilevanti ai fini delle analisi e dell'applicazione delle metodologie di valutazione presenti nel Parere.

Durante tutto lo svolgimento dell'Incarico, Vitale ha confidato sulla veridicità, accuratezza e completezza delle informazioni indicate in precedenza. Inoltre, in coerenza con la prassi e con i termini dell'Incarico, Vitale non ha svolto alcuna due diligence o altra verifica autonoma in merito all'attendibilità di tali informazioni, né ha verificato la validità dei rapporti giuridici sottesi all'attività svolta dalla Società ed in base ai quali sono state elaborate le informazioni storiche e/o prospettiche acquisite. Pertanto, Vitale non assume alcuna responsabilità in relazione ai dati ed alle informazioni impiegati ai fini della predisposizione delle stime effettuate, né con riferimento alla loro veridicità. accuratezza o completezza, né con riferimento alle eventuali conseguenze in capo a soggetti che abbiano fatto affidamento su qualsiasi affermazione, conclusione od opinione contenuta in questo Parere e basata su tali dati ed informazioni. Le analisi effettuate da Vitale potrebbero condurre a risultati diversi qualora le informazioni ricevute dovessero risultare incorrette od incomplete.

In relazione a quanto sopra indicato, nulla di quanto riportato nel presente Parere potrà in ogni caso essere considerato una garanzia o un'indicazione circa i risultati prospettici dell'Emittente (siano essi di natura economica, patrimoniale, finanziaria o di qualsiasi altra natura).

5 - Metodologie valutative utilizzate ed analisi effettuate

Vitale ha effettuato la valutazione del Gruppo sulla base delle informazioni ricevute, nonché utilizzando metodologie comunemente impiegate nella migliore prassi valutativa nazionale ed internazionale in ipotesi di continuità gestionale (cd. going concern) e adottando una prospettiva cd. "stand alone" della società oggetto di valutazione.

In particolare, sono state utilizzate le seguenti metodologie valutative: (i) metodologia dei flussi di cassa operativi attualizzati, cd. Unlevered Discounted Cosh Flow ("DCF") e (ii) metodologia dei Multipli di mercato di società quotate operanti nel settore luxury. Sono stati inoltre analizzati (i) i cd. target price desumibili dalle più recenti ricerche degli analisti finanziari che seguono il titolo Tod's ma antecedenti la Data di Annuncio, (ii) gli andamenti del prezzo di Borsa dell'Emittente in diversi periodi temporali, e (iii) i premi pagati nell'ambito delle offerte pubbliche di acquisto volontarie avvenute in Italia a partire dal 2019.

Non è stata utilizzata la metodologia delle transazioni precedenti in quanto il prezzo concordato in ciascuna operazione è significativamente influenzato dai termini, dalla struttura e dalle condizioni specifiche concordate dalle parti coinvolte nell'operazione, nonché dalle caratteristiche dell'attività e dalle condizioni macroeconomiche e di contesto prevalenti al momento della realizzazione di ciascuna operazione. Inoltre, i multipli di alcune operazioni precedenti possono riflettere implicitamente un premio di controllo.

La seguente descrizione sintetica delle metodologie utilizzate e delle analisi condotte non deve essere considerata, né rappresenta, una descrizione esaustiva di tutti gli approfondimenti svolti in relazione al Parere.

DCF

Con l'applicazione del DCF si determina il valore del capitale economico di una società scontando i flussi di cassa cd. unlevered prospettici di detta società ad un dato costo medio ponderato del capitale ("WACC"), al netto della posizione finanziaria netta e dei cd. debt-like items.

La valutazione è stata effettuata partendo dall'analisi dei flussi di cassa operativi del Gruppo così come desunti dalle Proiezioni ricevute dal Management.

I principali parametri valutativi utilizzati ai fini della valutazione sono:

. un WACC, calcolato sulla base della metodologia del Capital Asset Pricing Model, compreso fra il 9,1% ed il 10,1%;
· un tasso di crescita di lungo periodo ("g") compreso fra il 2,0% ed il 2,5%.

Al fine di garantire una corretta applicazione della metodologia DCF, si è ritenuto di non considerare nelle Proiezioni gli effetti dell'IFRS-16.

Si segnala che l'applicazione della metodologia DCF conduce a valori che sono in larga parte riferibili al cd. termindi value (ovvero il valore attuale dei flussi di cassa operativi generati dell'azienda oltre l'orizzonte temporale esplicio delle Proiezioni), il quale è significativamente influenzato dalle assunzioni fatte in relazione al flusso di cassa normalizzato ed al tasso di crescita di lungo periodo g.

Multipli di mercato

La valutazione è stata effettuata applicando i multipli Enterprise Value/Ebit 2024 e Enterprise Value/Ebit 2025 di società quotate operanti nel settore luxury a, rispettivamente, i valori di Ebit 2024 e 2025 desunti dalle Proiezioni ricevute dal Management (tenendo conto anche delle poste di bridge to equity). I multipli sono stati calcolati sulla base dei prezzi di mercato medi dell'ultimo mese a partire dalla data del 20 marzo 2024 delle società quotate selezionate.

I dati utilizzati ai fini del calcolo e dell'applicazione dei moltiplicatori Enterprise Value/Ebit non considerano gli effetti dell'IFRS-16.

La scelta di considerare il moltiplicatore Enterprise Volue/Ebit deriva dalla migliore capacità dell'Ebit di approssimare la generazione di cassa di un'azienda rispetto ad altre grandezze economiche (ad esempio ricavi ed Ebitda).

Si sottolinea che la metodologia dei Multipli di mercato presenta limitazioni di carattere generale connesse alla natura sintetica ed empirica della stessa, oltre che alle differenze intrinseche delle società individuate rispetto a Tod's in termini di dimensione, diversificazione del business e categorie di prodotto, mercati di sbocco e geografie di presenza.

Target price delle ricerche degli analisti finanziari

Sono stati analizzati i target price indicati nelle più recenti ricerche degli analisti finanziari che seguono il titolo Tod's pubblicate antecedentemente la Data di Annuncio.

Si segnala che, con riferimento ai target price, non possono essere verificate tutte le ipotesi sottostanti la definizione degli stessi, in quanto sono valori elaborati dagli analisti a cui Vitale non ha accesso.

Andamento del prezzo di Borsa dell'azione Tod's

Si sono osservate le medie aritmetiche ponderate per i volumi dei prezzi ufficiali di Borsa del titolo Tod's a 1 mese, 3 mesi, 6 mesi e 12 mesi antecedenti la Data di Annuncio.

Premi pagati in precedenti offerte pubbliche di acquisto volontarie

Si sono analizzati i premi impliciti riconosciuti in precedenti offerte pubbliche d'acquisto volontarie promosse in Italia a partire dall'anno 2019. I premi delle singole offerte sono stati calcolati rispetto alle medie aritmetiche ponderate per i volumi dei prezzi ufficiali di Borsa registrati dai titoli dalle società oggetto delle offerte nel mese, nei 3 mesi e nei 12 mesi antecedenti la data di annuncio dell'operazione.

Si segnala che, ai fini della comparabilità con l'Offerta, le offerte pubbliche d'acquisto volontarie considerate sono state unicamente quelle su quote di minoranza e che non hanno comportato un cambio di controllo delle società target.

Si segnala che i premi pagati in precedenti offerte pubbliche di acquisto volontarie sono strettamente correlati alle condizioni specifiche di ciascuna offerta nonché alle condizioni macroeconomiche e di contesto esistenti al momento del lancio di ogni singola operazione.

Sintesi dei risultati ottenuti

Nella tabella seguente si riportano i valori per azione di Tod's come risultanti dall'applicazione delle metodologie valutative utilizzate e dalle analisi effettuate.

Valore per azione (Euro)	Min.	Max.
Metodologie valutative
DCF	39,1	47.4
Multipli di mercato	26,7	34,7
Analisi di mercato
Target Price	30,0	45,0
Prezzi di Borsa	32,8	35,7
Premi OPA	41,9	45,9

Le valutazioni contenute nel presente Parere sono riferite alle condizioni di mercato ed economiche valutabili sino alla data del 20 marzo 2024. Vitale non assume, pertanto, alcuna responsabilità in ordine ad eventuali carenze o difetti delle analisi o delle loro conclusioni dipendenti dall'intervallo temporale tra la data del Parere e la data in cui l'Offerta sarà effettuata. Il Parere è riferito alle condizioni economiche e di mercato attualmente esistenti ed ogni evoluzione successiva che dovesse verificarsi non comporterà a carico di Vitale alcun obbligo di aggiornare, rivedere o riemettere il Parere.

6 - Conclusioni

Alla luce di quanto precede, sulla base dei dati e informazioni ricevuti ed impiegati ai fini delle valutazioni e delle analisi effettuate, con le limitazioni e qualificazioni in precedenza enunciate,

Courtesy translation from Italian

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

To the attention of the Board of Directors

Milan, March 22, 2024

Dear Sirs.

By the press release issued on February 10, 2024 (the "Offeror's Notice") pursuant to Art. 102, para. 1, of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented, (the "TUF") and Art. 37 of the Regulation adopted by the Commissione Nazionale per le Società e la Borsa ("CONSOB") by resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers Regulation"), Crown Bidco S.r.l. (the "Offeror" or "BidCo") (a company whose share capital is wholly owned by LC10 International AIV, L.P. - a fund managed or advised by Catterton Management Company, L.L.C. - ("L. Catterton")) announced to the public, among other things, the decision to launch a voluntary tender offer (the "Offer") pursuant to Arts. 102 and following of the TUF, for a cash consideration equal to Euro 43.00 per share - cum dividend (the "Consideration") aimed at acquiring, at the date of the Offeror's Notice, maximum no. 11,913,128 ordinary shares of Tod's S.p.A. (the "Company", the "Issuer" or "Tod's"), representing 36.00% of the share capital of the Issuer. The Offer is aimed at achieving the delisting of Tod's ordinary shares from Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. (the "Delisting" and, with the Offer, the "Transaction").

Vitale & Co. S.p.A. ("Vitale") was selected by the members of Tod's Board of Directors - and appointed on their behalf by Tod's - to prepare a fairness opinion (the "Fairness Opinion") on the fairness, from a financial point of view, of the Consideration indicated in the Offer. The appointment (the "Appointment") of Vitale was formalised on March 12, 2024 and is deemed to be herein expressly and fully referred to for the purpose of regulating the terms and conditions governing the relationship under which this Fairness Opinion is rendered. In particular, Vitale, as financial advisor to the Board of Directors of the Company in relation to the Transaction, shall be remunerated for the services rendered, which remuneration shall be paid after the delivery of the Fairness Opinion. In addition, Vitale may in the future provide financial advisory services to the Company or the Offeror for which further specific fees may be paid.

1 - Description of the Transaction

As of February 10, 2024 (the "Announcement Date") the Issuer's share capital was divided into no. 33,093,539 ordinary shares and the shareholders base consisted of:

(i) Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.l. ("DIVI") and Diego Della Valle & C. S.r.l. ("DDV" and, with DIVI, Diego Della Valle and Andrea Della Valle, the "Majority Shareholders") with no. 21,329,912 shares, representing 64.45% of the share capital and 73.88% of the voting rights by virtue of the shares with increased voting rights held;
(ii) Delphine S.A.S. (the "Minority Shareholder") with no. 3,309,900 shares, representing 10.00% of the share capital and 11.46% of the voting rights by virtue of the shares with increased voting rights held:

(iii) other shareholders with no. 8,453,727 shares, representing 25.55% of the share capital and 14.66% of the voting rights by virtue of the shares with increased voting rights held.

As at the Announcement Date, the Majority Shareholders, on the one hand, and the Offeror (the Offeror together with the Majority Shareholders, the "Parties"), on the other hand, entered into a framework agreement (the "Framework Agreement") governing, inter alia:

(a) DDV's undertaking to tender to the Offer no. 3,459,401 shares representing 10.45% of the share capital (the "DDV Stake Tendered to the Offer"), and (b) the undertaking of the Majority Shareholders not to tender to the Offer no. 17,870,511 shares representing 54.00% of the share capital (the "Majority Stake Not Tendered to the Offer");
(ii) the undertaking of the Offeror to launch the Offer in order to achieve the Delisting;
(iii) certain undertakings and commitments of the Parties in relation to the Offer, as well as the potential merger between the Issuer and BidCo following the Offer;
(iv) certain provisions regarding Tod's corporate governance for the period prior to the Delisting; and
(v) the undertaking of DIVI, Bidco and, subject to adherence to the Framework Agreement, of LC Vista SCSp = a special limited partnership incorporated under the laws of the Grand Duchy of Luxembourg, (directly or indirectly) controlled by L Catterton or its affiliates ("HoldCo") and which will hold the entire share capital of BidCo - to enter into, on the date of the Delisting, a shareholders' agreement - in the form attached to the Framework Agreement as supplemented pursuant to the Minority Shareholder Agreement (as defined below) - aimed at governing their respective rights and obligations as shareholders of the Issuer and which provides for: (a) the Offeror being represented at the board of directors of the Issuer, (b) further governance and exit rights granted to the parties; and (c) certain restrictions on the transfer of the Shares (the "Shareholders' Agreement").

On the same date, the Majority Shareholders, BidCo and the Minority Shareholder entered into a separate agreement (the "Minority Shareholder Agreement") pursuant to which, among other things:

(i) the relevant parties have undertaken certain commitments in connection with the Offer including the undertaking of the Minority Shareholder not to tender to the Offer the Issuer's shares held (the "Minority Shareholder's Stake") - as well as vote in favour of the potential merger between the Issuer and BidCo following the Offer; and
(ii) DIVI, Bidco and the Minority Shareholder have undertaken to enter into the Shareholders' Agreement - as amended pursuant to the Minority Shareholder Agreement to take into account the Minority Shareholder's Stake - on the date of the Delisting, and BidCo has undertaken to cause HoldCo to enter into the Shareholders' Agreement on the date of the Delisting.

Subsequently, on February 29, 2024, the Offeror filed with CONSOB the offer document (the "Offer Document"), in which the terms and conditions of the Offer are fully set out.

As of the date hereof, L Catterton, following purchases made on the market from February 12, 2024, holds 2,657,630 shares representing 8.03% of Tod's share capital. The aforesaid purchases were made at a unit price per share not exceeding the Consideration (the "Offeror Stake") and, following these purchases, the shares targeted in the Offer amount to a maximum of no. 9,255,498 (the "Shares Targeted in the Offer'). Consequently, the total maximum value of the Offer, calculated on basis of the Consideration and the maximum number of Shares Targeted in the Offer, will be equal to Euro 397,986,414.

In the event of full acceptance of the Offer: (i) the Majority Shareholders will be the owners of no. 17,870,511 shares, representing 54.00% of the Issuer's share capital, (ii) L Catterton will become the indirect owner (also taking into account the Offeror Stake) of no. 11,913,128 shares, representing

2 - Reasons underlying the Offer

As indicated in the Offer Document, the Offeror has positively assessed the opportunity to acquire a minority shareholding in the Issuer, which, taking into account the contents of the Shareholders' Agreement, enables the Offeror to have certain governance rights to protect its investment as well as certain exit rights.

In this context, the Offeror stated that it has developed a growth plan for the Issuer, which provides, among other initiatives, for the consolidation of the Group's brands through increased investment in communication, the optimization of existing distribution channels and the further penetration of key markets for the luxury industry, such as the United States. In this regard, the Offeror believes that L Catterton can contribute to such growth, taking into account L Catterton's nature as an experienced investor in the consumer-focused sector through (i) a team of investment and operating professionals and (ii) a dedicated consulting firm that provides services exclusively to L Catterton's portfolio companies.

Finally, the Majority Shareholders and the Offeror have agreed that the Delisting is a condition to ensure the pursuit of the Issuer's future growth and consolidation plans, to the extent that the Delisting would allow Tod's to pursue its objectives in a market environment and legal framework characterized by greater managerial and organizational flexibility, with faster decision-making and execution times, also benefiting from reduced management and listing costs.

3 - Limitations and qualifications

This Fairness Opinion is issued by Vitale solely for the benefit of the Board of Directors of the Company in connection with the Offer and is not issued on behalf of - or for the benefit of - the shareholders of the Company, the Offeror or any other person.

In addition, the Fairness Opinion only concerns the fairness, from a financial point of view and as of the date hereof, of the Consideration envisaged under the Offer and does not assess any other aspect or implication of the Offer, including, without limitation, any accounting, legal, tax, regulatory or other matters or the structure of the Offer.

The Fairness Opinion does not constitute, and should not be construed as, a recommendation to tender the Company's shares to the Offer or as to how the Company's shareholders should vote or act in connection with the Offer.

In addition, the Fairness Opinion or any part thereof may not be reproduced and/or distributed in any form without the prior written consent of Vitale, except to comply with regulatory communication requirements but in this case the Fairness Opinion must be considered in its entirety.

The results of the analyses carried out can in no way be considered as estimates of the economic and/or market value of the Company's shares in contexts and for purposes other than those of this Fairness Opinion, nor can they be considered as indicative of values that may be realised in other extraordinary transactions involving the Company's shares or individual assets or activities of the Company.

Additional qualifications and limitations are summarised below:

(i) the Appointment does not provide for the performance of audit procedures, review of internal controls, impairment testing or other verification procedures. Furthermore, Vitale has not conducted any audit or investigation of accounting, tax, legal, commercial, industrial or administrative nature. Accordingly, Vitale does not express any opinion or any form of certification on the financial statements (stand-alone and/or consolidated) of the Issuer and/or on any other financial information (current and prospective) and/or on operational or internal controls and/or on data and aspects of an industrial nature of the Company;

(ii) the Appointment does not include any independent and autonomous assessment of the possible realisation values of assets or the existence of payment risks associated with liabilities, even if only potential, of the Company and the group headed by the Company (the "Group");
(iii) for the purposes of preparing the Fairness Opinion, it has been assumed that the Transaction will be completed in accordance with, and subject to, the terms and conditions of the Offer without any material change;
(iv) the analyses performed have been carried out on the assumption of the Issuer as a going concern, as well as on the assumption of "normal" conditions of operation of the Issuer (thus abstracting from non-recurring and unforeseen management events), with reference to the situation prevailing at the date of the Fairness Opinion. At the same time, the analyses performed have been carried out on the basis of the current regulatory framework and other general contextual conditions prevailing as at the date of the Fairness Opinion, on the assumption of "normal" operating conditions of the financial markets (and excluding, among other things, specific consideration relating to potential effects of the Russia-Ukraine political-military crisis, the Arab-Israeli conflict in the Middle East and the Red Sea crisis or other international tensions, including political-military tensions between China and the USA);
(v) by its very nature, a valuation is not a simple application of criteria and formulae, but the result of a complex process of analysis and assessment, including elements of subjectivity and uncertainty. As there is therefore no single value, it is common practice to present the conclusions of analyses within a range of values.

The following is a summary of the key economic and financial analyses carried out by Vitale in connection with the Appointment. This summary is by no means a complete description of the analyses carried out by Vitale. Indeed, the preparation of a valuation is an articulated process involving the analysis of many matters and the use of complex estimation techniques.

The conclusions set out in this Fairness Opinion are based on the totality of the information and assessments summarised herein, as well as the additional analyses and considerations undertaken. No part of this Fairness Opinion should be relied upon separately from the other parts.

Finally, with regard to the nature and purpose of the work carried out and summarised in this Fairness Opinion, nothing in the Fairness Opinion constitutes or may be relied upon as a prediction or a guarantee of the outcome of the Offer and/or of the Transaction.

4 - Information used

In performing the analyses that led to the preparation of this Fairness Opinion. Vitale has relied solely on publicly available information and certain information and data provided by the Company or by the Management (as defined below).

In the absence of a multi-year economic-financial plan for the Group (Tod's does not publish any prospective quantitative or numerical information, but only qualitative information, commenting from time to time on the consensus of analysts), the management of Tod's (the "Management") has provided Vitale with some economic-financial projections for the period 2024-2028 (the "Projections"), which are not disclosed to the market but are necessary for the Fairness Opinion. The Management has also confirmed to Vitale, also in the light of (i) the current macroeconomic and geopolitical context, characterised by uncertainty and (ii) the evolution of the Group's business since the beginning of 2024, the reasonableness of the Projections and their greater reliability compared to the consensus data of the financial analysts monitoring Tod's shares, which express higher and less updated estimates for the period 2024-2025 also taking into account the Offer.

Discussions with Management also covered reasonably foreseeable margin expectations beyond the forecast horizon and certain items relating to the bridge to equity, which is useful in determining the equity value and hence the estimated value per share.

Vitale has assumed that the Projections, having been provided by Management, express the most accurate and complete view of the economic-financial outlook foreseeable at this time, and furthermore that no reference has been omitted to any data, reference or situation that could, even potentially, materially affect the data and information provided.

It should be noted, in any case, that prospective data are by their very nature unsure and uncertain, being sensitive, among other things, to changes in macroeconomic variables, to phenomena exogenous to the company, and also based on a series of hypothetical assumptions concerning future events and actions of administrative bodies that will not necessarily occur.

In particular, the following information, among others, was taken into account for the purposes of the analysis:

· corporate presentations, press releases, consolidated financial statements and presentations of the Group's results on the Company's website in the Investor Relations section;
· the press release and presentation relating to the Group's 2023 results, together with the record and transcript of the call that Management had on March 12, 2024 with financial analysts;
a presentation with information on the Issuer's shareholder base;
a list of shareholders register of holders of the Company's shares with increased voting rights;
the Offeror's Notice;
· the Offer Document approved by CONSOB;
· copies of correspondence between the Company and certain shareholders of the Issuer;
· industry research: "European Luxury Goods" published by J.P. Morgan on March 1, 2024 and "Global Luxury Goods" published by Citigroup Market Research on February 24, 2024;
the impairment test document of the indefinite-life intangible assets as of 31 December 2022 and the draft document as of 31 December 2023, prepared by a professional appointed by the Group;
the presentation to the Issuer's Board of Directors on January 24, 2024 containing, inter alia, the 2024 budget and certain guidelines for the 2025-2028 period;
the Projections and the documentation with certain details on them and on certain bridge-to-equity items;
· the breakdown by country of the Group's consolidated revenues as of December 31, 2023;
· the research prepared by financial analysts monitoring Tod's shares as of January 1, 2023 and up to the latest available date;
public information relating to a sample of listed companies operating in the luxury industry, including the stock market price trends of those companies' securities as well as estimates of future results prepared by market analysts as reported by the Factset database;
documents published on the Consob website relating to certain previous takeover bids in Italy;
· other data, documents, information and clarifications provided through the DiliTrust platform by the Management;
· all other publicly available information deemed relevant for the purposes of the analyses and the application of the valuation methodologies set forth in the Fairness Opinion.

In performing the Appointment, Vitale has relied on the truthfulness, accuracy and completeness of the above information. In addition, in accordance with the practice and terms of the Appointment, Vitale has not undertaken any due diligence or other independent verification of the reliability of such information, nor has it verified the validity of the legal relationships underlying the Company's business and on the basis of which the historical and/or prospective information collected has been prepared. Therefore. Vitale assumes no liability with respect to the data and information used to prepare the estimates made, nor with respect to their truthfulness, accuracy or completeness, nor with respect to any consequences arising to persons who have relied on any statement, conclusion or opinion contained in this Fairness Opinion based on such data and information. Vitale's analysis may lead to different results if the information received is inaccurate or incomplete.

In connection with the foregoing, nothing contained in this Fairness Opinion shall be deemed to be a guarantee or indication of the Issuer's prospective results (whether of an economic, equity, financial or other nature).

5 - Evaluation methodologies used and analyses performed

Vitale carried out the valuation of the Group on the basis of the information received and in accordance with best national and international valuation practices, on a going concern basis and from a stand alone perspective of the company being assessed.

In particular, the following valuation methodologies were used: (i) the methodology of discounted operating cash flows, the so-called Unlevered Discounted Cash Flow ("DCF") and (ii) the methodology of Market multiples of listed companies operating in the luxury industry. In addition, the following were analysed: (i) the so-called target prices derived from the most recent researches carried out by financial analysts monitoring Tod's shares prior to the Announcement Date, (ii) the Issuer's stock market price trends in different time periods and (iii) the premia paid in the voluntary tender offers made in Italy starting from 2019.

The historical transactions methodology has not been applied because the price agreed in each transaction is significantly influenced by the specific terms, structure and conditions agreed by the parties to the transaction, as well as the characteristics of the business and the macroeconomic and contextual conditions prevailing at the time of the execution of each transaction. In addition, the multiples of some past transactions may implicitly reflect a control premium.

The following summary description of the methodologies used and the analyses conducted should not be considered, nor does it represent, an exhaustive description of all the investigations carried out in relation to the Fairness Opinion.

DCF

The application of the DCF determines the economic capital value of a company by discounting the prospective unlevered cash flows of that company at a given weighted average cost of capital ("WACC"), net of the net financial position and debt-like items.

The assessment was based on an analysis of the Group's operating cash flows as derived from the Projections received from the Management.

The main evaluation parameters used for assessment purposes are:

· a WACC, calculated using the Capital Asset Pricing Model, of between 9.1% and 10.1%;
· a long-term growth rate ("g") of between 2.0% and 2.5%.

In order to ensure a correct application of the DCF methodology, it was decided not to consider the impact of IFRS-16 in the Projections.

It should be noted that the application of the DCF methodology results in values that are largely related to the so-called terminal value (i.e., the present value of the operating cash flows generated by the company beyond the explicit time horizon of the Projections), which is significantly influenced by the assumptions made in relation to the normalised cash flow and the long-term growth rate g.

Market multiples

The valuation was carried out by applying the Enterprise Value/Ebit 2024 and Enterprise Value/Ebit 2025 multiples of listed companies operating in the luxury industry to, respectively, the Ebit 2024 and Ebit 2025 values derived from the Projections received from the Management (and taking into account the bridge to equity items). The multiples were calculated based on the average market prices of the last month as of March 20, 2024 of the selected listed companies.

The data used for the calculation and application of the Enterprise Value/Ebit multipliers do not consider the effects of IFRS-16.

The choice of considering the Enterprise Value/Ebit multiplier derives from the better ability of Ebit to approximate the cash generation of a company compared to other economic quantities (e.g., revenues and Ebitda).

It should be emphasised that the Market multiples method has limitations of a general nature related to its synthetic and empirical nature, as well as to the intrinsic differences of the companies identified compared to Tod's in terms of size, business diversification and product categories, outlet markets and geographic presence.

Target price of financial analysts' research

The target prices deriving from the most researches by financial analysts monitoring Tod's shares published prior to the Announcement Date have been analysed.

However, with reference to the target prices, not all the assumptions underlying their determination can be verified, as they are values elaborated by analysts to which Vitale does not have access.

Tod's shares price trend

The volume-weighted average stock market prices of Tod's shares at 1 month, 3 months, 6 months and 12 months prior to the Announcement Date were used.

Premia paid in previous voluntary tender offers

The implied premia recognised in previous voluntary tender offers launched in Italy since 2019 have been analysed. The premia of the individual offers were calculated with respect to the volume-weighted average stock market prices recorded for the securities of the companies subject to the offers in the month, 3 months, 6 months and 12 months preceding the announcement date of the transaction.

For the purpose of comparability with the Offer, the voluntary tender offers considered were only those for minority stakes and that did not involve a change of control of the target companies.

However, the premia paid in previous voluntary tender offers are closely related to the specific terms of each offer as well as the macroeconomic and contextual conditions existing at the lime of the launch of each individual transaction.

Summary of results

The following table shows the values per Tod's share as resulting from the application of the valuation methods used and the analyses performed.

Value per share (Euro)	Min.	Max.
Evaluation methodologies
DCF	39.1	47.4
Market multiples	26.7	34.7
Analyses performed
larget Price	30.0	45.0
Share prices	32.8	35.7
Tender Offers Premia	41.9	45.9

	1. DEFINITIONS
	2. INTRODUCTION
	2.1. The Offer promoted by Crown Bidoo S.r.d.
	2.2. The Issuer
	2.3. The Offeror
	2.4. Persons Actiony in Concerts
	2.5. Relevant Agreements in the Scope of the Offer
	2.5.1. Framework Agreement
	2.5.2. Minority Shareholder Undertaking
	2.5.3. Shareholders' Agreement
	3. THE OPINION - PURPOSES AND LIMITATIONS
	4. ACTIVITIES PERFORMED BY THE INDEPENDENT DIRECTORS
	4.1. Independent Directors participating in drafting the Opinion

	4.2. The Independent Expert
	4.3. Reviewed Documentation
	4.4. Meetings and activities performed in preparation of and for the purpose of drafting the Opinion 19
	5. MAIN TERMS AND CONDITIONS OF THE OFFER
	5.1. Purpose of the Offer
	5.2. Main terms and condition of the voluntary tender offer for all the Shares Targeted in the Offer 22
	5.3. The Consideration
	6. POTENTIAL ALTERNATIVE SCENARIOS FOR THE HOLDERS OF SHARES
	6.1. Tender to the Offer, even during the potential Reopening of Terms

	6.3. Merger
	7. INDEPENDENT DIRECTORS' EVALUATIONS
	7.1. The Fairness Opinion
	7.2. Fivaluation of the Offer
	8. CONCLUSIONS

	exercisable at the Issuer's shareholders' mecting as a result of the Double Voting.
DDV and Minority Shareholder Aggregate Shares	Jointly, the Majority Shares Not Tendered to the Offer and Minority Sharcholder Shares, amounting to overall no. 21,180,411 Shares, representing, as of the Date of the Offer Document, 64% of the Issuer's share capital and 73.36% of the voting rights excrcisable at the Issuer's sharcholders' mectings as a result of the Double Voting.
DDV Shares Tendered to the Offer	The no. 3,459,401 Shares held by DDV & C. representing 10.45% of the Issuer's share capital and 11.98% of the voting rights exercisable at the Issuer's sharcholders' mectings as a result of the Double Voting, which, pursuant to the Framework Agreement, DDV & C. undertook to tender to the Offer.
Delisting	The delisting of the Shares from listing and trading on Euronext Milan.
Diego Della Valle	Diego Della Valle, born in Sant'Elpidio a Marc (FM) on December 30, 1953, tax code DLL DGI 53T30 I324E.
Diego Della Valle Shares	The no. 252,000 Shares directly held by Diego Della Valle, representing 0.76% of the Issuer's share capital and 0.87% of the voting rights exercisable at the Issuer's shareholders' meeting as a result of the Double Voting.
DIVI	DIVI Finanziaria di Diego Della Valle & C. S.r.l., with registered office in Sant Elpidio a Marc (FM), Strada Sctte Camini n. 116, tax code and registration number with the Companies' Register of Fermo 01732500440, with share capital of Euro 200,000,000.00 fully subscribed and paid up
DIVI Shares	The no.16,643,057 Shares held by DIVI, representing 50.29% of the Issuer's share capital and 57.65% of the voting rights excreisable at the Issuer's sharcholders' meeting as a result of the Double Voting.
Double Voting	The double voting rights under Article 127-quinquies of CFA, provided for in Article 7 of the By-laws.
Euronext Milan	Euronext Milan, a regulated market organized and managed by Borsa Italiana (formerly "Mercato Telematico Azionario").
Fairness Opinion	The fairness opinion issued on March 21, 2024 by the Independent Expert and attached to this Opinion.
Framework Agreement	The framework agreement entered into on the Announcement Date (i.e. 10 February 2024) among the Offeror, on one hand, Diego Della Valle Andrea Della Valle DIVT and DDV & C. on another hand

	and to which LC Fund will adhere atter the acquisition by LC Fund of the entire corporate capital of the Offeror.
Group or Tod's Group	The Issuer and the companies directly and indirectly controlled by the latter.
Independent Directors	Tod's independent directors - as indicated in Paragraph 4 - that participated in dratung the Opinion pursuant to Article 39-his of the Italian Issuers' Regulation, none of whom is a related party to the Offeror.
Independent Expert or Goldman Sachs	Goldman Sachs Bank Europe SE - Succursale Italia, independent expert appointed by the Independent Directors pursuant to Article 39-bis of the Italian Issuers' Regulation.
Issuer or Tod's or Company	Tod's S.p.A., with registered office in Sant Elpidio a Mare (FM), Via Filippo Della Valle no. 1, tax code, VAT No. and registration number with the Companies' Register of Fermo 01113570442, with share capital of Euro 66,187,078.00 fully subscribed and paid up, divided into no. 33,093,539 Shares.
Issuer's Communication	The Issuer's communication, prepared in accordance with Articles 103, paragraphs 3 and 3-his, of CFA and 39 of the Issuers' Regulations, along with the Opinion of the Independent Directors and attached to the Offer Document under Appendix M.1.
Issuer's Regulations	The Regulations implementing CFA, concerning the regulation of issuers, adopted by CONSOB by resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented.
Joint Procedure	The joint procedure for (i) the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 1, of CFA, and (ii) the exercise of the Right to Purchase, pursuant to Article 111, paragraph 1, of CFA, agreed with Consob and Borsa Italiana, pursuant to Article 50- quinquies, paragraph 1, of the Issuers' Regulations.
L Catterton	LC10 International AIV, L.P., limited partnership incorporated under the laws of England, with registered office at 50 Lothian Road Festival Square, EH39W], Edinburgh, Scotland, registration number SL03549.
L Catterton Management	L Catterton Management Limited, a private limited company incorporated under the laws of England, with registered office at Belgrave House, 76 Buckingham Palace Road, London, Great Britain, SW1W 9TQ, registration number 09923013.
LC Fund	LC Vista SCSp, a Luxembourg special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of I uxempouro with its recessered office at 41. Avenue de Monterey

	B283796, which, as of the Date of the Offer Document, is controlled by LC Luxco as general partner, which, in turn, is wholly owned by LC10 Caledonia, which, as indicated in Section B, Paragraph B.1.5, of the Offer Document, controls L Catterton.
LC Luxco	LC Vista Luxco S.a r.l., private limited liability company (associe commandité gérant) incorporated under the laws of the Grand Duchy of Luxembourg with its registered office at 40, Avenue de Montercy, L-2163, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B283796.
LC10 Caledonia	LC10 Calcdonia AIV GP, LLP, a limited liability partnership incorporated under the laws of Scotland with its registered office at 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH39W] and registration number SO307474.
Majority Shareholders	Jointly, Diego Della Valle, Andrea Della Valle, DIVI and DDV & C.
Majority Shares Not Tendered to the Offer	The Majority Stake less the DDV Shares Tendered to the Offer, i.e., jointly, the (i) no. 16,643,057 Shares directly held by DIVI in the Issuer's share capital, representing, as of the Date of the Offer Document, 50.29% of the Issuer's share capital and 57.65% of the voting rights exercisable in the Issuer's shareholders' meetings as a result of the Double Voting (representing DIVI Shares); (ii) no. 706,738 Shares directly held by DDV & C. in the Issuer's share capital, representing, as of the Date of the Offer Document, 2.14% of the Issuer's share capital and 2.45% of the voting rights exercisable in the Issuer's sharcholders' mectings as a result of the Double Voting; (iii) no. 252,000 Shares directly held by Diego Della Valle in the Issuer's share capital, representing, as of the Date of the Offer Document, 0.76% of the Issuer's share capital and 0.87% of the voting rights exercisable in the Issuer's sharcholders' meetings as a result of the Double Voting (representing Diego Della Valle Shares); and (iv) no. 268,716 Shares directly held by Andrea Della Valle in the Issuer's share capital, representing, as of the Date of the Offer Document, 0.81% of the Issuer's share capital and 0.93% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the Double Voting. Pursuant to the Framework Agreement, DIVI, DDV & C., Diego Della Valle and Andrea Della Valle undertook not to tender to the Offer the Majority Shares Not

Majority Stake	The overall no. 21,329,912 Shares held by Diego Della Valle directly and indirectly (through DIVI and DDV & C.) and Andrea Della Valle, representing, as of the Date of the Offer Document, 64.45% of the Issuer's share capital and 73.88% of the voting rights exercisable at the Issuer's sharcholders' mectings as a result of the Double Voting.
Maximum Disbursement	The total maximum countervalue of the Offer, amounting to Euro 397.986.414, calculated based on the Consideration and assuming that all the Offer Shares are tendered to the Offer.
Merger	The merger by incorporation of the Issuer into the Offeror.
Minority Shareholder or Delphine	Delphine S.A.S., "société par actions simplifiée" incorporated under the laws of France, with registered office in Paris, France, 75008 - 24-32 Ruc Jean Goujon, SIREN no. 392 033 254, LEI code 969500Z8CD6UXP7Q3W23.
Minority Shareholder Shares	The no. 3,309,900 Shares held by Minority Shareholder representing 10% of the Issuer's share capital and 11.46% of the voting rights exercisable at the Issuer's sharcholders' meetings as a result of the Double Voting, which, pursuant to the Minority Sharcholder Undertaking, Minority Sharcholder undertook not to tender to the Offer.
Minority Shareholder Undertaking	The agreement entered into on the Announcement Date (i.e., on 10 February 2024) by the Offeror, as first party, Diego Della Valle, Andrea Della Valle, DIVI and DDV & C., as second party, and Minority Shareholder, as third party, to which LC Fund will adhere, following the acquisition by LC Fund of the entire corporate capital of the Offeror.
Offer	The voluntary totalitarian tender offer over the Offer Shares, promoted by the Offeror, pursuant to and in accordance with Articles 102 et seg. of CFA, as described in the Offer Document.
Offer Document	The offering document, approved by Consob by resolution no. 23042, on the 21st of March 2024.
Offer Share or Offer Shares	Each of (or in the plural, depending on the context, all, or part of,) the maximum no. 9.255.498 Shares, representing 27,68% of the Issuer's share capital, constituting all the outstanding Shares as of the Date of the Offer Document, less the DDV and Minority Sharcholder Aggregate Shares as well as the Offeror Stake (and excluding any Treasury Shares). The Offeror hereby reserves - directly or indirectly, also through its Persons Acting in Concert - the right to purchase Shares outside the Offer, within the limits of applicable laws and regulations. Such purchases will be disclosed to

	Collsod and the market in accordatice with Article 41, paragraph 2, letter c), of the Issuers' Regulations.
Offeror or BidCo	Crown Bidco S.r.l., with registered office in Milan, Via della Spiga 30, tax code, VAT number and registration number with the Companies' Register of Milan, Monza, Brianza, Lodi 13400600964 share capital of Euro 10,000.00 (ten thousand/00), fully subscribed and paid up and wholly owned, as of the Date of the Offer Document, by L Catterton.
Offeror Stake	The no. 2.657.630 Shares, representing 8,031% of the Issuers' share capital and 4,603% of the voting rights excrcisable at the Issuer's sharcholders' meeting, owned by the Offeror as of the Date of the Offer Document and purchased outside the Offer by the Offeror and L Catterton - which, as of the Date of the Offer Document, owns the entire corporate capital of the Offeror - in the period between 12 February 2024 and the Date of the Offer Document.
Offeror's Communication	The communication of the Offeror, pursuant to Article 102, paragraph 1, of CFA and 37 of the Issuers' Regulations, published and disseminated on 10 February 2024.
Opinion	This opinion prepared by the Independent Directors pursuant to Article 39-his of the Issuers' Regulations.
Payment Date	The date on which the payment of the Consideration to the Adherents for each Offer Share tendered to the Offer during the Acceptance Period will be made, concurrently with the transfer of title to such Offer Shares in favor of the Offeror, corresponding to the fitth Trading Day following the end of the Acceptance Period, i.e., on 15 May 2024 (without prejudice to any extensions of the Acceptance Period, in accordance with applicable laws), as indicated in Section F, Paragraph F.5, of the Offer Document.
Payment Date following Reopening of Terms	The date on which payment of the Consideration to the Adherents for cach Offer Share tendered to the Offer during the potential period of Reopening of Terms will be made, if any, concurrently with the transfer of title to such Offer Shares in favor of the Offeror, corresponding to the fifth Trading Day following the end of the period of Reopening of Terms, i.e., on 29 May 2024 (without prejudice to any extension of the Acceptance Period, in accordance with applicable laws), as set forth in Section F, Paragraph F.5, of the Offer Document.
Persons Acting in Concert	Jointly, the persons acting in concert with the Offeror, pursuant to Articles 101-his, paragraphs 4-bis and 4-ter, of CFA and 44-guater of the Issuers' Regulations namely. Catterton, (C10 Caledonia.

	Diego Della Valle, Andrea Della Valle, DI.VI, DDV & C, and Minority Sharcholder, as further specified in Section B, Paragraph B.1.11, of the Offer Document.
Purchase Obligation pursuant to Article 108, paragraph 1, of CFA	The Offeror's obligation to purchase the remaining Offer Shares from those who so request, pursuant to Article 108, paragraph 1, of CFA, if the Offeror and the Persons Acting in Concert come to hold - as a result of the acceptances to the Offer and any purchases potentially made outside the Offer itself, directly or indirectly by the Offeror and/or the Persons Acting in Concert in accordance with the applicable laws, during the Acceptance Period (as potentially extended pursuant to applicable laws) and/or during the Reopening of the Terms and/or during the procedure to fulfill the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA - an aggregate stake in the Issuer of at least 95% of the Issuer's share capital.
Purchase Obligation pursuant to Article 108, paragraph 2, of CFA	The Offeror's obligation to purchase, from those who so request, the Offer Shares not tendered to the Offer, pursuant to Article 108, paragraph 2, of CFA, if the Offeror and the Persons Acting in Concert come to hold, as a result of acceptances to the Offer (including during any extensions of the Acceptance Period in accordance with the applicable laws and the potential Reopening of Terms) and any purchases made outside the Offer, directly or indirectly, by the Offeror and/ or the Persons Acting in Concert, an aggregate stake of more than 90% of the Issuer's share capital, but less than 95% of the share capital of the Issuer.
Related Party Procedure	The Issuer's procedure for related party transactions (approved by the Issuer's Board of Directors on 11 November 2010 and subsequently amended on May 12, 2021).
Related Party Regulations	The Regulations concerning related party transactions, adopted by Consob Resolution no. 17221 of March 12, 2010, as subsequently amended and supplemented.
Reopening of Terms	The potential reopening of the Acceptance Period, pursuant to Article 40-bis, paragraph 1, letter a) of the Issuers' Regulations, for five Trading Days from the Trading Day following the Payment Date and, therefore, for the sessions of 16 May, 17 May, 20 May, 21 May and 22 May 2024, without prejudice to any extension of the Acceptance Period.
Reverse Merger	The merger by incorporation of the Offeror into the Issuer.
Right to Purchase	The Offeror's right to purchase the remaining Otter Shares, pursuant to Article 111 of CEA in the event that the Offeror and

	the Persons Acting in Concert come to hold - as a result of the acceptances to the Offer and any purchases potentially made outside the Offer itself, directly or indirectly by the Offeror and/or the Persons Acting in Concert in accordance with the applicable laws, during the Acceptance Period (as potentially extended pursuant to applicable laws) and/or during the Reopening of the Terms and/or during the procedure to fulfill the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA - a stake of at least 95% of the Issuer's share capital.
Selection Process	The Independent Expert selection procedure, as summarized on paragraph 4.4 of this Opinion.
Share or Shares	Each of the (or in the plural, depending on the context, all, or part of ) no. 33,093,539 ordinary shares of Tod's S.p.A, issued and outstanding as of the Date of the Offer Document, with no indication of par value and with regular dividend entitlements, subject to the dematerialization regime, pursuant to Article 83-his of CFA and admitted to trading on Euronext Milan, (ISIN code of the Shares with single vote: IT0003007728; ISIN code of the Shares enjoying the Double Voting: IT0005366700).
Shareholders or Issuer's Shareholders	The holders of the Offer Shares to whom the Offer is addressed indiscriminately and on equal terms.
Shareholders' Agreement	The Shareholders' Agreement to be entered into - in the form already agreed by the parties and attached to the Framework Agreement as amended pursuant to the Minority Shareholder Undertaking - by the Offeror, DIVI and Minority Shareholder and, subject to adherence to the Framework Agreement, LC Fund, on the completion date of the Delisting, aimed at regulating their rights and obligations as sharcholders of the Issuer which provides for: (i) a representation of the Offeror and Minority Sharcholder in the Issuer's board of directors; (i) additional governance and exit rights of the parties; and (iii) certain limitations on the transfer of Shares.
Shareholders' meeting	Tod's Sharcholders' meeting.
Stock Exchange Regulations	The Regulations of Markets Organized and Managed by Borsa Italiana.
Trading Day	Each opening day of Italian regulated markets, according to the trading calendar established annually by Borsa Italiana.
Treasury Shares	The Shares held from time to time by the Issuer. As of the Date of the Offer Document the Issuer does not hold any Treasury Shares.

2. INTRODUCTION

This Opinion, issued pursuant to and for the purposes of Article 39-his of the Issuers' Regulations, contains the Independent Directors' assessments of the Offer promoted by Crown Bideo S.r.l. (whose corporate capital, as of the Date of the Offer Document, is wholly owned by L Catterton) on the Offer Shares, pursuant to and in accordance with Articles 102 et seg. of the Consolidated Law on Finance, and the applicable provisions of the Italian Issuers' Regulation.

2.1. The Offer promoted by Crown Bidco S.r.l.

As of the Announcement Date, by means of the Offeror's Communication, BidCo - a company whose capital is wholly owned by L Catterton - has notified Consob and the market, pursuant to and for the purposes of Article 102, paragraph 1, of the CFA and Article 37, paragraph 1, of the Issuers' Regulations, its decision to promote the Offer, in accordance with Articles 102 et seq. of the CFA.

The Offer concernes all the Offer Shares, which correspond to all the outstanding Shares as of the Date of the Offer Document, less: (i) no. 21,180,411 Shares, representing, as of the Date of the Offer Document, 64% of the Issuer's share capital and 73.36% of the voting rights exercisable in the shareholders' mectings of the Issuer as a result of the Double Voring, constituting the DDV and Minority Shareholder Aggregate Shares; and (ii) no. 2,657,630 Shares, representing, as of the Date of the Offer Document, 8,031% of the Issuer's share capital and 4,603% of the voting rights exercisable at the Issuer's shareholders' mectings, constituting the Offeror Stake acquired by the Offeror and the Persons Acting in Concert during the period between 12 February 2024 and the Date of the Offer Document at a unitary price per Share not exceeding the Consideration.

The Issuer 2.2.

As of the Date of the Offer Document, the Issuer is controlled, pursuant to Article 93 of the CFA, by Diego Della Valle (Person Acting in Concert), who owns no. 21.061.196 Shares, representing 63,64% of the share capital, and of 72,95 of the voting rights excreisable in the Sharcholders' Mectings of the Issuer as a result of the Double Voting. Specifically, Diego Della Valle holds:

(i) directly, no. 252,000 Shares, representing 0.76% of the share capital and 0.87% of the voting rights excreisable in the Sharcholders' Mectings as a result of the Double Voting (representing Diego Della Valle Shares);
(i) indirectly, through DDV & C., no. 4.166.139 Shares, representing 12.59% of the share capital and 14.43% of the voting rights exercisable at the Issuer's Sharcholders' Mcctings as a result of the Double Voting (representing DDV & C. Shares.); and
(ii) indirectly, through DIVI, no. 16,643,057 Shares, representing 50.29% of the share capital and 57.65% of the voting rights excrcisable at the Sharcholders' Mcctings of the Issuer as a result of the Double Voting (representing DIVI Shares).

In addition to Diego Della Valle, the following hold stakes in the Issuer:

(i) Andrea Della Valle, who holds directly, no. 268,716 Shares, representing 0.81% of the share capital and 0.93% of the voting rights excressable in the sharcholders' mectings of the Issuer as a result of the Double Voting. Moreover, Andrea Della Valla holds (i) indirectly, through ADV Family Holding, a sharcholding representing 43.60% of DIVI's share capital; (ii) directly, a sharcholding representing 30% of the share capital of DDV & C., holder of 4,166,139 Shares, representing 12.59% of the share capital and 14.43% of the voting rights exercisable in the shareholders' meetings of the Issuer as a result of the Double Voting (representing DDV & C. Shares);

(i) the Minority Sharcholding, which holds no. 3.309.900 Sharcs, amounting to no. 3,309,900 Shares and representing 10% of the Issuer's share capital; and
(ii) L Catterton, which holds no. 2,657,630 Shares, representing 8,031% of Tod's share capital and 4,603% of the voting rights excreisable at the Issuer's sharcholders' mectings, as a result of Share purchase transactions carried out in the period between 12 February 2024 and the Date of the Offer Document communicated by the Offeror to Consob and the market pursuant to Article 41, Paragraph 2, letter c), of the Issuers' Regulations.

According to the communications made pursuant to Article 120, paragraph 2, of CFA, on the Date of the Offer Document, there are no other sharcholders holding more than 3% of the Issucr's share capital.

As of the Date of the Offer Document, the Issuer does not own, directly or through subsidiaries, trusts or intermediaries, any Treasury Shares.

2.3. The Offeror

As of the Date of the Offer Document, the Offeror's share capital is wholly owned by L Catterton. BidCo is a corporate vehicle specifically incorporated by L Catterton to promote the Offer.

L Catterton is a limited partnership incorporated under the laws of England.

As of the Date of the Offer Document, L Catterton is controlled by LC10 Caledonia.

The share capital of LC10 Caledonia is held equally by:

(1) Catterton Calcdonia 1 Limited, a private limited company incorporated under the laws of Scotland ("Caledonia 1"); c
(i) Catterton Caledonia 2 Limited, a private limited company incorporated under the laws of Scotland ("Caledonia 2").

As of the Date of the Offer Document, the cntire share capital of Catterton Management is held by L Catterton Management.

The Offer Document states that it is envisaged that, subsequent to the Date of the Offer Document and prior to the Payment Date, L Catterton will transfer its entire stake in the Offeror (representing 100% of the share capital) to LC Fund, a special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of Luxembourg, that, as of the Date of the Offer Document, is controlled by LC Luxeo, as sole general partner.

LC Fund is a Luxembourg domiciled alternative investment fund incorporated on 13 February 2024 pursuant to a limited partnership agreement entered into by and between:

LC Luxco, as managing general partner, and (1)
(ii) L Catterton, as sole initial limited partner.

The Offer Document states that, prior to the Payment Date, other funds managed or advised by affiliates of L Catterton Management may invest in LC Fund by subscribing limited partnership interests of LC Fund, it being understood that, even following such investments, L Catterton will retain the majority of limited partnership interests of LC Fund.

LC Fund will be controlled and managed by LC Luxco. As of the Date of the Offer Document, the corporate capital of LC Luxeo is wholly owned by LC10 Caledonia, which as indicated above, controls L Catterton.

2.4. Persons Actiong in Concerts

Pursuant ro Articles 101-his, Pharagraph 4-his, of CFA the following are to be considered Persons Acting in Concert with the Offeror:

L Catterton, pursuant to Article 101-bis, paragraph 4-his, letter b), of CFA, as company that . owns, on the Date of the Offer Document, the entire corporate capital of the Offeror;
LC10 Caledonia pursuant to Article 101-his, paragraph 4-his, letter b), of CFA, as general partner of, and therefore entity controlling, L Catterton;
Diego Della Valle, pursuant to Article 101-his, paragraph 4-his, letter a), of CFA, as party to the Framework Agreement;
Andrea Della Valle, pursuant to Article 101-his, paragraph 4-bis, letter a), of CFA, as party to the Framework Agreement;
DIVI, pursuant to Article 101-his, paragraph 4-his, letter a), of CFA, as party to the Framework Agreement;
DDV & C., pursuant to Article 101-his, paragraph 4-bis, letter a), of CFA, as party to the Framework Agreement;
Minority Sharcholder, pursuant to Article 101-his, paragraph 4-bis, letter a), of CFA, as party to the Minority Sharcholder Undertaking.

The Offeror will be the only party to acquire the Offer Shares that will be tendered to the Offer.

2.5. Relevant Agreements in the Scope of the Offer

2.5.1. Framework Agreement

On the Announcement Date, Dicgo Dcla Valle, Andrea Della Valle, DIVI, DDV & C. and the Offeror entered into the Framework Agreement, pursuant to which, inter alia:

(i) the Offeror undertook to promote the Offer, for a consideration of Euro 43.00 (fortythree/00) (cum dividend) per cach Share, over the Offer Shares, representing 27.968% of the Issuer's share capital (excluding any Treasury Shares), aimed at obtaining the Dclisting;
(i) DDV & C. undertook to tender the DDV Shares Tendered to the Offer within 5 Trading Days after the beginning of the Acceptance Period;
(ii) DIVI undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 16,643,057 shares held by the latter representing 50.29% of the Issuer's share capital and 57.65% of the voting rights as a result of the Double Voting (representing DIVI Shares);
(iv) DDV & C. undertook towards the Offeror, until completion of the Offer (including any scll-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to the Offer, no. 706,738 shares held by the latter representing 2.14% of the Issuer's share capital and 2.45% of the voting rights as a result of the Double Voting;
(v) Diego Della Valle undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties and/or create any encumbrance on, and not to tender to the Offer, no. 252,000 shares held by the latter representing 0.76% of the Issuer's share capital and 0.87% of the voting rights as a result of the Double Voting (representing Diego Della Valle Shares);
(vi) Andrea Della Valle undertook towards the Offeror, until completion of the Offer (including any sell-out and/or squeeze-out procedures under, respectively, Articles 108 and 111 of CFA), not to sell, transfer and/or otherwise dispose of in favor of third parties, and not to tender to the Offer, no. 268,716 shares held by it representing 0.81% of the Issuer's share capital and 0.93% of the voting rights as a result of the Double Voting;
(vii) DIVI undertook to submit to the shareholders' mecting of the Issuer scheduled, on first call, for 24 April 2024, which will be called, inter alia, to approve the financial statements of the

-

Sharcholders' Agreement and offered under option to Sharcholders pursuant to Article 2437quater of the Civil Code; and

(xi) DIVI and the Offeror undertook to cnter into, on the completion date of the Delisting, the Sharcholders' Agreement.

For further information on the covenants of a sharcholders' nature contained in the Framework Agreement, please refer to the essential information published, pursuant to and for the purposes of Article 122 CFA and Articles 129 and 130 of the Issucrs' Regulations, on the Issuer's website, at www.todsgroup.com, scetion "Governance - Sharcholders' Agreements" and attached to the Offer Document under Appendix M.2.1.

2.5.2. Minority Shareholder Undertaking

On the Announcement Date, Diego Della Valle, Andrea Della Valle, DIVI, DDV & C., the Offeror and Minority Sharcholder entered into the Minority Sharcholder Undertaking pursuant to which, inter alia,

(i) the relevant parties assumed certain undertakings in connection with the Offer including Minority Sharcholder's undertaking not to tender to the Offer the Minority Sharcholder Shares - and the Merger; and
(i) DIVI, BidCo and Minority Sharcholder undertook to enter into, on the completion date of the Delisting, the Sharcholders' Agreement - as amended pursuant to the Minority Sharcholder Undertaking to take into account the Minority Sharcholder's participation - and BidCo undertook to cause LC Fund to enter into, the Sharcholders' Agreement on the completion date of the Delisting ..

For further information on the provisions set out in the Framework Agreement, the Minority Sharcholder Undertaking and the Sharcholders' Agreement, please refer to Section H, Paragraph H.2, of the Offer Document, and to the essential information published, pursuant to and for the purposes of Article 122 CFA and Articles 129 and 130 of the Issuers' Regulations, on the Issuer's website, at www.todsgroup.com, scction "Governance - Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.1.

2.5.3. Shareholders' Agreement

DIVI, the Offeror, Minority Shareholder and, subject to adherence to the Framework Agreement and the Minority Sharcholder Undertaking, LC Fund undertook to enter into, on the Delisting Date, the Shareholders' Agreement, whose essential information are set out below, which will concern all of the Issucr's shares held by the parties (as identified above) on the Delising date.

The Sharcholders' Agreement includes, among other things, provisions relating to:

(i) Tod's governance, including the Offeror's right to appoint representation on Tod's board of directors:
(i) the transfer, including indirect transfer, of Shares, including provisions on a potential IPO process.

For further information on Minority Shareholder Undertaking and Shareholders' Agreement, please refer to Section H, Paragraph H.2.2. and to the essential information published, pursuant to and for the purposes of Article 122 CFA and Articles 129 and 130 of the Issuers' Regulations, on the Issuct's wcbsite, at www.todsgroup.com, scction "Governance - Shareholders' Agreements" and attached to the Offer Document under Appendix M.2.2.

Furthermore, without prejudice to the Framework Agreement, the Minority Sharcholder Undertaking and the Sharcholders' Agreement, based on the publicly available information, no agreements under Article 122 of CFA have been disclosed.

3. THE OPINION - PURPOSES AND LIMITATIONS

Since the Offer is launched by a party acting in concert with partics (i.e. the Majority Shareholders) who hold an aggregate holding in the Issuer's share capital greater than the 30% threshold stipulated in Article 106, paragraph 1, of the Consolidated Financial Act, the Offer falls within the scope of Article 39-bis paragraph 1, letter a), number 4), of the Issuers' Regulations and, therefore, is subject to the provisions thereof.

Article 39-his of the Issuers' Regulations requires the Independent Directors, who are not related parties to the Offeror, to draft, prior to the approval of the Issuer's Commuinication, a reasoned opinion evaluating the Offer and the fairness of the Consideration. The Independent Directors may be supported, at the Issuer's expenses, by an independent expert appointed by them.

The Opinion is intended to support persons holding the Offer Shares to make a reasoned decision on whether tendering such Shares in the Offer, by evaluating both the fairness of the Consideration and the entire Offer.

The Opinion is not intended in any way to replace the Issuer's Comunication and the Offer Document, and does not in any way constitute, nor may it be construce as, a recommendation to tender or not to tender the Offer Shares nor does it replace the personal evaluation of each Shareholder in connection with the Offer

Accordingly, for a detailed description of the terms and conditions of the Offer, please refer to the Offer Document only.

In performing the activities relating the Offer for the purposes of issuing the Opinion, the Independent Directors examined all relevant aspects and elements useful for the assessment of the Offer and the evaluation thereof and of the fairness of the Consideration, also based on the activities performed and Fairness Opinion issued by the Independent Expert.

The Independent Directors' Opinion is given pursuant to Article 39-bis of the Italian Issuers' Regulation and provided to the BoD for the purpose of the issuance by the Board of Directors of the Issuer's Communication.

ACTIVITIES PERFORMED BY THE INDEPENDENT DIRECTORS

4.1. Independent Directors participating in drafting the Opinion

As of the date of this Opinion, the Board of Directors consists of no. 14 directors, no. 8 of whom are independent.

DIRECTOR	ROLE	INDEPENDENCY
Luigi Abete	Independent Director	pursuant to the law and the By-laws
Marilù Capparelli	Independent Director	pursuant to the law, the By-laws and the Corporate Governance Code
Luca Cordero di Montezemolo	Independent Director	pursuant to the law, the By-laws and the Corporate Governance Code
Sveva Dalmasso	Independent Director	pursuant to the law, the By-laws and the Corporate Governance Code
Romina Guglielmetti	Independent Director	pursuant to the law, the By-laws and the Corporate Governance Code
Vincenzo Manes	Independent Director	pursuant to the law, the By-laws and the Corporate Governance Code
Emanuela Prandelli	Independent Director	pursuant to the law, the By-laws and the Corporate Governance Code
Pierfrancesco Saviotti	Independent Director	pursuant to the law and the By-laws

4.2. The Independent Fixpert

For the purpose of drafting the Opinion, the Independent Directors resolved to appoint an independent expert, as provided for by Article 39-his, paragraph 2, of the Issuers' Regulations, to whom entrust the issuance of a fairness opinion on the fairness of the Consideration, following a beauty contest (as described below).

As result of the Selection Procedure, on February 27, 2024, the Independent Directors, having considered and obtained, among others, a statement relating to the absence of conflicts of interests, or other circumstances, that would be incompatible with the mandate of independent financial adviser to the Independent Directors (the "Incompatibility Circumstances"), appointed Goldman Sachs as Independent Expert, as further described below.

On March 21, 2024, the Independent Expert issued the Fairness Opinion, attached to the Opinion SUBA, whose conclusions are indicated in Paragraph 7.1 bclow.

The Independent Directors decided not to appoint a legal advisor, as they deemed to possess the necessary technical-legal skills to carry out the activities within their competence, also due to the professional expertise of the Independent Director Coordinator, Romina GuglicImetti.

Reviewed Documentation 4.3.

For the purpose of drafting the Opinion, the Independent Directors reviewed, inter alia, the following documents:

the Offeror's Communication, by which the Offeror announced to the public the decision to launch the Offer;
1 some drafts of the Offer Document,
the ID Statements:
the Fairness Opinion and financial analysis performed by the Independent Expert in connection with rendering the Fairness Opinion

(jointly, the "Documentation").

4.4. Meetings and activities performed in preparation of and for the purpose of drafting the Opinion

The Independent Directors, as anticipated, met on several occasions, via video and/or audio call, in order to carry out the activities falling under their responsibility, aimed at issuing the Opinion.

More specifically, as to:

the designation of the Independent Expert:
- on February 14, 2024, the Independent Directors met promptly in order to establish, preliminarily, the methods and criteria for the identification and selection of the independent expert, setting up a process based on objectivity and transparency. They have, therefore, agreed on: (i) the cligibility conditions for the selection of advisors to participate in the Selection Process (including prior verification of the absence of Incompatibility Situations); and (ii) the criteria for the evaluation of the proposals, such

as, synthetically, (a) high professional standing, by which is meant having accrued an adequate track record (i.e. having issued fairness opinions, fairness judgments or quantitative and/or qualitative analyses in public offering transactions similar to the Offering) and specific expertise in the luxury sector; (b) efficiency and effectiveness of the proposed evaluation process; (c) high standing of the dedicated team; and (d) costeffectiveness of the proposed engagement (the "Criteria"). Said Criteria were coupled with predefined evaluation parameters;

on February 16, 2024, the Independent Director Coordinator, in coordination with the Independent Directors, collected 18 applications for the role of independent expert. Following the so-called sanity check, 5 nominations were excluded due to Incompatibility Circumstances;
on February 18, 2024, the Independent Directors formally invited the remaining 13 candidates to participate in the beauty contest, asking them to submit their proposal for the position of independent expert, together with the declaration attesting the absence of Incompatibility Circumstances;
on February 27, 2024, the Independent Directors met in order to evaluate, on the basis of the Criteria, the 12 proposals received (no. 1 candidate declined the invitation to participate in the beauty contest), expressing, following an in-depth evaluations, a preference for Goldman Sachs' proposal, in light of, among others, the following reasons: (i) excellent international standing, the team's high standing, strong track record in other takeover bids, coupled with an in-depth knowledge of the luxury sector; (ii) consideration proposed to perform the Independent Expert's activities; and (iii) the aforementioned absence of Incompatibility Circumstances;
on March 14, 2024, the Issuer, in name and on bchalf of the Independent Directors, appointed Goldman Sachs, pursuant to Article 39-his, paragraph 2, of the Issuers' Regulations - backed by a specific agreement of confidentiality;
the drafting of the Opinion, the Independent Directors met on February 14, 16, and 27, 2024, and - subsequent to the appointment of the Independent Expert - with Goldman Sachs:
- on March 6, 2024, to get to know cach other and plan the work, including the process of acquiring the necessary information for this purpose from the management;
- on March 13, 2024, for a preliminary sharing of the methodologies that will be used for evaluating the Consideration and monitoring the progress of Goldman Sachs' on the issuance of the Fairness Opinion, including the acquisition of the necessary documentation from the Issuer;
- on March 15, 2024, (i) to receive an update on the progress of Goldman Sachs' work, including delving into the Expert's reference methodologies for the purpose of preparing the Fairness Opinion; and (ii) to ensure that there were no critical issues in the acquisition of the information necessary to carry out the assignment; (iii) to share the structure of the Opinion, a first draft of which was reviewed;
on March 18, 2024, in order to (i) review the findings of the work, as of that date, underlying the Fairness Opinion, as well as a first preliminary draft of the Fairness Opinion, and (ii) incorporate any comments on the draft Opinion already reviewed;
on March 19, 2024, to review (i) the findings of the work, as of that date, underlying the Fairness Opinion; (ii) an updated version of the Opinion;
on March 20, 2024, to review (i) the findings of the work, as of that date, underlying the Fairness Opinion; (ii) a further updated version of the Opinion;
on March 21, 2024, for the purpose of acquiring the Fairness Opinion and approving the Opinion and determining it to be sent to the Board of Directors, for the purpose of its annexation (together with the Fairness Opinion) to the Issuer's Press Release.

5. MAIN TERMS AND CONDITIONS OF THE OFFER

5.1. Purpose of the Offer

In the Offer Document, the Offeror stated that the Offer aims at the Dclisting.

Therefore - upon the occurrence of the conditions provided for by Article 108, paragraph 2, of the Consolidated Financial Act, - the Offeror has declared its intention not to re-establish a free float sufficient to ensure the regular course of trading of the Shares.

In the Offer Document, it is stated that: "In the context of a market analysis of the luxury goods sector carried out by the Offeror independently, based on public information and its own industry and business Rnowhow, and on a constant perimeter, the Offeror evaluated Tod's Group in line with the investment targets of L Catterton, aware of the quality and experience of the management structure, the excellence of the production chain reflected in the great quality of the products - and the international network of the Group's stores. Therefore, L Catterton has positively evaluated the opportunity a minority stake in the Issuer which, in the ontext of the provisions of the Shareholders' Agreement, would allow the Offeror to enjoy certain governance rights to protect its investment (including, the right to representation on the Board of Directors of Tod's), as well as certain exit rights".

The Offeror stated that he has "identified a plan for the Issuer's growth, which includes, among other initiatives, the consolidation of the Group's brands through a strengtheining of investments in communication, the optimization of existing distribution channels, as well as the further penetration of key markets for the luxury sector including, for escample, the United States, In this regard, the Offeror believes that L Catterton may contribute to such growth, taking into account the nature of L Catterton as experienced investor through (i) a team of investment and operating professionals and (ii) a proprietary and dedicated consulting form that provides services exclusively to L Catterton's portfolio companies" (For more information on the strategics of the nine funds managed or advised by L Catterton and the related investment targets, please refer to Section B, Paragraph B.1.7, of the Offer Document.).

The purpose of the Offer is Delisting. In this regard, it was stated in the Offer Document that "the Majority Shareholders and the Offeror have agreed that the Delisting of the Issuer is a prevenuisite to ensure the pursuit of the Issuer's future growth plans and the strengthening of the Issuer, insofar as the Delisting would enable the latter to pursue its objectives in a market environment and legal framework characterized by greater

managerial and organizational flexibility, with faster decision times, and also benefiting from reduced management and market listing costs".

It should be noted that Delisting may be achieved: (i) if the Offeror and the Persons Acting in Concert come to hold, as a result of acceptances to the Offer during the Acceptance Period (as potentially extended pursuant to the applicable laws and/or during the potential Reopening of Terms) and any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or the Persons Acting in Concert in accordance with the applicable laws, an aggregate stake in the Issuer of more than 90% of the Issuer's share capital; or, if the Delisting is not achieved following the Offer as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA or the Joint Procedure, (ii) by mcans of the Merger in accordance with the undertakings already assumed by the Offeror and the Persons Acting in Concert in the Framework Agreement and the Minority Sharcholder Undertaking, subject to the approval of the Merger by the competent corporate bodies of the Issuer.

Finally, the Offeror stated that: "through the Offer, the Offeror intends to give the Issuer's Sharebolders holding the Offer Shares the opportunity to liquidate their in Tod's prior to the Delisting, on more favorable terms than those offered by the market on the Announcement Date; in fact, the Consideration incorporates a premium equal to 31.25% compared with the weighted arithmetic average of the official prices recorded by the Shares in the month prior the Reference Date (included)" (for more information regarding the premium on the other reference periods, please refer to Section E, Paragraph E. 1.2, of the Offer Document).

(Cfr. Section A, Paragraph A.5, of the Offer Document).

For more information regarding Delisting, please refer to the following paragraph 6.3Errore. L'origine riferimento non è stata trovata.

5.2. Main terms and condition of the voluntary tender offer for all the Shares Targeted in the Offer

As described in the Offer Document:

the Offer is a voluntary totalitarian tender offer launched on the Offer Shares pursuant to Articles 102 and followings of the Consolidated Financial Act (see Introduction, Paragraph 1, of the Offer Document);
the Offer concernes the Offer Shares, as stated in section 2.1 above;
the Offer is addressed, indiscriminately and on equal terms, to all holders of the Offer Shares. (see Section C, Paragraph C.1, of the Offer Document);
during the Acceptance Period, as may be extended in accordance with applicable laws and . regulations or reopened as a result of the Reopening of Terms, as well as during the procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA, the Offeror reserves - directly or indirectly, including through its Persons Acting in Concert - the right to purchase Shares outside the Offer, within the limits set forth in applicable legal and regulatory provisions. Such purchases will be communicated to Consob and the market, pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulations (sec Section C, Paragraph C.1, of the Offer Document);
-

-

5.3. The Consideration

The Offer Document indicates that the Offer Price offered by the Offeror, for cach Offer Subject Share tendered to the Offer is Euro 43.00 (cum dividend) and will be paid in full in cash on the Payment Date (or, for any Offer Subject Shares tendered during the Reopening of the Terms, on the Payment Date upon Reopening of the Terms).

The Consideration:

(i) has been determined on the assumption that the Issuer will not approve and make any distribution of ordinary or extraordinary dividends from profits or reserves also taking into account that, pursuant to the Framework Agreement, the Majority Sharcholders undertook not to submit nor vote in favor of any distribution or payment of ordinary or extraordinary dividends or reserves until December 31, 2024 (included); and
(i) is understood to be net of stamp duty, to the extent due, and of fees, commissions and expenses, which will be borne by the Offeror. The substitute tax capital gains, if duc, will instead remain upon the adherents to the Offer.

The Offer Document also states that:

. the Consideration was determined through independently conducted assessments taking into account, among other things, the following elements:
- (i) the official price per Share recorded on the Reference Date (i.e., the Trading Day preceding the Announcement Date);
- (ii) the arithmetic average on the volume of the official prices recorded by the Shares in certain time intervals i.e., 1 (one), 3 (three), 6 (six), 12 (twelve) months prior the Reference Date (included); and
- (ii) target prices resulting from financial analysts' research publicly available prior to the Announcement Date and, in any case, not before November 2023;
no opinions prepared by independent expert were obtained and/ or used to determine the Consideration and/or assess its fairness;
the Consideration incorporates a premium of 7.50% with respect to the placement price of the Shares set in the context of the global offer functional to the admission to trading of the Share on Euronext Milan (formerly "Mercato Telematio Azionario") which took place on 6 November 2000, equal to Euro 40.00 per Share.

(See Section E, Paragraph E.1, of the Offer Document).

In the event of full adherence to the Offer by all the holders of the Offer Shares, the overall maximum consideration of the Offer, calculated on the basis of the Consideration equal to EUR 43.00 (fourtythrec/00) (cum dividend) per Share, will be equal to Euro 397,968,414.

For more information on the considerations provided by the Offeror with reference to the Consideration, please refer to Section E of the Offer Document.

6. POTENTIAL ALTERNATIVE SCENARIOS FOR THE HOLDERS OF SHARES

In the Offer Document, the Offeror stated that, following the Offer, one of the following scenarios will occur.

6.1. Tender to the Offer, even during the potential Reopening of Terms

In case of acceptance of the Offer and fulfilment of the Conditions to the Offer (or waiver thereof, as the case may be), the Adherents will receive the Consideration, equal to Euro 43.00 (forty-three/00) (cum dividend) for cach Offer Share held by them and tendered to the Offer.

It was, likewise, reported that:

by the Trading Day following the Payment Date, the Acceptance Period will be reopened for 5 (five) Trading Days upon the occurrence of the circumstances referred to in article 40his, paragraph 1, letter b), of the Issuers' Regulations and, in particular, pursuant to article 40his, paragraph 1, letter b), no. 2, of the Issuers' Regulations if the Offeror has acquired, during the Acceptance Period, at least half of the Offer Shares;
the Consideration will remain unchanged and, therefore, the Offeror will pay to each Adherent during the Reopening of Terms a Consideration in cash equal to Euro 43.00 (fortythree/00) (cum dividend) for cach Offer Share, which will be paid on the fifth Trading Day following the end of the period of Reopening of Terms, i.e. on 29 May 2024, without prejudice to any extension of the Acceptance Period;
however, pursuant to Article 40-his, paragraph 3, of the Issuer's Regulations, the Reopening of Terms will not take place:
- (i) in the event that, at least 5 (five) Trading Days prior to the closing of the Acceptance Period, the Offeror announces that it has acquired at least half of the Offer Shares;
- (i) in the event that, at the end of the Acceptance Period, the Offeror (jointly with the Persons Acting in Concert) comes to hold a stake such as to trigger the Purchase Obligation pursuant to Article 108, paragraph 2, of the CFA (i.e. more than 90% of the Issuer's share capital), the Offeror having declared its intention not to restore the free float, or the Right to Purchase pursuant to Article 111 of CFA and the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA (i.e. at least 95% of the Issucr's share capital); or
- (iii) the Shares are subject to one or more competing offers;

For more information, please refer to Section A, Paragraph A.7 and Section F, Paragraph F.1.1, of the Offer Document.

6.2. Not tender to the Offer, even during the potential Reopening of Terms

In the event of non-adherence to the Offer, even during the potential Reopening of Terms, the following scenarios, which are alternative to each other, will arise for the Issuer's Sharcholders:

Achievement by the Offeror and the Persons Acting in Concert of an aggregate stake at least equal to 95% of the Issuer's share capital, as a result hoth of the acceptances to the Offer and of any purchases made outside of the Offer pursuant to applicable laws, within the end of the Acceptance Period, as potentially extended or reopened following the Reapening of Terms pursuant to the applicable laws, and/ or the fulfilment of the Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA.

In such a scenario, the Offeror will carry out the Joint Procedure and the Shareholders who did not tender to the Offer will be obliged to transfer the ownership of the Offer Shares held by them in favor of the Offeror and, accordingly, they will receive for cach Offer Share held by them a consideration determined pursuant to Article 108, paragraph 3 and 4, of the CFA, as referred to in Article 111, paragraph 2, of the CFA.

(see Section A, Paragraph A.13.2, subparagraph (i), of the Offer Document).

ii) less than 95% of the Issuer's share capital, as a result of hoth the aceptances to the Offer (during the Acceptance Period as potentially extended pursuant to the applicable laws and/ or during the potential Reopening of Terms) and any purchases made outside of the Offer pursuant to the applicable laws

In such a scenario, the Offeror, not intending to re-establish a free float sufficient to casure the regular trading of the Shares, will be subject to the Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA. Issuer's Sharcholders who did not tender to the Offer will therefore have the right to request the Offeror to purchase their Shares subject to the Offer, pursuant to Article 108, paragraph 2, of the Purchase Obligation, pursuant to Article 108, paragraph 2, of the CFA, will be fulfilled by the Offeror for a price per Share to be determined pursuant to Article 108, paragraphs 3 or 4, of the CFA.

If the Sharcholders not tendering to the Offer did not intend to exercise their right to request the Offeror to purchase their Shares subject to the Offer, following the delisting of the Shares ordered by Borsa Italiana pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, and without prejudice to the provisions of Paragraph A.13.2(i), they will therefore find themselves holders of financial instruments not listed on any regulated market, with the consequent difficulties in liquidating their investment.

(see Section A, Paragraph A. 13.2, subparagraph (i), of the Offer Document).

The Offeror does not activere a stake of more than 90% of the share capital, shortage of free flouring iii) the Offer and Merger

The Offeror recalled that, in such scenario, pursuant to the Framework Agreement and the Minority Sharcholder Undertaking, the Majority Shareholders, Minority Sharcholder and the

Offeror undertook, where the conditions for the Delisting not occur as a result of the Acceptance Period (including any Reopening of the Terms), to exercise their rights as sharcholders of the Issuer (including by voting in favor of the related resolution in the shareholders' mecting of the Issuer) and to use their reasonable commercial best efforts to carry out the Merger as well as to use their reasonable commercial best efforts so that - subject to the approval by the Issuer's board of directors of the documentation related to the Merger, the Issuer's extraordinary sharcholders' mecting will be called to resolve upon the Merger by (i) 30 June 2024, in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends within 31 May 2024; or (i) the date to be agreed by the Majority Sharcholders and the Offeror (and, in any case, within 18 months from the end of the Acceptance Period), in case the Acceptance Period (as potentially extended pursuant to the applicable laws) ends after 31 May 2024.

In this regard, it was reported by the Offeror that:

since the Acceptance Period will end on 8 May 2024 (and, thus, within 31 May 2024), without prejudice to any extensions pursuant to the applicable laws, it is envisaged that, if the Issuer's board of directors approves the documentation related to the Merger, the Issuer's extraordinary shareholders' meeting to resolve upon the Merger is convened by 30 June 2024;
also pursuant to the Framework Agreement and the Minority Shareholder Undertaking, the Majority Sharcholders, the Offeror and Minority Sharcholder undertook to vote in favor of the Merger at the sharcholder' mecting of the Issucr .;
following settlement of the Offer, the aggregate sharcholding held by the Majority Sharcholders, Minority Shareholder and the Offeror will be such as to ensure that they will be able to cast a sufficient number of votes in the extraordinary shareholders' meeting of the Issuer to approve the Merger (given that the necessary deliberative quorum, on a single call, is equal to 2/3 of the voting capital represented at that mecting which must be at least 1/5 of the Issuer's share capital);
the Issuer's Sharcholders who did not vote in favor of the resolution approving the Merger would be entitled to excreise the right of withdrawal pursuant to Article 2437-quinquies of the Civil Code, since - as a result of the Merger exchange ratio - they would receive shareholdings of the incorporating company not listed on any regulated market;
the liquidation value of the Shares for which the withdrawal right will be exercised would be determined pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, by reference to the arithmetic average of the closing prices of the 6 (six) months preceding the publication of the notice of call of the sharcholders' mecting convened to resolve upon the approval of the Merger;
the liquidation value of the Shares, as determined above, could differ, even significantly, from the Consideration;
the Issuer's shareholders who decide not to exercise the right of withdrawal would be holders of financial instruments that are not listed on any market, which would make it difficult for them to liquidate their investment;
pursuant to the Related Partics Regulation and the Related Party Procedure, the Merger would qualify as a rclated party transaction and would therefore be subject to the regulations under the Related Parties Regulation and the Related Party Procedure;
should the requirements for the Delisting not occur at the end of the Acceptance Period (including any potential extension of the Acceptance Period or any potential Reopening of the Terms), as a result of the Offer there may be, however, a shortage of free float such as not to ensure the regular trading of the Shares and Borsa Italiana may order the suspension from trading of the Issuer's Shares and/or the Delisting pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations;
in such a case, the Offeror declares its intention not to restore a free float sufficient to ensure the regular trading of the Shares.

(see Section A, Paragraph A.13.2, subparagraph (iii), of the Offer Document. For more information about the Merger, please refer to Section G, Paragraph G.2.3.1, of the Offer Document).

6.3. Merger

As anticipated, the Offeror stated in the Offer Document that, in the event that:

(i) the requirements for the Delisting do not occur as a result of the Acceptance Period (including any potential extension of the Acceptance Period or any Reopening of Terms) and, therefore, the Issuer remains listed on Euronext Milan, the Delisting will be achieved through the execution of the Merger;
(i) the Delisting is achieved without the execution of the Merger, pursuant to the Framework Agreement the Majority Sharcholders and the Offeror undertook to exercise, upon BidCo's request, their rights as Shareholders (including, voting in favor of the relevant resolution at the meeting of Issuer Sharcholders) and to use their reasonable commercial best efforts to carry out the Reverse Merger, within the timeframe to be agreed upon by the Majority Sharcholders and the Offeror.

(see Section G, Paragraph G.2.3 of the Offer Document).

6.3.1. Merger in the absence of Delisting

The Offeror reported that pursuant to the Framework Agreement and the Minority Sharcholder Undertaking, BidCo undertook to cause LC Fund to purchase all of the Shares or, in case of completion of the Merger, all BidCo shares -with respect to which the Sharcholders (other than the Majority Sharcholders and Minority Sharcholder) were to exercise the right of withdrawal to which they were entitled as a result of the Merger and offered under option to Sharcholders pursuant to Article 2437-quater of the Civil Code.

(see Section G, Paragraph G.2.3.1, of the Offer Document).

6.3.2. Reverse Merger following Delisting

Should the Offeror (jointly with the Persons Acting in Concert) come to hold - as a result of acceptances to the Offer (during the Acceptance Period as potentially extended pursuant to the applicable laws and/or during the potential Reopening of the Terms) as well as any purchases made outside the Offer itself, directly, by the Offeror and/or the Persons Acting in Concert, in accordance with the applicable laws - a stake of more than 90% of the Issuer's capital (and, therefore, the Delisting may be achieved as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of CFA or the Joint Procedure) and/or in any other case in which the Delisting is achieved without the exceution of the Merger, pursuant to the Framework Agreement and the Minority Sharcholder Undertaking, the Majority Sharcholders, Minority Shareholder and the Offeror undertook to exercise, upon BidCo's request, their rights as Issuer's Sharcholders (including, voting in favor of the relevant resolution at the Issuer's sharcholders' mecting) and use their reasonable commercial best effort to carry out the Reverse Merger, within the timeframe to be agreed upon by the Majority Sharcholders and the Offeror.

In this case, the Offeror represented that:

(i) those Issuer's Sharcholders who (a) remained Issuer's Sharcholders following the Delisting (as they did not tender their Offer Shares to the Offer and the Offeror did not achieve together with the Persons Acting in Concert - a sharcholding of at least 95% of the Issuer's share capital such that it could exercise the Right to Purchase); and (b) did not concur in the resolution approving the Reverse Merger and the subsequent amendments to the Company's by-laws resolved to reflect in the Company's by-laws the contents of the Sharcholders' Agreement, they would be entitled to exercise the withdrawal right pursuant to Article 2437, paragraph 1, lett. (g) of the Civil Code;
(i) = the liquidation value of the Shares subject to the right of withdrawal would be determined in accordance with Article 2437-ter, paragraph 2, of the Civil Codc, taking into account the Issuer's assets and income prospects, as well as the market value of the Shares, if any; and
(ii) the liquidation value of the Shares, as determined above, could differ, even significantly, from the Consideration (as the same could also be lower than the Consideration).

(see Section G, Paragraph G.2.3.2 of the Offer Document).

INDEPENDENT DIRECTORS' EVALUATIONS 7.

7.1. The Fairness Opinion

In order to assess the fairness from a financial point of view to the holders - other than the Offeror, the Persons Acting in Concert and their respective affiliates - of the outstanding Shares of the Euro 43.00 in cash per Share to be paid to such holders pursuant to the Offer, the Independent Directors analyzed the contents and conclusions of the Independent Expert's Fairness Opinion (and the work underlying it). The Independent Expert stated that, in order to issue the Fairness Opinion, it reviewed, among other things:

the Offeror's Communication;

a draft of the Offer Document;
some drafts of this Opinion;
annual reports of the Company, related to the last 5 FY and, therefore, until December 31, 2023;
certain interim reports of the Company;
certain other communications from the Company to its shareholders;
certain publicly available research analyst reports relating to the Company; and
certain internal financial analyses and forceasts for the Company prepared by its , management, as authorized for the Independent Expert's use by the Independent Directors of the Company (the "Forecasts").

The Independent Expert has, in addition, stated that it has:

held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and its future prospects of the Company;
reviewed the reported price and trading activity for the Shares;
compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded;
reviewed the financial terms of certain recent takeover offers; and
performed such other studies and analyses, and considered such other factors, as it decmed
appropriate.

The Independent Expert specified, among other things, that:

for the purpose of drafting the Fairness Opinion, it relied upon and assumed the accuracy and completencess of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed or reviewed by the Independent Expert;
it does not assume any responsibility for independent verification thereof;
it assumed, with the consent of the Independent Directors, that the Forceasts have been reasonably prepared and represent the best currently available estimates and judgments of the management of the Company;
it had not made an independent evaluation or appraisal of the assets and liabilities (including . any contingent, derivative or other off-balance-sheet and liabilities) of the Company or any of its subsidiaries and it has not been furnished with any such evaluation or appraisal;
assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Offer will be obtained without any adverse effect on the expected benefits of the Offer in any way meaningful to his analysis.

For the purpose of his analysis, the Independent Expert has:

taken into consideration the value of net debt including IFRS 16 liabilities, risk provisions and cmployees' benefits obligations as reported by the Company in its consolidated statement of financial position as of December 31, 2023;
taken into consideration the net present value of the tax credits based on the tax credits . reported in the Forecasts and discounted at weighted average cost of capital;
calculated the implied values per Share by dividing the estimated equity values of the
Company by the number of fully diluted Shares outstanding at the date of the Fairness Opinion as provided by the Company.

The following is a summary of the material financial analyses performed by the Independent Expert in connection with rendering the Fairness Opinion. The following summary, however, docs not purport to be a complete description of the financial analyses performed by the Independent Expert, nor does the order of analyses described represent relative importance or weight attributed to those analyses by the Independent Expert.

Discounted cash flow analysis

The Independent Expert performed an illustrative discounted cash flow analysis of the Company to derive a range of implied values per Share using the Forecasts and based on:

the unlevered free cash flows for the years 2024-2028;
a range of discount rates of (9.5% to 10,5%), reflecting an estimate of the Company's wcighted average cost of capital calculated using the Capital Asset Pricing Model ("CAPM");
terminal value at the end of 2028 calculated using perpetuity growth rates ranging from (2.25x to 2.75x) applied to the normalised year unlevered free eash flow as provided in the Forecasts.

Present value of future share price analysis

The Independent Expert performed an analysis of the illustrative present value of the future price and dividends per Share using the Forecasts and based on

Forceasted carnings per Share and dividends per Share for the years 2024-2028;
a range of price to carnings multiples (18.2x to 26.4x) applied to next twelve months carnings per Share as of the relevant dates;
a discount rate of 10.5%, reflecting an estimate of the Company's cost of equity calculated , using CAPM.

The table below presents the results of the analyses summarized above:

Methodology		Minimum implied Maximum implied
	value	value per Share
	per Share (EUR)	(EUR)
Discounted cash flow	41.1	49.7

Methodology		Minimum implied Maximum implied
	value	value per Share
	per Share (EUR)	(EUR)
Present value of future share price (based on EPS)	32.7	52.8

The findings of the Fairness Opinion are as follows "based upon and subject to the foregoing, it is our opinion that, as of the date bereof, the €43.00 in cash per Share to the holders (other than Offeror, the Majority Shareholders, the Minority Shareholder and their respective affiliates) of Shares pursuant to the Tender Offer to be made by Offeror pursuant to the Offeror Statement and the Tender Offer Document is fair from a financial point of view to such holders of Shares".

The Independent Expert has clarified, among other things, that:

the Fairness Opinion is necessarily based on cconomic, monetary, market and other conditions as in effect on, and the information made available to the Independent Expert as of, the date of the Fairness Opinion and it assume no responsibility for updating, revising or reaffirming such opinion based on circumstances, developments or events occurring after the date thereto;
the Fairness Opinion expressed is provided solely for the information and assistance of the , Independent Directors of the Company in connection with their consideration of the Offer;
the Fairness Opinion (i) does not constitute a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Offer or how any holder of Shares should vote with respect to the Merger or the Reverse Merger or any other matter; (i) has been approved by a fairness committee of Goldman Sachs Group Inc ..
7.2. Evaluation of the Offer

The Independent Directors acknowledge that:

in performing the activities relating the Offer, also in light of the Fairness Opinion (and the , activities underlying it), they examined all relevant aspects and clements useful for (i) the assessment of the Offer and (ii) the evaluation of the Offer and of the fairness of the Consideration, for the purpose, among others, of issuing the Opinion;
the Opinion provides an account of and essentially concerns the contents preseribed by Article 39-bis of the Issuers' Regulation regarding the fairness of the Consideration and the cvaluation of the Offer;
making use of the overall preparatory work they have conducted, they will contribute, in their capacity as members of the BoD, to the evaluations and deliberations within the competence of the Board of Directors for the approval of the Issuer's Statement;
the Offer is addressed indiscriminately and on equal terms to all shareholders of the Issuer and is promoted in Italy;
the Offeror has stated that he intends, inter alia, to support the development of Tod's Group, through a growth project, which envisages, among other things, the consolidation of the positioning of the Group's brands, through the strengthening of investments in

-

its interpretation and application, please refer to section 5.2 of the Opinion and Section A, Paragraph A.1, of the Offer Document);

the Fairness Opinion issued by the Independent Expert - thoroughly reviewed together with the analyses and assessments supporting it - concludes that based upon and subject to the factors and assumptions set forth in such Fairness Opinion, the Offer Price is fair, from a financial point of view to such holders of Shares subject of the Offer (excluding the Offeror, the Persons Acting in Concert and their respective affiliates). The full text of the Independent Expert's Fairness Opinion, dated March 21, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex A.

That being said, the Independent Directors, decming that the reasons for the Offer and the Offeror's future plans are consistent with Tod's industrial strategy, focused on the growth of the Company and the optimization of its business model, do not acknowledge in the Offer any elements contrary to the Issuer's corporate interest.

CONCLUSIONS 8.

In light of the above, the Independent Directors:

having analysed the Documentation;
without prejudice to the observations described in Paragraph 7 above;
having noted that, in particular, the Offeror intends to achieve the Delisting of the Issuer, also by means of the Merger, and that, thus, Shareholders who will still hold Shares, and do not excreise the withdrawal right, may not be able to casily dispose of such financial instruments as they would receive financial instruments that will not be listed on a regulated market:
assessed the Offer consistent with the Issuer's growth strategy and business model;
having taken into account the findings of the Fairness Opinion and the activities underlying thereto;
having considered that the Independent Directors' Opinion is given pursuant to and for the purposes of Article 39-his of the Issuers' Regulations and, therefore, for the purposes of the issuance by the Board of Directors of the subsequent Issuer's Statement pursuant to Article 103, paragraph 3, of the Consolidated Financial Act and Article 39 of the Issuers' Regulations,

deem, unanimously that:

(i) the Offer is compliant with the laws applicable to voluntary tender offers and that is does not contain any ancillary clement that affects its main contents;
(i) the purpose of the Offer and the Offeror's future plans are abstractly capable of creating value, taking into account that the Offeror has stated that it has identified a plan for the Issuer's growth, to be implemented with the contribution of L Catterton, an investor with expertise in the consumer-goods (consumer-focused) sector through (i) a team of investment

Goldman Sachs Bank Europe SE, Succursale Italia Via Santa Margherita n. 14 | Milano (MI) | Cap 20121 Tel/Fax: +39 02 8022 1000 | PEC: [email protected]

Goldman Sacills

PERSONAL AND CONFIDENTIAL

March 21, 2024

The Independent Directors of TOD'S S.p.A.

TOD'S S.p.A.

Via Filippo Della Valle, n. 1, 63811, Sant'Elpidio a Mare (FM)

Ladies and Gentlemen:

You have requested our opinion as to the fairness from a financial point of view to the holders (other than Crown Bidco S.t.l. ("Offeror"), a wholly owned subsidiary of LC10 International AIV, L.P., a fund managed or advised by affiliates of L Catterton Management Limited ("L Catterton"), Mr. Diego Della Valle, Mr. Andrea Della Valle, DI. VI. Finanziaria di Diego Della Valle & C. S.r.l. ("DIVI"), Diego Della Valle & C. S.r.l. ("DDV" and, together with DIVI, Mr. Diego Della Valle and Mr. Andrea Della Valle, the "Majority Shareholders"), Delphine S.A.S. (the "Minority Shareholder") and their respective affiliates) of the outstanding ordinary shares, with no par value (the "Shares"), of TOD'S S.p.A. (the "Company") of the €43.00 in cash per Share to be paid to such holders pursuant to the tender offer (the "Tender Offer") to be made by Offeror pursuant to a statement published on February 10, 2024 in accordance with Art. 102 of Italian Legislative Decree 58/1998, as amended (the "Offeror Statement'), and the tender offer document approved by the Italian Commissione Nazionale per le Società e la Borsa ("Consob") on March 21, 2024 (the "Tender Offer Document") for 9,255,498 Shares, which comprise all Shares outstanding as of the date hereof other than (i) 2,657,630 Shares acquired by Offeror and any parties acting in concert with Offeror between February 12, 2024 and the date of the Tender Offer Document and held by such parties as of the Tender Offer Document, (ii) 17,870,511 Shares held by the Majority Shareholders (which excludes the Majority Shareholders' Tendered Shares (as defined below)); and (ii) 3,309,900 Shares held by the Minority Shareholder. On February 10, 2024, the Offeror and the Majority Shareholders entered into a framework agreement (the "Framework Agreement"), pursuant to which, among other things: (i) the Majority Shareholders have agreed to tender 3,459,401 Shares into the Tender Offer (such Shares, the "Majority Shareholders' Tendered Shares"); (u) except for the Majority Shareholders' Tendered Shares, the

Goldman Sachs Bank Europe SE, Succursale Italia, located at Via Santa Margherita no. 14, Milano (MI), 20121, registered with the laaian bank register (Albo delle Banche) under the number 8081, CAB: 3658 and with the companies 'register Sachs Bank Europe SE.

Goldman Sachs Bank Europe SE (Societas Europaaa) is a credit institution in Gemany, having its registered
office at Marientum, Taunusanlage 9-10, 60329 Frankfurt an Main, Gem the relevant applicable extent local supervision by the Bank of Italia (Banca d'italia) and the Halian Companies

The Independent Directors TOD'S S.p.A. March 21, 2024 Page 4

In connection with rendering our opinion, we have performed certain financial analyses to calculate ranges of implied values per Share and a summaty of the material financial analyses performed is presented below.

This summary does not purport to be an exhaustive description of the financial analyses undertaken by Goldman Sachs. The order of the analyses described and the results of the analyses do not reflect the relative importance or the relative weight attributed by Goldman Sachs to such analyses.

For the purpose of our analysis, we have taken into consideration the value of net debt including IFRS 16 liabilities, risk provisions and employees' benefits obligations as reported by the Company in its consolidated statement of financial position as of December 31, 2023; furthermore, we have taken into consideration the net present value of the tax credits based on the tax credits reported in the Forecasts and discounted at weighted average cost of capital as defined below.

Furthermore, implied values per Share have been calculated by dividing the estimated equity values of the Company by the number of fully diluted Shares outstanding at the date of this opinion as provided by the Company.

Discounted cash flow analysis. We performed an illustrative discounted cash flow analysis of the Company to derive a range of implied values per Share using the Forecasts and based on

· The unlevered free cash flows for the years 2024-2028
· A range of discount rates of (9.5% to 10.5%), reflecting an estimate of the Company's weighted average cost of capital caculated using the Capital Asset Pricing Model ("CAPM")
· Terminal value at the end of 2028 calculated using perpetuity growth rates ranging from (2.25% to 2.75%) applied to the normalized year unlevered free cash flow as provided in the Forecasts.

Present natue of future share prive analysis. We performed an analysis of the illustrative present value of the future price and dividends per Share using the Forecasts and based on

· Forecasted earnings per Share and dividends per Share for the years 2024-2028
· A range of price to earnings multiples (18.2x to 26.4x) applied to next twelve months earnings per Share as of the relevant dates
· A discount rate of 10.5%, reflecting an estimate of the Company's cost of equity calculated using CAPM

The table below presents the results of the analyses summarized above:

Methodology	value per Share (EUR)	Minimum implied Maximum implied value per Share (EUR)
Discounted cash flow	41.1	49.7
Present value of future share price (based on EPS)	32.7	52.8

M.2 ESSENTIAL INFORMATION ON THE FRAMEWORK AGREEMENT, MINORITY SHAREHOLDER UNDERTAKING AND SHAREHOLDERS' AGREEMENT

M.2.1 Essential information on the Framework Agreement

*** * ***

Essential information pursuant to Article 122 of Legislative Decree dated February 24, 1998, no. 58 ("CFA") and Article 130 of the Regulation adopted by CONSOB with resolution date May 14, 1999, no. 11971 ("Issuers' Regulation") concerning the framework agreement entered into on 10 February 2024 by Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.l., Diego Della Valle & C. S.r.l., on the one hand, and Crown Bidco S.r.l., on the other hand

TOD'S S.P.A.

Pursuant to Article 122 CFA and Article 130 of Issuers' Regulation, the following is hereby disclosed.

1. Introduction

On 10 February 2024 (the "Relevant Date"):

A) Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.l. ("DIVI") and Diego Della Valle & C. S.r.l. ("DDV & C." and, together with DIVI, Diego Della Valle and Andrea Della Valle, jointly, the "Majority Shareholders"), on the one hand, and Crown Bidco S.r.l. ("BidCo" and, together with the Majority Shareholders, the "Parties") (company whose share capital is wholly owned by LC10 International AIV, L.P. – a fund managed or advised by affiliates of L Catterton Management Limited – ("L Catterton")), on the other hand, entered into a framework agreement (the "Framework Agreement") containing provisions which are relevant under Article 122, paragraphs 1 and 5, letter b), c) and d)-bis, of CFA, relating to Tod's S.p.A. ("Tod's" or the "Issuer" or the "Company"), which concerns this essential information.

In particular, the Framework Agreement regulates:

(i) BidCo's undertakings to launch a voluntary tender offer pursuant to Articles 102 et seq. CFA (the "Offer"), for a consideration amounting to Euro 43.00 per Tod's ordinary share (the "Shares"), over a maximum of no. 11,913,128 Shares, representing 36% of the Issuer's share capital (excluding any treasury shares which may be held by the Issuer), and to obtain the delisting of the Shares from Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. ("Delisting");
(ii) certain obligations and undertakings of the Parties in connection with the Offer, as well as the potential merger between the Issuer and BidCo as a result of the Offer;
(iii) certain provisions regarding Tod's corporate governance before Delisting; and
(iv) the undertaking by DIVI, BidCo and, subject to adherence to the Framework Agreement, by LC Vista SCSp – a corporate vehicle incorporated under the laws of the Grand Duchy of Luxembourg, with registered office in 40, Avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg (directly or indirectly) controlled by L Catterton or its affiliates ("HoldCo") which will own the entire corporate capital of BidCo – to enter into, on the Delisting date, a shareholders' agreement – in the form enclosed to the Framework Agreement

as supplemented pursuant to the Minority Shareholder Undertaking, (as defined below) – aimed at regulating their respective rights and obligations as shareholders of the Issuer and providing for: (a) representation of BidCo in the Issuer's board of directors; (b) further governance and exit rights of the parties; and (c) certain limitations to the transfer of Shares (the "Shareholders' Agreement");

B) the Majority Shareholders, BidCo and Delphine S.A.S. ("Minority Shareholder") entered into a separate agreement (the "Minority Shareholder Undertaking") pursuant to which inter alia:
- (i) the parties thereto assumed certain undertakings in connection with the Offer including the Minority Shareholder's undertaking not to tender its Shares to the Offer, amounting to no. 3,309,900 Shares and representing 10% of the Issuer's share capital (the "Minority Shareholder's Stake") – as well as the potential merger between the Issuer and BidCo as a result of the Offer; and
- (ii) DIVI, BidCo, and Minority Shareholder undertook to enter into, on the Delisting date, the Shareholders' Agreement – as amended pursuant to the Minority Shareholder Undertaking to take into account Minority Shareholder's being a party thereto – and BidCo undertook to cause HoldCo to enter into the Shareholders' Agreement;
C) in furtherance to the Framework Agreement, BidCo announced, pursuant to and in accordance with Articles 102, paragraph 1, of CFA and 37 of the Issuers' Regulation, its decision to launch the Offer (the "102 Communication"). In case of full adherence to the Offer: (i) the Majority Shareholders will maintain no. 17,870,511 Shares, representing 54% of the Issuer's share capital (the "DV Control Stake"); (ii) L Catterton will become indirect holder of no. 11,913,128 Shares, representing 36% of the Issuer's share capital; and (iii) Minority Shareholder will maintain the Minority Shareholder's Stake.

2. Type of shareholders' agreement

The shareholders' covenants contained in the Framework Agreement are relevant under Article 122, paragraphs 1 and 5 letter b), c) and d)-bis, CFA.

3. Companies whose financial instruments are the subject of the Framework Agreement

The Framework Agreement covers the ordinary shares issued by Tod's S.p.A., a joint-stock company under Italian law, with registered office in Sant'Elpidio a Mare (FM), Via Filippo Della Valle, no. 1, tax code, VAT number and registration number with the Register of Companies of Fermo 01113570442, with share capital equal to Euro 66,187,078.00, fully subscribed and paid-up, divided into 33,093,539 Shares, without the indication of par value and with regular dividend entitlement. The number of voting rights that can be exercised at the Issuer's shareholders' meetings – as a result of the double voting, pursuant to Article 127-quinquies CFA, provided for by Article 7 of Tod's by-laws (the "Double Voting") – amounts to no. 57,740,201 as of the date of this essential information. The Shares are admitted to trading on Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A.

4. Parties to the Framework Agreement and financial instruments which are the subject of the Framework Agreement

4.1 Parties to the Framework Agreement

Below are the parties to the Framework Agreement:

(i) Andrea Della Valle, born on 26 September 1965, domiciled in Sant'Elpidio a Mare (FM), Strada Sette Camini No. 116, tax code No. DLLNDR65P26 I324V;
(ii) Diego Della Valle, born on 30 December 1953, domiciled in Sant'Elpidio a Mare (FM), Strada Sette Camini No. 116, tax code No. DLLDGI53T30I324E;
(iii) Diego Della Valle & C. S.r.l., a limited liability company under Italian law, registered office in Sant'Elpidio a Mare (FM), Strada Sette Camini n. 116, tax code, VAT number and registration number with the Register of Companies of Fermo 01501320442;
(iv) DI.VI. Finanziaria di Diego Della Valle & C. S.r.l., a limited liability company under Italian law, registered office in Sant'Elpidio a Mare (FM), Strada Sette Camini n. 116, tax code, VAT number and registration number with the Register of Companies of Fermo 01732500440;
(v) Crown Bidco S.r.l., a limited liability company under Italian law, registered office in Milan, Via della Spiga No. 30, tax code, VAT number and registration number with the Register of Companies of Milan, Monza, Brianza, Lodi 13400600964.

Pursuant to the Framework Agreement, BidCo undertook vis-à-vis the Majority Shareholders to cause HoldCo to adhere to the Framework Agreement following the acquisition of the entire corporate capital of BidCo.

4.2 Financial instruments which are the subject of the Framework Agreement

The Framework Agreement covers the Shares indicated in the following table, representing all the Shares owned by the Parties on the Relevant Date and on the date of this essential information.

Parties to the Framework	Shares held by the Parties			Shares covered by the Framework Agreement
Agreement	Number	% share capital	Voting rights	% Voting rights	Number	Voting rights
Andrea Della Valle(1)	268,716	0.81%	537,432	0.93%	268,716	537,432
Diego Della Valle(1)	252,000	0.76%	504,000	0.87%	252,000	504,000
DDV & C.(1)	4,166,139	12.59%	8.332,278	14.43%	4,166,139	8,332,278
DIVI(1)	16,643,057	50.29%	33.286,114	57.65%	16,643,057	33,286,114
BidCo	-	-	-	-	-	-
Total	541,721	6445,00%	42.659,824	7388,00%	541,721	1083,442

(1) On the Relevant Date and on the date of this essential information, the Double Voting has accrued with respect to all Shares owned by Andrea Della Valle, Diego Della Valle, DDV & C. and DIVI.

5. Shareholders' covenants contained in the Framework AgreementBidCo's undertakings in relation to the Offer, sell-out and squeeze-out

BidCo undertook vis-à-vis the Majority Shareholders to:

(i) launch the Offer (i) for a consideration of Euro 43.00 per Share; (ii) over all Shares other than the DV Controlling Stake, the Minority Shareholder's Stake and the Company's treasury Shares, if any. The completion of the Offer is subject to the fulfillment of each of the conditions precedent set forth in the 102 Communication;
(ii) to the extent permitted under the applicable law, consult in good faith with the Majority Shareholders before changing the terms and conditions of the Offer;
(iii) waive the Authorizations Condition (as defined in the 102 Communication) only with the prior written consent of the Majority Shareholders, in the event that the granting of any authorization(s) would impose upon the Company or its subsidiaries any conditions, constraints or other corrective measures and/or remedies that could reasonably be expected to have a material impact on the business of the Tod's Group or DIVI and it being understood that the Authorizations Condition shall be deemed to be fulfilled in the event that the granting of any authorization(s) would impose upon BidCo or HoldCo any conditions, constraints or other remedies and/or corrective measures that cannot reasonably be expected to have a material impact on the business of the direct shareholders of BidCo or HoldCo and their respective subsidiaries;
(iv) if, upon completion of the Offer, the conditions set forth in Article 108, paragraph 2, CFA are met, (a) not restore the minimum free float requirements provided for under the applicable laws and regulations; and (b) fulfill the obligation to purchase the remaining Shares pursuant to Article 108, paragraph 2, CFA (so-called sell-out); and
(v) if, as a result of the Offer and/or the so-called sell-out procedure, the conditions set forth in Article 111, paragraph 1, CFA are met, exercise the squeeze-out right under Article 111 CFA.

5.2 Undertakings of the Majority Shareholders in relation to the Offer

Andrea Della Valle, Diego Della Valle and DIVI assumed the following undertakings vis-à-vis BidCo, from the Relevant Date and until completion of the OFFER (including any sell-out and/or squeeze-out procedures):

(i) not to tender their Shares, in whole or in part, to the Offer; and
(ii) not to sell, transfer or otherwise dispose of, the Shares held by them, in whole or in part, and not to create liens or grant any rights to third parties over the latter.

DDV & C. assumed the following undertakings vis-à-vis BidCo:

(i) to tender no. 3,459,401 Shares to the Offer by the 5th trading day following the start of the Offer period ("periodo di adesione"), and not to withdraw therefrom with respect to such Shares; and
(ii) from the Relevant Date and until the completion of the Offer (including any sell-out and/or squeeze out procedures): (a) not to tender, in whole or in part, its remaining 706,738 Shares to the Offer; and (b) except as provided in (i) above, not to sell, transfer or otherwise dispose of, the Shares held by DDV & C., in whole or in part, and not to create liens or grant any rights to third parties over the latter.

5.3 Conduct of the Parties pending and following the Offer

Each Party undertook vis-à-vis the others:

(i) from the Relevant Date and until the expiration of 6 months following completion of the Offer (including any sell-out and/or squeeze-out procedures), not to undertake any action, activity and/or transaction that may result in an increase in the consideration for the Offer pursuant to applicable laws and regulations. In addition, the Majority Shareholders undertook not to purchase, directly or indirectly, Shares and/or other financial instruments and/or securities relating to the Shares, and;
(ii) to act in accordance with the rules of transparency and proper conduct set forth in Articles 41 and 42 of Issuers' Regulation; and

(iii) not to enter into, and cause its affiliates not to enter into, shareholders' agreements or other agreements with any of the other Parties and/or third parties concerning the Offer or the Company, as well as any other agreement that (a) has the effect of granting rights relating to such Party's position as an actual or potential shareholder of the Company and/or the purpose of achieving - directly or indirectly - the same or similar purpose as the transaction described in the Framework Agreement (the "Transaction") or (b) provides for any other transaction that may directly or indirectly impair or frustrate the Transaction, or delay its implementation, or be incompatible with the scope, economic, financial or legal elements of the Transaction.

The Majority Shareholders further undertook vis-à-vis BidCo, starting from the Relevant Date until completion of the Offer (including any sell-out and/or squeeze-out procedures), not to:

(i) directly or indirectly, solicit, initiate, knowingly encourage (including through the provision of nonpublic information) or facilitate any inquiries or the submission or announcement of any proposal or offer that constitutes or could reasonably be expected to result in a transaction or series of transactions alternative to the transaction described in the Framework Agreement (each, an "Alternative Proposal");
(ii) discuss with any party about an Alternative Proposal or engage in negotiations regarding an Alternative Proposal;
(iii) approve or recommend, or propose to approve or recommend, any Alternative Proposal, and/or initiate discussions or entering into letters of intent and/or agreements relating to any Alternative Proposal or proposing or agreeing to do any of the foregoing in connection with any Alternative Proposal; and
(iv) not to propose at Tod's shareholders' meeting, and not to vote in favor of, any resolution that may, in any way, frustrate the objectives of the Offer.

5.4 Undertakings of the Parties relating to the renewal of Tod's board of directors in the context of the shareholders' meeting convened to resolve upon the approval of the financial statements as of 31 December 2023

DIVI undertook vis-à-vis BidCo to submit to the Company's shareholders' meeting convened to resolve upon the approval of the financial statements as at 31 December 2023 and the appointment of the new board of directors:

(i) the proposal to appoint a board of directors composed of 9 directors and to set the term of office thereof for 1 financial year, i.e., until the approval by the Company's shareholders' meeting of the Company's financial statements as of 31 December 2024; and
(ii) a slate for the appointment of the board of directors composed of 9 candidates, including (a) 6 candidates designated by DIVI (at least 1 of whom belonging to the less represented gender); and (b) 3 candidates designated by BidCo (all of whom belonging to the less represented gender and meeting the independence requirements set forth in the CFA and the Corporate Governance Code) who will be placed within the slate in a position other than the last one.

The Majority Shareholders have, likewise, undertook vis-à-vis BidCo to vote in favor of the proposals referred to under point (i) above and the slate referred to under point (ii) above.

BidCo vis-à-vis towards the Majority Shareholders to use its best efforts so that the 3 directors designated by BidCo and included in the slate submitted by DIVI will resign from office in the event that the Offer is not completed.

5.5 Provisions on the distribution and payment of dividends in 2024 financial year

The Majority Shareholders undertook vis-à-vis BidCo not to propose, and not to vote in favor of, any distribution, or payment, of dividends or reserves until 31 December 2024 (included).

5.6 Provisions regarding the merger between BidCo and Tod's as well as the right of withdrawal

5.6.1 Merger

In the event that the Offer is completed, but the conditions for the Delisting have not been met, the Parties undertook to exercise their rights as shareholders of the Issuer (including by voting in favor of the relevant resolution in the shareholders' meeting of the Issuer) and use their reasonable commercial best efforts to merge the Issuer into BidCo (the "Merger"), as well as to use their reasonable commercial best efforts so that – subject to the approval of the relevant Merger documents by the Issuer's board of directors – the Company's shareholders' meeting will be called to approve the Merger by: (x) by 30 June 2024, if the completion of the Offer (including any sell-out and/or squeeze-out procedures) occurred by 31 May 2024, or (y) by the date to be agreed upon by the Parties (and, in any event, within 18 months from completion of the Offer (including any sell-out and/or squeeze-out procedures)), if the latter occurred after 31 May 2024.

5.6.2 Merger by incorporation of BidCo into the Issuer

In the event that BidCo (jointly with the persons acting in concert) comes to hold - including as a result of purchases made outside the Offer - a stake representing more than 90% of the Issuer's share capital and/or in any other case the Delisting is achieved without execution of the Merger, the Parties undertook to exercise, upon BidCo's request, their rights as shareholders of the Company (including, voting in favor of the relevant resolution at the Issuer's shareholders' meeting) and use their reasonable commercial best efforts to merge by incorporation BidCo into the Company, within the time frame to be agreed upon by the Parties.

5.6.3 Right of withdrawal

BidCo undertook to cause HoldCo to purchase all of the Issuer's Shares - or, in the event of completion of the Merger, all shares of BidCo - with respect to which the shareholders of the Company (other than the Majority Shareholders and Minority Shareholder) were to exercise the withdrawal right to which they would be entitled as a result of the Merger and/or the amendments to the by-laws approved to reflect in the by-laws of the Company or BidCo (as the case may be) the contents of the Shareholders' Agreement and offered to the shareholders pro rata to their holdings pursuant to Article 2437-quater of the Italian Civil Code.

5.7 Parties' undertakings relating to the entering into of the Shareholders' Agreement and the amendment of Tod's by-laws upon Delisting

DIVI, BidCo and HoldCo shall enter into, on the Delisting date, the Shareholders' Agreement, in the form enclosed to the Framework Agreement, as supplemented pursuant to the Minority Shareholder Undertaking.

Pursuant to the Minority Shareholder Undertaking, it is envisaged that, on the Delisting date, Minority Shareholder will enter into the Shareholders' Agreement, as amended to take into account the stake of Minority Shareholder.

In the event that the Delisting is achieved other than as a result of the Merger, as soon as practicable following the Delisting, and unless otherwise agreed by the Parties, the Parties undertook to: (i) vote in favor of amending the Company's by-laws so that to reflect, to the fullest extent permitted by law, the provisions of the Shareholders' Agreement; and (ii) cause a new board of directors of the Company to be appointed in accordance with the provisions of the Shareholders' Agreement and the new by-laws.

If, on the other hand, the Delisting is achieved as a result of the Merger, (i) the amendments necessary to reflect, to the fullest extent permitted by law, the provisions of the Shareholders' Agreement will be made to the bylaws of the company resulting from the Merger (i.e., BidCo) and which will be enclosed to the relevant merger plan; and (ii) HoldCo will vote – in the context of BidCo's shareholders' meeting convened to resolve upon the Merger - in favor of: (a) the amendment of the by-laws referred to in point (i) above; and (b) the appointment of a new board of directors of BidCo, as of the effective date of the Merger, in accordance with the provisions of the Shareholders' Agreement and the new by-laws.

5.8 Provisions relating to Tod's governance subject to the completion of the Offer and until the date on which the Shareholders' Agreement will enter into force (i.e., upon Delisting)

Subject to completion of the Offer and until the date until the date on which the Shareholders' Agreement will enter into force (i.e., upon Delisting), the following provisions regarding the composition and appointment of the Company's board of directors and board of statutory auditors will apply.

5.8.1 Board of directors of the Company

The Company's board of directors will be composed of 9 directors, including:

(i) at least 5 directors designated by DIVI (with at least one director belonging to the less represented gender), including the chairman and the CEO; and
(ii) 3 directors appointed by BidCo (all of them belonging to the less represented gender and meeting the independence requirements of the CFA and the Corporate Governance Code).

To such purpose, if it is necessary to appoint a new board of directors of the Company upon termination, for any reason whatsoever, of the Company's board to be appointed pursuant to paragraph 5.4 of this essential information:

(i) DIVI will submit to the relevant Company's shareholders' meeting:
- a) the proposal to appoint a board of directors composed of 9 directors and set the term of office in 3 financial years; and
- b) a slate for the appointment of the board of directors composed of 9 candidates, including (X) 6 candidates designated by DIVI (with at least one candidate belonging to the less represented gender); and (Y) 3 candidates designated by BidCo (all belonging to the less represented gender and meeting the independence requirements set forth in the CFA and the Corporate Governance Code) who will be ranked within the slate in a position other than the last;
(ii) the Parties will vote at the shareholders' meeting in favor of the proposals under (a) above and the list under (b) above.

In the event that a director of the Company appointed upon designation of DIVI or BidCo ceases from office earlier, for any reason whatsoever, DIVI and BidCo shall cause the directors designated by them respectively to: (i) appoint by co-optation - pursuant to Article 2386 of the Civil Code as well as in accordance with the by-laws, applicable law and the Corporate Governance Code - as a new director the candidate to be designated by the shareholder who had designated the director ceased from office; and (ii) submit to the first useful shareholders' meeting the confirmation of the director co-opted pursuant to point (i) above. In addition, the Parties undertook to vote at the shareholders' meeting in favor of the proposals under point (ii) above.

5.8.2 Board of statutory auditors of the Company

The Company's board of statutory auditors will be composed of 3 standing auditors and 2 alternate auditors, including:

(i) at least 1 standing auditor designated by DIVI;
(ii) 1 standing auditor appointed by BidCo; and
(iii) at least 1 alternate auditor designated by DIVI.

To such effect, should it be necessary to appoint a new board of statutory auditors of the Company following termination, for any reason whatsoever, of the Company's board of statutory auditors in office as of the Relevant Date and as of the date of this essential information:

(i) DIVI will submit to the relevant shareholders' meeting of the Company a slate for the appointment of the board of statutory auditors composed of 3 candidates designated by DIVI (including 2 standing auditors and 1 alternate auditor) and 2 candidates designated by BidCo (including 1 standing auditor and 1 alternate auditor). It is understood that 1 candidate designated by DIVI as a standing auditor, 1 candidate designated by DIVI as an alternate auditor, and 1 candidate designated by BidCo as a standing auditor will be placed within the slate in a position other than the last one;
(ii) the Parties will vote at the shareholders' meeting in favor of the slate referred to under point (i) above.

In the event that a statutory auditor of the Company appointed upon designation of DIVI or BidCo terminates from his or her office earlier for any reason, DIVI and BidCo – at the Company's shareholders' meeting convened to integrate the board of statutory auditors – will vote in favor of the appointment as a new statutory auditor of the candidate who will be designated by the shareholder who had designated the ceased statutory auditor, in accordance with the by-laws, applicable law, and the Corporate Governance Code.

6. Duration and extension of the Framework Agreement

The Framework Agreement is effective as of the Relevant Date and will automatically cease to be effective if, by 31 December 2024, the Offer is not completed.

7. Person exercising control over Tod's pursuant to Article 93 CFA

The provisions of the Framework Agreement do not affect the control of Tod's, which is exercised by Diego Della Valle, owning, directly and indirectly (through DDV & C. and DIVI) as of the Relevant Date and as of the date of this essential information, no. 21,061,196 Shares (representing 63.64% of the share capital), granting no. 42,122,392 voting rights as a result of the Double Voting, representing 72.95% of the voting rights exercisable at Tod's shareholders' meetings.

8. Filing of the Framework Agreement with the Companies' Register

A copy of the Framework Agreement has been filed on the date hereof with the Companies' Register of Fermo.

9. Website where the essential information about the Framework Agreement is published

The essential information regarding the provisions contained in the Framework Agreement will be published, pursuant to Article 130 of the Issuers' Regulation, on Tod's website (www.todsgroup.com) on the date hereof.

15 February 2024

*** * ***

M.2.2 Essential information on the Minority Shareholder Undertaking and Shareholders' Agreement

*** * ***

Essential information pursuant to Article 122 of Legislative Decree No. 58 of 24 February 1998 (the "CFA") and Article 130 of the Regulation adopted by CONSOB Resolution No. 11971 of 14 May 1999 (the "Issuers' Regulation") relating to (i) the agreement entered into on 10 February 2024 by Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.l. and Diego Della Valle & C. S.r.l., on the one side, Crown Bidco S.r.l., on the other side, and Delphine S.A.S., on another side; and (ii) the shareholders' agreement relating to Tod's S.p.A. enclosed to the framework agreement, entered into on 10 February 2024, by Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.l. and Diego Della Valle & C. S.r.l., on the one hand, and Crown Bidco S.r.l., on the other hand, as amended pursuant to the agreement under point (i)

TOD'S S.P.A.

Pursuant to Article 122 of CFA and Article 130 of the Issuers' Regulation, the following is hereby announced.

WHEREAS

On 10 February 2024 (the "Relevant Date"):

(a) Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.l. ("DIVI") and Diego Della Valle & C. S.r.l. ("DDV & C." and, together with DIVI, Diego Della Valle and Andrea Della Valle, jointly, the "Majority Shareholders"), on the one hand, and Crown Bidco S.r.l. ("BidCo" or the "Offeror") (a company whose share capital, as of the date hereof, is wholly owned by LC10 International AIV, L.P. - a fund managed or advised by affiliates of L Catterton Management Limited - ("L Catterton")), on the other hand, entered into a framework agreement (the "Framework Agreement") aimed at regulating, inter alia:
- (i) certain undertakings in relation to the: (x) voluntary totalitarian tender offer pursuant to Articles 102 et seq. of CFA (the "Offer") announced by BidCo on 10 February 2024 for a consideration equal to Euro 43.00 per share, concerning a maximum of 11,913,128 ordinary shares of Tod's S.p.A. ("Tod's" or the "Issuer" or the "Company"), representing 36% of the Issuer's share capital (excluding any treasury shares held by the Issuer) and aimed at obtaining the delisting of Tod's ordinary shares from the listing and trading on Euronext Milan ("EXM"), a regulated market organised and managed by Borsa Italiana S.p.A. ("Delisting"); as well as (y) the potential merger by incorporation between the Issuer and the Offeror as a result of the Offer;
(ii) the undertaking by DIVI, BidCo and, subject to adherence to the Framework Agreement, LC Vista SCSp – company incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office in 40, avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg ("HoldCo") which will hold the entire share capital of BidCo – to enter into on the Delisting date, a shareholders' agreement - in the form already agreed between the parties and enclosed to the Framework Agreement as amended pursuant to the Minority Shareholder Undertaking (as defined below) - aimed at regulating their respective rights and obligations as shareholders of the Issuer (the "Shareholders' Agreement").
(b) the Majority Shareholders, the Offeror and Delphine S.A.S. ("Minority Shareholder") entered into a separate agreement (the "Minority Shareholder Undertaking") pursuant to which, inter alia:
- (i) the relevant parties assumed certain undertakings in relation to the Offer including the undertaking of Minority Shareholder not to tender to the Offer the Issuer's shares held by the latter, amounting to no. 3,309,900 shares representing 10% of the Issuer's share capital - and to the Delisting Merger (as defined below); and
- (ii) DIVI, BidCo and Minority Shareholder undertook to enter into, on the Delisting date, the Shareholders' Agreement – as amended pursuant to the Minority Shareholder Undertaking to take into account the stake of Minority Shareholder – and BidCo undertook to cause HoldCo to enter into the Shareholders' Agreement on the Delisting date

(the transactions described in (a) and (b) above, overall, the "Transaction").

The Minority Shareholder Undertaking contains certain provisions relevant pursuant to Article 122, paragraph 1 and 5, letter (b) and (d)-bis of CFA.

In addition, the Shareholders' Agreement contains provisions relevant pursuant to Article 122, paragraph 1 and 5, letter (b) and (c) of CFA.

A. MINORITY SHAREHOLDER UNDERTAKING

1. COMPANIES WHOSE FINANCIAL INSTRUMENTS ARE THE SUBJECT OF THE MINORITY SHAREHOLDER UNDERTAKING

Tod's S.p.A., a joint-stock company incorporated under the laws of Italy, with registered office in Sant'Elpidio a Mare (FM), Via Filippo Della Valle, no. 1, tax code, VAT no. and registration number with the Register of Companies of Fermo 01113570442, with share capital equal to Euro 66,187,078.00, fully subscribed and paidin, divided into 33,093,539 shares, without par value and with regular entitlement.

The number of voting rights exercisable at the Issuer's shareholders' meetings - as a result of the double voting pursuant to Article 127-quinquies of CFA, provided for by Article 7 of Tod's by-laws (the "Double Voting") is 57,740,201 on the Relevant Date. The shares are admitted to trading on EXM.

On the Relevant Date, the Issuer does not hold any treasury shares.

2. PARTIES TO THE MINORITY SHAREHOLDER UNDERTAKING AND FINANCIAL INSTRUMENTS HELD BY THE LATTER

On the Relevant Date, the shareholders' covenants contained in the Minority Shareholder Undertaking bind the following parties:

(a) DI.VI. Finanziaria di Diego Della Valle & C. S.r.l., a limited liability company incorporated under the laws of Italy, with registered office in Sant'Elpidio a Mare (FM), Strada Sette Camini n. 116, tax code, VAT no. and registration number with the Register of Companies of Fermo 0173250044; as of the date of this communication, DIVI holds 16,643,057 shares, representing 50.29% of the share capital and which, as a result of the Double Voting, confer 33,286,114 voting rights (representing 57.65% of the voting rights exercisable at Tod's Shareholders' Meetings);
(b) Diego Della Valle & C. S.r.l., a limited liability company under Italian law, with registered office in Sant'Elpidio a Mare (FM), Strada Sette Camini no. 116, tax code, VAT no. and registration number with the Register of Companies of Fermo 01501320442; as of the date of this communication DDV & C. holds 4,166,139 shares, representing 12.59% of the share capital and which, as a result of the Double Voting, confer 8,332,278 voting rights (representing 14.43% of the voting rights exercisable at Tod's Shareholders' Meetings);
(c) Diego Della Valle, tax code DLLDGI53T30I324E; as of the date of this communication, Diego Della Valle holds no. 252,000 shares, representing 0.76% of the share capital and which, as a result of the Double Voting, confer no. 504,000 voting rights (representing 0.87% of the voting rights exercisable at Tod's Shareholders' Meetings);
(d) Andrea Della Valle, tax code DLLNDR65P26I324V; as of the date of this communication, Andrea Della Valle holds no. 268,716 shares, representing 0.81% of the share capital and which, as a result of the Double Voting, confer 537,432 voting rights (representing 0.93% of the voting rights exercisable at Tod's Shareholders' Meetings);
(e) Crown Bidco S.r.l., a limited liability company under Italian law, with its registered office in Milan, Via della Spiga 30, tax code, VAT number and registration number with the Milan, Monza Brianza and Lodi Register of Companies 13400600964; as at the date of this communication, BidCo does not hold any shares of the Issuer;
(f) Delphine S.A.S., société par actions simplifiée under French law, with registered office at 24-32 Rue Jean Goujon, Paris, 75008, France, SIREN no. 392 033254; as of the date of this communication, Minority Shareholder holds no. 3,309,900 shares, representing 10% of the share capital and which, as a result of the Double Voting, confer no. 6,619,800 voting rights (representing 11.46% of the voting rights exercisable at Tod's Shareholders' Meetings).

The Minority Shareholder's Undertaking relates to all the shares owned by the parties (as identified above) which, on the Relevant Date, amount to 24,639,812 shares, representing 74.45% of the share capital and which, as a result of the Double Voting, confer 49,279,624 voting rights (representing 85.34% of the voting rights exercisable at Tod's shareholders' meetings).

BidCo undertook to cause HoldCo, following the acquisition of BidCo's entire share capital, to adhere to the Minority Shareholder Undertaking.

3. CONTROL

On the date of this communication, Diego Della Valle controls the Issuer pursuant to Article 93 of CFA as holder – directly and indirectly through DIVI and DDV & C. – of overall no. 21,061.196 shares, representing 63.64% of the Issuer's share capital and which, as a result of the Double Voting, confer a total of 42,122,392 voting rights (representing 72.95% of the voting rights exercisable at Tod's shareholders' meetings), as better indicated in paragraph 2 above of this section A.

4. CONTENT OF THE SHAREHOLDERS' COVENANTS CONTAINED IN THE MINORITY SHAREHOLDER UNDERTAKING

4.1 Undertakings of the parties in connection with the OfferPersons acting in concert

Any obligations upon the parties (¹ ) as persons acting in concert with the Offeror in the context of the Offer pursuant to Article 101-bis, paragraph 4-bis, letter a) of CFA will be fulfilled exclusively by the Offeror.

4.1.2. Undertaking of Minority Shareholder not to tender its shares to the Offer

Minority Shareholder undertook towards the Offeror, from the Relevant Date until settlement of the Offer (including any potential sell-out and/or squeeze-out under, respectively, Articles 108 and 111 of CFA) not to: (i) tender to the Offer the Issuer's shares held by the latter, and (ii) assign, transfer and/or otherwise dispose of in favour of any third parties, nor create any encumbrance on, in whole or in part, the Issuer's shares held by the latter.

4.1.3. Undertakings of the parties pending and following the Offer

Each party undertook to:

(a) act pursuant to the transparency and proper conduct rules of Articles 41 and 42 of the Issuers' Regulation; and
(b) not enter into, and ensure that its affiliates do not enter into, any shareholders' agreements or other agreements with any of the other parties and/or third parties relating to the Offer or the Company, as well as any other agreement which (i) has the effect of granting rights relating to the position of such party as an actual or prospective shareholder of the Company and/or the purpose of achieving – directly or indirectly – the same or similar purpose of the Transaction or (ii) provides for any other transaction that may directly or indirectly undermine or compromise the Transaction, or delay its implementation, or be incompatible with the scope, economic, financial or legal elements of the Transaction;
(c) from the Relevant Date until settlement of the Offer (including any potential sell-out and/or squeezeout), not to:
- (i) directly or indirectly, solicit, initiate, knowingly encourage (including through the disclosure of non-public information) or facilitate any request for information or the submission or announcement of any proposal or offer that constitutes or may reasonably be expected to result in a transaction or series of transactions alternative to the Transaction (each, an "Alternative Proposal");
- (ii) discussing with any party about an Alternative Offer or entering into negotiations concerning an Alternative Proposal;
- (iii) approve or recommend, or propose to approve or recommend, any Alternative Proposal, and/or enter into discussions or enter into letters of intent and/or agreements in relation to

⁽ 1 ) For the purposes of the Minority Shareholder Undertaking, unless otherwise indicated, "parties" means, jointly, DIVI, DDV & C., Diego Della Valle, Andrea Della Valle, BidCo and Minority Shareholder.

any Alternative Proposal or propose or agree to do any of the foregoing in relation to any Alternative Proposal.

In addition, Minority Shareholder undertook, as of the Relevant Date and until the 6th month following the completion of the Offer (including any sell-out and/or squeeze-out procedures), not to (i) purchase, directly or indirectly, Tod's shares and/or other financial instruments and/or securities related thereto; and (ii) undertake, directly or indirectly, any action, activity and/or transaction that could result in an increase in the Offer price pursuant to applicable legal and regulatory provisions.

4.1.4. Merger

In the event that the Offer is completed but the conditions for the Delisting are not met, the parties undertook to exercise their rights as shareholders of the Issuer (including voting in favour of the relevant resolution in the shareholders' meeting of the Issuer) and to do everything reasonably possible to carry out the merger of the Issuer into BidCo (the "Merger"), as well as do everything reasonably possible so that – subject to the approval of the documentation relating to the Merger by the board of directors of the Issuer – the shareholders' meeting of Tod's is convened to resolve upon the approval of the Merger: (x) by 30 June 2024, if settlement of the Offer (including any potential sell-out and/or squeeze-out) falls on or before 31 May 2024, or (y) by the date to be agreed upon by the parties (and, in any event, within 18 months from the settlement of the Offer (including any potential sell-out and/or squeeze-out)), if the latter occurs after 31 May 2024.

4.1.5. Merger of BidCo into the Issuer

In the event that BidCo (along with the persons acting in concert) comes to hold - also as a result of purchases made outside the Offer - a shareholding of more than 90% of the Issuer's capital and/or in any other case in which the Delisting is achieved without the execution of the Merger, the parties undertook to exercise, upon BidCo's request, their rights as shareholders of the Company (including, voting in favour of the relevant resolution at the shareholders' meeting of the Issuer) and do everything reasonably possible to carry out the reverse merger of BidCo into the Company within the timeframe to be agreed by the parties.

4.1.6. Withdrawal

BidCo undertook to cause HoldCo to purchase all of the Issuer's shares - or, if the Delisting Merger is completed, all of BidCo's shares – in respect of which the Company's shareholders (other than DIVI, DDV & C., Diego Della Valle, Andrea Della Valle and Minority Shareholder) should exercise the right of withdrawal to which they were entitled as a result of the Merger and/or the amendments to the Company's by-laws resolved upon to reflect in the by-laws of the Company or BidCo (as the case may be) the content of the Shareholders' Agreement offered under option to the shareholders pursuant to Article 2437-quater of the Italian Civil Code.

5. EXECUTION AND DURATION OF THE MINORITY SHAREHOLDER UNDERTAKING

The Minority Shareholder's Undertaking is effective as of the Relevant Date and will automatically cease to be effective if the Offer is not completed by 31 December 2024.

B. SHAREHOLDERS' AGREEMENT

DIVI, the Offeror, Minority Shareholder and, subject to adherence to the Framework Agreement and the Minority Shareholder Undertaking, HoldCo undertook to enter into, on the Delisting Date, the Shareholders' Agreement, whose essential information are set out below.

1. COMPANIES WHOSE FINANCIAL INSTRUMENTS ARE THE SUBJECT OF THE SHAREHOLDERS' AGREEMENT

Tod's S.p.A., i.e. the Issuer as identified in paragraph 1 of Section A.

2. PARTIES TO THE SHAREHOLDERS' AGREEMENT AND FINANCIAL INSTRUMENTS HELD BY THE LATTER

On the completion date of the Delisting (the "Delisting Date"), the Shareholders' Agreement will bind the following parties:

(a) DI.VI. Finanziaria di Diego Della Valle & C. S.r.l., as identified in paragraph 2 of section A;
(b) Crown Bidco S.r.l., as identified in paragraph 2 of Section A;
(c) Delphine S.A.S., as identified in paragraph 2 of A; and
(d) limited to certain provisions of the Shareholders' Agreement, LC Vista SCSp, under the laws of the Grand Duchy of Luxembourg, with its registered office in 40, avenue de Monterey, L-2163, Luxembourg, Grand Duchy of Luxembourg.

The Shareholders' Agreement will concern all of the Issuer's shares held by the parties (as identified above) on the Delisting Date.

3. CONTROL

On the date of this communication, Diego Della Valle controls the Issuer pursuant to Article 93 of CFA. Even following the entering into of the Shareholders' Agreement, Diego Della Valle will continue to exercise exclusive control over the Issuer.

4. CONTENT OF THE SHAREHOLDERS' AGREEMENT ( 2)

4.1 Tod's governance

4.1.1. Resolutions of the Tod's Shareholders' Meeting

The Shareholders' Agreement provides that the resolutions of Tod's shareholders' meeting relating to the following matters (the "Reserved Shareholders Matters") may be validly adopted only with the attendance and favourable vote:

(a) of the Offeror and Minority Shareholder:
- (i) amendments to Tod's by-laws which adversely affect the rights attributed to the Offeror or Minority Shareholder on the Delisting Date under the applicable law or the Shareholders' Agreement, except for those amendments which are mandatorily required under the applicable law and to the extent strictly necessary to comply with such applicable law or which are required in the context of an initial public offering of Tod's shares ("IPO") (in the latter case, provided that: (1) the effectiveness of such amendments is subject to the completion of the IPO (i.e. start

⁽ 2 ) For the purposes of the Shareholders' Agreement, unless otherwise indicated, "parties" means, jointly, DIVI, BidCo and Minority Shareholder.

of trading); and (2) the IPO process is carried out in compliance with the provisions of the Shareholders' Agreement);

(ii) capital increases with the exclusion or limitation of the Offeror's pre-emptive right ("diritto d'opzione") pursuant to article 2441, paragraphs 4, 5 and 6 of the Italian Civil Code and any other issuance of Shares which is not offered on a pre-emptive basis to the Shareholders (pro rata to their respective shareholdings from time to time), other than any capital increase pursuant to articles 2446 and 2447 of the Civile Code, to the extent required to remove the conditions provided under these articles;
(b) of the Offeror:
- (i) any decision that the Company incurs any financial indebtedness for an amount exceeding the product between a certain number (multiple) and the EBITDA resulting from the latest available consolidated financial statements of the Company;
- (ii) related party transactions, other than the renewal of the related party transactions indicated in the consolidated financial statements of the group belonging to Tod's (the "Group") as of 30 June 2023 and in the consolidated financial statements of the Group as of 31 December 2023 provided that such renewal takes place on terms and conditions substantially equivalent to those of the related party transactions in place on the Delisting Date;
- (iii) any merger or consolidation transaction between the Issuer and another entity or demerger of the Issuer, except for mergers or consolidation with, or demergers in favour of, wholly owned subsidiaries;
- (iv) resolutions pertaining to the IPO process that are not adopted in accordance with the provisions of the Shareholders' Agreement;
- (v) increase or reduction in the number of the Company's shares, even in the absence of a corresponding increase or reduction in the share capital, except for the increase in the number of shares in favour of, or the reduction of that number upon, all Tod's shareholders in proportion to the stake respectively held by each of them;
- (vi) any change in the nature of the Issuer's business requiring the approval of the shareholders' meeting;
- (vii) voluntary dissolution pursuant to Article 2484, paragraph 6 of the Italian Civil Code or liquidation of the Issuer.

4.1.2. Tod's board of directors

The Issuer will be administered by a board of directors composed of 11 members, of which (i) 6 members will be designated by DIVI, (ii) 3 members will be designated by the Offeror, (iii) 1 member will be designated by Minority Shareholder and (iv) the remaining member will be the chief executive officer (the "CEO") (³ ).

⁽ 3 ) The composition of the first board of directors of Tod's will be enclosed to the Shareholders' Agreement which will be entered into on the Delisting Date.

The chairman and vice-chairman of the board of directors of Tod's will be appointed among the directors designated by DIVI.

4.1.3. Resolutions of Tod's board of directors

The Shareholders' Agreement provides that any resolutions of the board of directors of Tod's on the following matters may be validly adopted only with the favourable vote of the directors designated by the Offeror ("Reserved Board Matters"):

(a) any decision to restructure the Company's debt, incur secured or unsecured financial indebtedness (including credit lines and lease transactions) for an amount exceeding the product between a certain number (multiple) and the EBITDA resulting from the Issuer's latest available consolidated financial statements;
(b) until the expiry of the 1st (first) anniversary of the Delisting Date, any disposal, divestment or other divesture of any material business or going concern or material assets of the companies of the Group;
(c) any change in the nature of Tod's business;
(d) approval of the remuneration of the chairman and vice-chairman of the board of directors of Tod's, only to the extent that such remuneration is not in line with that adopted by the Issuer for the same offices on the Delisting Date;
(e) approval of the CEO's remuneration, solely to the extent that such remuneration is not in line with the remuneration benchmark prepared by an head-hunting firm of primary international standing appointed by Tod's - taking into account the Issuer's business and size;
(f) related party transactions, other than the renewal of the related party transactions indicated in the consolidated financial statements of the Group as of 30 June 2023 and in the consolidated financial statements of the Group as of 31 December 2023 provided that such renewal takes place on terms and conditions substantially equivalent to those of the related party transactions in place on the Delisting Date;
(g) resolutions concerning the entering into by the Company of any liquidation, dissolution or recapitalisation plan or the filing of petitions for insolvency proceedings;
(h) resolutions on the IPO process that are not adopted in accordance with the provisions of the Shareholders' Agreement;
(i) any proposed resolution at the Tod's shareholders' meeting in respect of any Reserved Shareholders Matters;
(j) granting of voting instructions to represent the Issuer at the shareholders' meeting of the Issuer's subsidiaries convened to resolve upon any Reserved Shareholders Matters.

Without prejudice to the resolutions on any Reserved Board Matters, in the event of a decision-making deadlock of the board of directors resulting from an equal number of votes in favour and against, the relevant resolution shall be deemed to have been taken if the chairman of the board of directors voted in favour of such resolution.

4.1.4. Chief executive officer of Tod's

The name of the first CEO will be indicated in an annex to the Shareholders' Agreement that will be entered into on the Delisting Date.

In the event of removal or any other case of termination of office of the CEO:

(a) DIVI will have the right to designate a candidate for the role of CEO and, in this regard, will provide the Offeror with a written communication specifying the identity and curriculum vitae of such candidate (as well as any other information deemed useful for the Offeror to evaluate the candidate) (the "CEO Candidate Communication");
(b) in case the Offeror does not agree to the designation made by DIVI, the parties will attempt in good faith to reach an agreement and, should they not within the terms indicated in the Shareholders' Agreement, DIVI will be entitled to designate a CEO of its own choice;

In addition, it is envisaged that if the appointment of the CEO is made without the blessing of the Offeror, the Offeror may, should a situation of significant underperformance occur (as identified in the Shareholders' Agreement) or in case of willful misconduct or gross negligence of the CEO, have the CEO removed.

4.1.5. Executive directors

Tod's board of directors, upon request of DIVI, will delegate specific powers to the following executive directors (other than the CEO):

(a) Diego Della Valle, who as chairman of the board of directors will have the right of final say on matters relating to the Group's brand strategies; and
(b) Andrea Della Valle, who as vice chairman of the board of directors will focus on the Group's operational activities to ensure that they are carried out in accordance with the guidelines set out in the relevant business plans and budgets, acting through, and in coordination with, the CEO, the board of directors and/or the Steering Committee, as the case may be.

4.1.6. Steering Committee

The board of directors of Tod's will establish a Steering Committee (the "Steering Committee") (⁴ ) composed of 7 directors, of which (i) 4 appointed by DIVI, (ii) 2 directors appointed by the Offeror and (iii) the CEO. The function of the Steering Committee will be to discuss and share business inputs and strategic views on the business of the Group companies and will be in charge of certain activities including: (i) reviewing and regularly monitoring the performance of the CEO; (ii) discussing any Request for Removal of the CEO; (iii) discussing the business plan and budgets prepared by the CEO and subject to approval by the board of directors; (iv) discuss possible divestments of business, going concern or other material assets of the Group companies. The business plan and annual budget approved by the Steering Committee will be submitted to the Tod's board of directors for approval, which will decide by simple majority.

The chairman of the Steering Committee will be appointed among the directors designated by DIVI.

⁽ 4 ) The composition of the first Tod's Steering Committee will be enclosed to the Shareholders' Agreement which will be entered into on the Delisting Date

The Steering Committee will be validly constituted and its resolutions shall be validly taken by simple majority of its members.

4.1.7. Board of statutory auditors

The board of statutory auditors of Tod's will be composed of 3 standing auditors and 2 alternate auditors appointed as follows:

(i) DIVI shall have the right to appoint two standing auditors and one alternate auditor;
(ii) the Offeror shall have the right to appoint one standing auditor and one alternate auditor.

The chairman of the board of statutory auditors of Tod's will be appointed among the auditors designated by the Offeror.

4.2 Transfer of Tod's shares

4.2.1 Lock-up

For a period of four years from the Delisting Date (the "Lock-up Period"), no party may transfer any Tod's shares or - even temporarily - the voting rights attributed to the shares, except in the case of permitted transfers (referred to below) or with the other parties' prior consent to the transfer.

4.2.2 Right of first negotiation

Upon the expiry of the Lock-up Period, where a party intends to transfer its Tod's shares to a third party, before such party solicits offers from, or commences negotiations with, such third party shall give prior notice to the other parties, which, in turn, shall have a right of first negotiation of the terms and conditions of the transfer of such shares which may be exercised by sending a written notice to the transferring party within 30 business days of receipt of the transferring party's notice. In the event that at least one of the other parties has given notice that it intends to exercise the right of first negotiation (the "Offering Party"), the transferring party shall negotiate in good faith the terms and conditions of the transfer of the shares with the Offering Party for a period of 45 business days and the Offering Party shall be entitled, within such period, to make to the transferring party a binding offer to purchase the shares held by the transferring party (the "Binding Offer"). The Transferring Party shall have the right, but not the obligation, to accept the Binding Offer within 30 business days after receipt of the Binding Offer.

In the event that the Transferring Party does not accept the aforesaid Binding Offer or the completion of the transfer of the shares to the Offering Party does not take place within the terms set forth in the Shareholders' Agreement, the Transferring Party shall be free to negotiate and complete the transfer of its shares to a third party, provided that, inter alia, the transfer price of the shares is higher by at least 5% of the fixed price component (excluding any potential or deferred price component) proposed in the Binding Offer. In this case, the aforesaid transfer to the third party shall be completed within the terms set forth in the Shareholders' Agreement.

4.2.3 Right of approval of DIVI

In case the Offeror intends to transfer its shares of the Company to a third party (also in cases of permitted transfers referred to in Paragraph 4.2.6 below), it will be necessary for DIVI to give its prior written approval to such transfer in the event that, on the date on which the Offeror notified its intention to transfer its shares, the third party transferee:

(a) is (or is an affiliate of a person who is) a competitor of the Issuer as identified in the Shareholders' Agreement;
(b) is (or is an affiliate of an entity that is) (i) included in the lists of entities and/or natural persons subject to the application of sanctions (⁵ ), (ii) resident or domiciled, or has its registered office (in case of a legal entity) in any sanctioned country or (iii) otherwise subject to the application of sanctions;
(c) has (or is an affiliate of a person who has) violated or has been charged with or convicted or investigated for potential violations of human rights or any anti-money laundering or anti-bribery or anti-corruption law (each of the persons referred to in (a), (b) and (c) above, a "Prohibited Transferee").

This approval right of DIVI will not apply with respect to transfers of shares by the Offeror to third parties made as a result of the exercise of the tag-along right or the drag-along referred to in Sections 4.2.4 and 4.2.5 below.

4.2.4 Tag-along right

In the event that, upon the expiry of the Lock-up Period:

(a) DIVI intends to transfer its Tod's shares to a third party, each of the Offeror and Minority Shareholder shall have the right to sell, on the same terms and conditions (subject to the provisions specified below in respect of Minority Shareholder) and to the same potential transferee as DIVI, a percentage of shares proportional to that which DIVI intends to transfer. Where DIVI intends to transfer to a third party a number of shares in the company such that, as a result of such transfer, DIVI would cease to hold 50% of Tod's share capital plus one share, Minority Shareholder shall have the right to transfer to the third party purchaser all the shares held by the latter.
(b) the Offeror intends to transfer its Tod's shares to a third party, Minority Shareholder will have the right to sell, on the same terms and conditions and to the same potential transferee as the Offeror, a percentage of shares proportional to that which the Offeror intends to transfer.

In the event that, following the exercise of the tag-along right by one of the above-mentioned parties, the potential transferee does not wish to proceed with the purchase of the shares, DIVI or BidCo, as the case may be, may, at its own discretion (i) purchase the shares of the party that exercised the right in lieu of the potential transferee; or (ii) reduce the number of shares to be transferred to the third party in light of the number of shares that the third party has made itself available to purchase, so as to allow the party that exercised the tagalong right to transfer a number of shares redetermined in proportion to the number of shares transferred by DIVI or BidCo, as the case may be, by giving appropriate notice to the party that exercised the tag-along right. In case (ii) above, the party having exercised the tag-along right may decide not to complete the transfer of its shares to the transferee by giving written notice thereof to the transferring party within ten business days of receipt of the notice under point (ii).

4.2.5 Drag- along right

In the event that, upon the expiry of the Lock-up Period, DIVI intends to transfer its Tod's shares to a third party having received a purchase offer for all the shares of the Company held by the latter, DIVI will be entitled

⁽ 5 ) "Sanctions" means, for the purposes of the Shareholders' Agreement, any laws relating to economic and financial sanctions and/or export control restrictions adopted by the United Nations, the European Union and/or the United States of America.

to exercise a right of drag-along, i.e. it will be entitled to cause the Offeror and Minority Shareholder to transfer to the potential purchaser all the shares respectively held by each of them on equal terms, provided that the transfer price of the shares is paid in immediately available funds or in listed financial instruments and it is at least equal to the higher of (i) the fair market value of the shares determined as set out in the Shareholders' Agreement and (ii) an amount which allows the Offeror and Minority Shareholder to obtain a certain minimum return (as identified in the Shareholders' Agreement).

4.2.6 Permitted transfers

The Shareholders' Agreement identifies certain cases of transfer of Tod's shares that are not subject to the restrictions relating to the lock-up undertaking as well as to the exercise of the right of first negotiation, the tagalong right and the drag-along right indicated above, as well as excluded from the scope of the indirect transfer under Paragraph 4.3 below. In particular, it will be permitted:

(a) the transfer of all (and not less than all) of the shares to any person who directly or indirectly (i) owns the entire share capital (and holds all voting rights at the shareholders' meeting) of the transferring party, (ii) is wholly owned (and entirely owns the voting rights at the shareholders' meeting) by the transferring party or (iii) is wholly owned by the same person who wholly owns (and holds all the voting rights in the shareholders' meeting of) the transferring party, provided that in all the cases referred to in (i) to (iii) above such person does not qualify as a Prohibited Transferee;
(b) with reference to DIVI, any transfer of shares in favour of members of the Della Valle family; and/or
(c) with respect to Minority Shareholder, any transfer of shares in favour of any entity that is controlled by, controls or is under common control with Minority Shareholder (⁶ );
(d) with respect to BidCo, any transfer of shares in favour of an affiliate of BidCo subject to certain limitations set forth in the Shareholders' Agreement

(each, a "Permitted Transferee" and a "Permitted Transfer").

In addition, each of the aforementioned transfers will be considered validly made pursuant to the Shareholders' Agreement only provided that:

(a) the Permitted Transferee enters into an agreement pursuant to which the latter undertakes to be bound by all the terms and conditions of the Shareholders' Agreement;
(a) the transferring party shall be jointly and severally liable with the Permitted Transferee for all obligations and liabilities arising under the Shareholders' Agreement, with the exception of transfers made by BidCo to entities managed or advised by the same management company that manages the LC Funds or an affiliate of such management company, for which there shall be no joint and several liability;
(b) the agreement concerning the transfer of the shares is subject to the condition subsequent, also in favour of the non-transferring parties pursuant to Article 1411 of the Italian Civil Code, of the third party losing the qualification as Permitted Transferee.

4.2.7 Rights and Obligations of the third-party purchaser in case of transfer of Tod's shares

⁽ 6 ) Under the Shareholders' Agreement, "control" means control within the meaning of Article 2359, paragraph 1, no. 1) and 2) of the Italian Civil Code.

Without prejudice to the rights and obligations described above, if a party intends to transfer Tod's shares in favour of a third-party purchaser, the third party shall enter into – before completing the transfer and as a condition for its validity pursuant to the Shareholders' Agreement – an agreement pursuant to which the latter undertakes to comply with all the terms and conditions of the Shareholders' Agreement.

Moreover, regardless of the percentage of Tod's share capital acquired or held by the third-party purchaser as a result of such transfer (and except for Permitted Transfers):

(a) in the event that the transferring party is BidCo, the Reserved Shareholders Matters shall be limited to (x) those set out in Paragraphs 4.1.1(a)(i), 4.1.1(b)(ii), 4.1.1(b)(iv), 4.1.1(b)(vi) e 4.1.1(b)(vii) supra; (y) capital increases with exclusion or limitation of the pre-emptive right of the transferee of BidCo, but only to the extent that the newly issued shares are issued against a cash consideration; and (z) those specified in Section 4.1.1(b)(v) supra, with the further exception of any increase in the number of shares made for a non-cash consideration;
(b) in the event that the transferring party is Minority Shareholder, (x) the Reserved Shareholders Matters will require the attendance and the favourable vote of the transferee of Minority Shareholder only with reference to capital increases with exclusion or limitation of the transferee's pre-emptive right envisaging a cash consideration; and (y) the transferee shall not have the right to appoint any Tod's directors;
(c) the Reserved Board Matters shall be limited to those indicated in Paragraphs 4.1.3(c), 4.1.3(f), 4.1.3(g), 4.1.3(h), 4.1.3(i) e 4.1.3(j); and
(d) the provisions relating to the CEO set out in Section 4.1.4 supra and the executive directors referred to in Paragraph 4.1.5 supra will not apply.

4.2.8 Right of to purchase (diritto di riscatto)

The parties agreed to include in the Company's by-laws a provision pursuant to which, in the event that a shareholder, or two or more shareholders acting in concert, come to hold a shareholding which, individually or in aggregate, represents at least 95% of the Company's share capital, the latter and/or the relevant shareholder(s) will have the right to purchase (diritto di riscatto) all remaining shares of the Company pursuant to Article 2437 sexies of the Italian Civil Code.

4.2.9 Provisions relating to the IPO of Tod's shares

Upon the expiry of the Lock-up Period, each of DIVI and BidCo shall have the right to propose the commencement of an IPO of Tod's shares (the "IPO Process") by sending a written communication (the "IPO Communication") to the other parties.

In the event that DIVI and BidCo reach a written agreement on the commencement of the IPO Process and the terms and conditions thereof, the parties shall: (i) appoint, and shall cause the Company to appoint, two global coordinators of the IPO and two legal advisors, one of whom shall be appointed by the directors designated by BidCo and one of whom shall be appointed by the directors designated by DIVI; (ii) shall endeavour to take all necessary steps to conduct the IPO Process in accordance with the terms agreed between them; (iii) shall ensure that the Company's shareholders' meeting approves all necessary resolutions in accordance with best market practice for the successful completion of the IPO Process; (iv) shall provide the Company with all cooperation reasonably required for the successful completion of the IPO Process.

In the event that DIVI and BidCo do not reach a written agreement on the commencement of the IPO Process and the terms and conditions thereof, each of DIVI and BidCo shall have the right to commence the IPO Process and to conduct such process by sending a written notice to the other party and to the chairman of the board of directors. In such a case:

(a) the party commencing the IPO Process shall appoint, and shall cause the Company to appoint, two global coordinators of the IPO, one designated by DIVI and one designated by BidCo, and shall define the terms and conditions of the IPO, it being understood that such party may carry out the IPO provided that the final price of the IPO offer is at least equal to a minimum price determined in the Shareholders' Agreement (⁷ );
(b) the other party shall be free, at its discretion, to choose whether to join the IPO Process and sell its shares as part of the IPO Process and, in such event, the parties shall discuss in good faith any adjustment or revision to the terms and conditions of the IPO necessary to enable such party to join the IPO Process.

4.3 Indirect transfers

4.3.1 Indirect Transfers by DIVI during the Lock-up Period

For the entire duration of the Lock-up Period, in the event of a transfer of shares in DIVI (or in one of its direct or indirect shareholders) (other than a Permitted Transfer, including in favor of members of the Della Valle family), each of BidCo and Minority Shareholder shall have the right to exercise an irrevocable put option on all (and not less than all) of the Tod's shares held by each of them, for a price equal to the fair market value of the Tod's shares determined pursuant to the Shareholders' Agreement and increased by a certain percentage.

4.3.2 Indirect transfers by DIVI upon the expiry of the Lock-up Period

In the event, upon the expiry of the Lock-up Period, of a transfer of shares in DIVI (or one of its direct or indirect shareholders) (other than a Permitted Transfer, including in favor of members of the Della Valle family) the by-laws of Tod's will grant upon each of BidCo and Minority Shareholder a conventional right of withdrawal with regard to all (and not less than all) of the Tod's shares held by each of them, for a liquidation value of the withdrawn shares equal to the fair market value of the Tod's shares determined pursuant to the Shareholders' Agreement and increased by a certain percentage.

4.3.3 Indirect Transfers by BidCo or Minority Shareholder

For the entire duration of the Shareholders' Agreement, in the event that:

(a) a transfer of stakes in BidCo (or in any shareholder or entity holding a stake in the latter directly or indirectly) (other than a Permitted Transfer or a transfer in favour of a passive financial co-investor (as identified in the Shareholders' Agreement), provided that, in the case of a transfer of a stake in BidCo in HoldCo, and/or in any shareholder or entity holding a stake in the latter directly or indirectly (other than any LC Fund( 8 )mor any direct or indirect investor thereof) in favour of a passive financial co-

⁽ 7 ) This minimum price is determined in the Shareholders' Agreement as the arithmetic mean of the average values of the price ranges indicated by the global coordinators appointed in the context of the IPO.

⁽ 8 ) "LC Funds" means any investment fund managed or advised by L Catterton Management Limited or by an affiliate of such management company.

investor, the shares of such passive financial co-investor do not exceed, in aggregate and look-through, 50% of BidCo's share capital and/or the economic rights attached to Tod's shares); or

(b) a transfer of shares of Minority Shareholder (or in any direct or indirect shareholder or entity thereof) (other than a Permitted Transfer),

DIVI shall have the right to exercise a call option to purchase all (and not less than all) of the Tod's shares held by BidCo and/or Minority Shareholder (as the case may be), for a consideration equal to the fair market value of the Tod's shares determined pursuant to the Shareholders' Agreement and reduced by a certain percentage.

4.3.4 Other provisions relating to indirect transfers

In the event of a relevant indirect transfer pursuant to what described above in Paragraphs 4.3.1, 4.3.2 e 4.3.3 supra, the voting rights and any other rights attached to the Tod's shares held by the Party involved in the indirect transfer will be suspended and non-exercisable until (i) the re-establishment of the situation existing prior to such transfer or (ii) the completion of the transactions envisaged by the Shareholders' Agreement as a result of the exercise of the rights indicated under Paragraphs 4.3.1, 4.3.2 e 4.3.3 supra. Moreover, in such cases, the dividends and/or the other distributions relating to such Tod's shares and withheld by the Company as a result of such suspension of corporate rights shall be paid to the entitled parties following the occurrence of events under points (i) or (ii).

4.3.5 Dilution of BidCo's rights

The Shareholders' Agreement will provide that:

(a) the provisions on Reserved Shareholders Matters, Reserved Board Matters, CEO and executive directors shall only fully apply if and as long as the Tod's shares held by BidCo represent at least 21% of Tod's share capital (the "Relevant Percentage");
(b) to the extent that Tod's shares held by BidCo represent a percentage of share capital lower than the Relevant Percentage:
- (i) the Reserved Shareholders Matters shall be limited to (x) those set out in Paragraphs 4.1.1(a)(i), 4.1.1(b)(ii), 4.1.1(b)(iv), 4.1.1(b)(vi) e 4.1.1(b)(vii) supra; (y) capital increases with exclusion or limitation of the pre-emptive right of the transferee of BidCo, but only to the extent that the newly issued shares are issued against a cash consideration; and (z) those specified in Section 4.1.1(b)(v) supra, with the further exception of any increase in the number of shares made for a non-cash consideration
- (ii) the Reserved Board Matters shall be limited to those indicated in Paragraphs 4.1.3(c), 4.1.3.(f), 4.1.3(g), 4.1.3(h), 4.1.3(i) e 4.1.3(j); and
- (iii) the provisions relating to the CEO set out in Section 4.1.4 supra and the executive directors referred to in Paragraph 4.1.5 supra will not apply;
- (iv) upon execution of any capital increase of the Company with exclusion or limitation of the preemptive right in which the newly issued shares are not issued for a cash consideration (as any such capital increase not being a Reserved Shareholders Matters), the Relevant Percentage will

be adjusted accordingly (i.e., in proportion to the dilution suffered by BidCo as a result of the execution of such capital increase).

4.4 HoldCo's rights in the event of a merger of BidCo into Tod's

In the event that, after the Delisting Date, the merger by incorporation of BidCo into Tod's is completed:

(a) HoldCo will acquire all of BidCo's rights and assume all of its obligations under the Shareholders' Agreement as of the effective date of the merger;
(b) HoldCo shall indemnify the Company against any liability that the latter may incur as a result of the assumption of BidCo's liabilities and/or obligations, also pursuant to Article 2504-bis of the Italian Civil Code.

5. EXECUTION AND DURATION OF THE SHAREHOLDERS' AGREEMENT

The Shareholders' Agreement will be entered into on the Delisting Date effectively immediately and will be in force until the earlier of the following dates:

(a) the 5th (fifth) anniversary of the Delisting Date (the "Initial Term");
(b) with respect to one or more parties, the date on which such party ceases to hold Tod's shares;
(c) the completion date of the IPO of Tod's shares (i.e., the start of trading on one of the regulated markets identified in the Shareholders' Agreement); or
(d) the date on which the Shareholders' Agreement is terminated by the parties by mutual consent.

Upon expiration of the Initial Term, the Shareholders' Agreement shall be automatically renewed for additional five-year periods, without prejudice to the right of each Party to terminate it by giving written notice to the other Parties at least six months prior to the expiration of the Initial Term or each subsequent five-year term.

*** * ***

FILING AT THE COMPANIES' REGISTER OFFICE

Copies of the Shareholders' Agreement and the shareholders' covenants contained in the Minority Shareholder's Undertaking have been filed at the Companies' Register of Fermo on the date hereof.

15 February 2024

*** * ***

N. DOCUMENTS THAT THE OFFEROR MAKES AVAILABLE TO THE PUBLIC AND PLACES WHERE SUCH DOCUMENTS ARE AVAILABLE TO BE CONSULTED

The Offer Document and the documents indicated in Paragraphs N.1 and N.2 are available to be consulted by the public at:

Intesa Sanpaolo S.p.A., Intermediary in Charge of Coordinating the Collection of Acceptances, in Milan, Largo Mattioli, No. 3;
The Offeror's registered office in Milan, Via della Spiga No. 30;
The Issuer's registered office in Sant'Elpidio a Mare (FM), Via Filippo Della Valle No. 1;
The Issuer's website, at www.todsgroup.com; e
The Global Information Agent website, at www.georgeson.com/it.

The Offer Document is also made available to interested parties at the Designated Intermediaries.

Please also note that, for any information regarding the Offer, holders of the Offer Shares may contact Georgeson S.r.l., the Global Information Agent, via dedicated e-mail account, [email protected], and via toll-free number 800 123 793. For those calling from abroad, the number is 06 45230192. These telephone numbers will be active for the duration of the Acceptance Period, on weekdays, from 9:00 a.m. to 6:00 p.m. (Central European Time).

N.1 DOCUMENTS RELATED TO THE OFFEROR

▪ Offeror's by-laws and deed of incorporation.

N.2 DOCUMENTS RELATED TO THE ISSUER

Annual Financial Report as of 31 December 2022; and
Half-Year Financial Report as of 30 June 2023.

DECLARATION OF RESPONSIBILITY

The Offeror is responsible for the completeness and truthfulness of the data and information contained in this Offer Document.

The Offeror declares that, to its knowledge, the data contained in this Offer Document corresponds to reality and there are no omissions which would alter the scope thereof.

Crown Bidco S.r.l.

[Signed on the original Italian version]

____________________________

Name: James Michael Chu

Title: Sole director

AI assistant

Tod'S — M&A Activity 2024

4151_rns_2024-03-22_fce5df32-dac7-4bff-b657-224cc381cd61.pdf

OFFER DOCUMENT

VOLUNTARY TOTALITARIAN TENDER OFFER

Euro 43.00 per each ordinary share of Tod's S.p.A.

from 8:30 (Italian time) of 25 March 2024

CONTENTS

DEFINITIONS

RECITAL

1. MAIN ELEMENTS OF THE OFFER

2. AGREEMENTS RELATING TO THE OFFER

3. REASONS FOR THE OFFER

4. CONSIDERATION OF THE OFFER AND MAXIMUM DISBURSEMENT

5. TABLE OF MAJOR EVENTS RELATED TO THE OFFER

A. NOTES (AVVERTENZE)

A.1 CONDITIONS TO THE OFFER

A.2 APPROVAL OF THE ISSUER'S FINANCIAL REPORTS AND INTERIM REPORTS

A.3 INFORMATION ON THE FINANCING OF THE OFFER

A.4 ISSUER'S RELATED PARTIES

A.5 REASONS FOR THE OFFER AND FUTURE PROGRAMS OF THE OFFEROR RELATING TO THE ISSUER

A.6 MERGER AND REVERSE MERGER

A.6.1 Merger

A.6.2 Reverse Merger following the Delisting

A.7 APPLICATION OF ARTICLES 39-BIS (OPINION OF INDEPENDENT DIRECTORS) AND 40-BIS (REOPENING OF TERMS) OF THE ISSUERS' REGULATIONS

A.8 COMMUNICATION AND AUTHORISATIONS FOR THE CONDUCT OF THE OFFER

A.9 DECLARATION BY THE OFFEROR CONCERNING THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 2, OF THE CFA AND THE RIGHT TO RESTORE THE FREE FLOAT PURSUANT TO ARTICLE 108 OF THE CFA

A.10 DECLARATION BY THE OFFEROR TO AVAIL ITSELF OF THE RIGHT TO PURCHASE SET FORTH IN ARTICLE 111 OF THE CFA AND DECLARATIONS CONCERNING THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 1, OF THE CFA

A.11 POTENTIAL SHORTAGE OF FREE FLOAT

A.12 POTENTIAL CONFLICTS OF INTEREST

A.13 POTENTIAL ALTERNATIVE SCENARIOS FOR THE HOLDERS OF SHARES

A.13.1 Tender to the Offer, even during the potential Reopening of Terms

A.13.2 Not tender to the Offer, even during the potential Reopening of Terms

(iii) The Offeror does not achieve a stake of more than 90% of the share capital, shortage of free float following the Offer and Merger

A.14 ISSUER'S COMMUNICATION

A.15 CRITICALITY AND IMPACT RELATED TO THE NATIONAL AND INTERNATIONAL MACROECONOMIC ENVIRONMENT

A.15.1 Potential impacts related to Covid-19 pandemic-related health emergency

A.15.2 Context resulting from international geopolitical tensions

(i) Israel-Palestine Conflict

(ii) Russia and Ukraine Conflict

A.16 FRAMEWORK AGREEMENT

A.17 MINORITY SHAREHOLDER UNDERTAKING AND SHAREHOLDERS' AGREEMENT

A.18 2024 SHAREHOLDER'S MEETING

B. PARTIES TAKING PART TO THE TRANSACTION

B.RMATION ON THE OFFEROR

B.1.1 Company name, legal form and registered office

B.1.2 Year of incorporation and duration

B.1.3 Applicable law and jurisdiction

B.1.4Corporate capital

B.1.5 Offeror's corporate structure, group and shareholders' agreements

Offeror's corporate structure

Shareholders' agreements

1) FRAMEWORK AGREEMENT AND SHAREHOLDERS' AGREEMENT

2) MINORITY SHAREHOLDER UNDERTAKING

B.1.6 Management and control body

Sole director

Board of statutory auditors and external auditor

B.1.7 Activity of the Offeror and its group

B.1.8 Accounting principles

B.1.9 Balance sheet and income statement

B.1.10 Recent trend

B.1.11 Persons Acting in Concert

B.2 ISSUER OF THE FINANCIAL INSTRUMENTS OVER WHICH THE OFFER IS PROMOTED

B.2.1 Company name, legal form and registered office

B.2.2 Share Capital

B.2.3 Controlling entity under Article 93 of CFA and relevant shareholders

B.2.4 Management and control bodies

Board of directors of the Issuer

Internal committees

Board of statutory auditors

External auditor

B.2.5 Brief description of the Group

B.2.6 Tod's Group activity

B.2.7 Recent trends and prospects

Financial data relating to the financial year as of 31 December 2023

Tod's Group consolidated statement of financial position

Tod's Group consolidated statement of changes in equity

Annual Financial Report 2022

Tod's Group consolidated statement of financial position

Tod's Group consolidated income statement

Tod'S M&A Activity 2024