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

To the kind of the Board of Directors

Sant'Elpidio a Mare, March 28th , 2024

Subject: Submission of a slate for the appointment of the members of the Board of Directors

Sirs,

in its capacity as shareholder holding a stake equal to 50.291% of the share capital of Tod's S.p.A. ("Tod's" or the "Company"), Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l. – taking into account the report illustrating the matters on the agenda of the Shareholders' Meeting prepared by the Board of Directors pursuant to art. 125-ter of Legislative Decree no. 58/1998 – hereby submits the following slate of candidates for the appointment of the members of the Board of Directors of the Company, the renewal of which constitutes the fourth item on the ordinary section of the agenda of the next Shareholders' Meeting, convened at the registered office of the Company on April 24 th , 2024 on first call and, if necessary, on May 24 th , 2024 on second call:

List of candidates for the office of member of the Board of Directors of the Company

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

2) Maria D'Agata, born in Catania (CT), on 22/10/1975, Fiscal Code DGTMRA75R62C351Y (**);

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

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

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

6) Mara Vanzetta, born in Cavalese (TN), on 16/03/1967, Fiscal Code VNZMRA67C56C372E (**);

7) Raffaella Viscardi, born in Merate (CO), on 25/05/1975, Fiscal Code VSCRFL75E65F133J (**);

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

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

(*) Independent director pursuant to Article 147-ter, subsection 4 and 148, subsection 3, of Legislative Decree 58/98

(**) Independent director pursuant to Article 147-ter, subsection 4 and 148, subsection 3, of Legislative Decree 58/98 and to Article 2, recommendation 7, of the Corporate Governance Code

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

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

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

We also attach the documentation issued by an authorized intermediary certifying the ownership by Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l. of a percentage of share capital of the Company exceeding 1%.

***

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

4.1 Determination of the number of members of the Board of Directors

1) "The Shareholders' Meeting:

RESOLVES

- that the Board of Directors shall composed of 9 Directors";

4.2 Determination of the term of office of the Board of Directors

2) "The Shareholders' Meeting:

RESOLVES

- that the term of office of the Board of Directors shall be equal to 1 year, and therefore until the Shareholders' Meeting convened to approve the financial statements as of 31th December 2024";

4.3 Appointment of Directors

3) "The Shareholders' Meeting:

RESOLVES

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

1) Diego Della Valle, born in Sant'Elpidio a Mare (FM), on 30/12/1953, Fiscal Code DLLDGI53T30I324E;
2) Maria D'Agata, born in Catania (CT), on 22/10/1975, Fiscal Code DGTMRA75R62C351Y (**);
3) Andrea Della Valle, born in Sant'Elpidio a Mare (FM), on 26/09/1965, Fiscal Code DLLNDR65P26I324V;
4) Emilio Macellari, born in Civitanova Marche (MC), on 11/03/1958, Fiscal Code MCLMLE58C11C770U;
5) Cinzia Oglio, born in Vigevano (PV), on 05/12/1970, Fiscal Code GLOCNZ70T45L872S;
6) Mara Vanzetta, born in Cavalese (TN), on 16/03/1967, Fiscal Code VNZMRA67C56C372E (**);
7) Raffaella Viscardi, born in Merate (CO), on 25/05/1975, Fiscal Code VSCRFL75E65F133J (**);
8) Vincenzo Manes, born in Venafro (IS), on 01/04/1960, Fiscal Code MNSVCN60D01L725R (*);
9) Romina Guglielmetti, born in Piacenza (PC), on 18/03/1973, Fiscal Code GGLRMN73C58G535B (*).

4.4 Determination of the remuneration of the members of the Board of Directors and of the Executive Committee (if established)

4) "The Shareholders' Meeting:

RESOLVES

to determine in:

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

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

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

subject to the provisions of Article 2389, subsection 3, of the Italian Civil Code for the granting of special offices, including the office of Chairman, and without prejudice to the insurance coverage and benefits provided for by the Remuneration Policy in force and applicable from time to time".

4.5 Authorization pursuant to article 2390 of the Italian Civil Code

5) "The Shareholders' Meeting:

RESOLVES

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

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

_____________________________

Name: Diego Della Valle Office: President of the Board of Directors

Deutsche Bank

Delterle Bank S.p.A. - Sede Sociale Caneale: Plazza de Calendario, S. 2012 Milan
Aderela Sande Euro Primer Para Prazza de Calendario, S. 2012 Milan
Aderen a l'Abandario Turku

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

Milano, 18 marzo 2024

24000003 460140770937000

n. proq. annuo

codice cliente

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

01732500440 codice fiscale - partita IVA

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

a richiesta di VV.SS.

/ l luogo e data di nascita

La presente comunicazione, con efficacia fino al 30/03/2024, attesta la partecipazione al sistema di gestione accentrata del nominativo sopra indicato con i seguenti strumenti finanziari:

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

8.369.672 quantità

Su detti strumenti risultano le seguenti annotazioni:

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

ESERCIZIO DEL DIRITTO DI PRESENTAZIONE DELLA LISTA PER LA NOMINA DEL CONSIGLIO DI AMMINISTRAZIONE IN RELAZIONE ALL'ASSEMBLEA ORDINARIA DEI SOCI DI TOD'S S.P.A. INDETTA IN PRIMA CONVOCAZIONE PER IL 24 APRILE 2024, E IN SECONDA CONVOCAZIONE IL 24 MAGGIO 2024 ENTRAMBE ALLE ORE 11.00 IN SANT'ELPIDIO A MARE, VIA FILIPPO DELLA VALLE, 1.

Deutsche Bank S.p.A.

La banca per un mondo che cambia

CERTIFICAZIONE DI PARTECIPAZIONE AL SISTEMA MONTE TITOLI

( D.Lgs. 24 febbraio 1998 n. 58 e D.Lgs. 24 giugno 1998 n.213)

n D'ORDINE	DATA DI RILASCIO
	19/03/2024

	N.PROG.ANNUO CODICE CLIENTE

DI.VI. FINANZIARIA DI DIEGO DELLA VALLE & C. SRL STRADA SETTECAMINI N. 116 63811 SANT'ELPIDIO A MARE (FM)

C.F. : 01732500440

A richiesta di DI.VI. FINANZIARIA DI DIEGO DELLA VALLE & C. SRL

La presente certificazione, con efficacia fino al 30/03/2024 attesta la partecipazione al sistema Monte l'itoli del nominativo sopraindicato con i seguenti titoli:

CODICE	DESCRIZIONE TITOLO	OUANTITA
IT0005366700	TOD'S VOTO MAGGIORATO	8.273.385,00

Su detti titoli risultano le seguenti annotazioni:

NULLA

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

La presente certificazione, ai sensi degli articoli 21/22/23 del Provvedimento emesso in data 22 febbraio 2008 congiuntamente con la CONSOB e Banca d'Italia riguardante la "Disciplina dei servizi di gestione accentrata di liquidazione, dei sistemi di garanzia e delle relative società di gestione" e successive modifiche viene rilasciata per la presentazione della lista dei candidati per il rinnovo del Consiglio di Amministrazione di TOD'S S.P.A. e ne attesta il possesso sino alla data del 30/03/2024 incluso.

BANCA NAZIONALE DEL LAVORO S.p.A

BNL Gruppo BNP Paribas Strategio Clients

Mod. 854/TI ( D.A.I. 9-2000 )

Banca Nazionale del Lavoro SpA - Iscritta all'Abo dell'espopo bancario BNL, iscritto all'Albo dei gruppi bancari presso la Banca d'Illala - Società sogetta ad attività di direzione e coordinamento del socio un'o BNP Partbas S.A., Partla NA e n. di isrizione nel Reg. Imprese di Roma 033339106 · Capitale sociale Euro 2.076.940.000.00.v · Fotorente di Mela dei depositi · Sede Legale e Direzione Generale: Viale Allero Spinelli, 30 - 01/57 Roma · Tel. +39 06 47021 · bnl.it

Classification : Confidential

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

I, the undersigned Diego Della Valle, born in Sant'Elpidio a Mare (FM), on 30 December 1953, Fiscal Code DLLDG153T30I324E, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

I) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting:
2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director:
3) that I consider myself not in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code1;

¹ As specified in the Report on corporate governance and ownership structures, the Board of Directors of the Company, with regard to letters c) and d) of the art. 2, recommendation 7 of the Corporate Governance Code, has identified the following quantitative and qualitative parameters relating to the commercial, financial or professional relationships considered abstractly suitable to compromise the independence of the directors:

^- as regards quantitative criteria, the Company considers significant a relationship of a commercial, financial or professional nature maintained with each individual Director, the annual value of which exceeds at least one of the following parameters: (i) 10% of the annual revenues of the subsidiary company and/or of the professional firm/consultancy company of which the Director is a shareholder, executive director or partner.

⁽ii) 20% of the Director's annual gross income, the additional annual remuneration (earned by the Director towards the Company and/or its subsidiaries and/or the parent company) is also considered significant, if this is overall equal to or greater than 80% of the overall fixed annual compensation due to him for the office of Director and for any participation in the internal board committees recommended by the Code. - as regards the qualitative criteria, the Company considered significant:

⁽i) a commercial/financial relationship, when this is of a strategic nature for the Company and/or the parent company:

⁽ii) a professional relationship, when this has as its object strategic consultancy (in favor of the Company and/or its subsidiaries and/or the parent company) and/or assistance and consultancy in relation to an operation of strategic importance for the Company and/or its subsidiaries and/or the parent company;

^- with regard to professional relationships, if the Administrator is a professional firm or a consultancy firm, the significance of the relationship must also be assessed with regard to the effect that it could have on the of the Administrator within the professional firm or consultancy firm, even regardless of whether the paraneters are exceeded.

4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
6) to authorize my personal data processing and publication by the Company also by means of computer tools.

tness whereof

March 26 2024

DIEGO DELLA VALLE

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

After studying law in Bologna and a brief working period in the USA, he joined the family shoemaking business in 1975 supporting his father's business in managing it, where he was able to deepen his knowledge of high quality production techniques.

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

Since October 2000, Diego Della Valle has been the President and CEO of Tod's S.p.A., the new Group he founded. Tod's S.p.A. is now quoted on the Milan stock exchange and is a world leader in the luxury accessories sector. Its brands include Tod's, Hogan, Fay and Roger Vivier. The family finance company acquired the Elsa Schiaparelli haute couture brand in 2006.

In 1996 Diego Della Valle has been nominated Cavaliere del Lavoro (the highest honor the Italian Republic bestows for professional achievement), in 2000 he received a Honoris Causa Degree in Business and Economics from the University of Ancona and in 2017 in Economics and Management from the University of Sannio.

Diego Della Valle was and is a Board Member of several companies including Banca Commerciale Italiana, Assicurazioni Generali, Ferrari, BNL, RCS and LVMH; he was a major shareholder of Sak's Fifth Avenue. He is a shareholder of Mediobanca, Piaggio and other companies.

Diego Della Valle is a member of the fundraising committee of the Umberto Veronesi Cancer Research Foundation and President of the Board of Directors of the Della Valle Onlus Foundation.

Together with Tod's Group, Diego Della Valle has financed the important project of restoration of the Colosseum and of Palazzo Marino, he is a founding member of the Teatro alla Scala in Milan and has built schools and multipurpose centers in his territory. He supports specific projects with Save the Children and has built, to sustain the earthquake areas of Arquata del Tronto, a modern factory which came into operation just 11 months after the works began.

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

I, the undersigned Maria D'Agata, born in Catania, on October 22, 1975, Fiscal Code DGTMRA75R62C351Y, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

l) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting:
2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code' ;

⁽ii) 20% of the Director's annual gross income, the additional annual remuneration (earned by the Director towards the Company and/or its subsidiaries and/or the parent company] is also considered significant, if this is overall equal to or greater than 80% of the overall fixed annual compensation due to him for the office of Director and for any participation in the internal board committees recommended by the Code. - as regards the qualitative criteria, the Company considered significant:

⁽i) a commercial/financial relationship, when this is of a strategic nature for the Company and/or the parent company:

^- with regard to professional relationships, if the Administrator is a professional firm or a consultancy firm, the significance of the relationship must also be assessed with regard to the effect that it could have on the position and role of the Administrator within the professional firm or consultancy firm, even regardless of whether the parameters are exceeded.

4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof, 20 March 2024

Maria D'Agata

Catania - October 22, 1975

Professional Experience

Maria D'Agata has been "Intercos Group" (Euronext Milan) General Counsel since 2014.

She heads "Intercos Group" Legal and IP Department and leads a team of lawyers operating in several European and Non- European countries. Before "Intercos Group", she was Lead Lawyer Corporate, M&A and Financing at "Siemens S.p.A." and Head of Legal and Corporate Affairs at "Europa Risorse SGR S.p.A.".

In previous years, she worked as Senior Associate for an international law firm and as Associate for important Public Notary offices in Milan. She is fluent in English.

Education

2003 Bar Admission ("Ordine degli Avvocati di Milano").
2000 Juris Doctors, "University of Catania" (110/110 Magna Cum Laude).
1997 "University of Helsinki" Erasmus Project (Intensive course of criminology).

Offices and Responsibilities

(March 2024)

Intercos S.p.A., Member of the Supervisory Board, Secretary of the Board of Directors, Related Parties Committee, Nomination and Remuneration Committee and Control and Risk Committee;
Intercos Europe S.p.A., Member of the Supervisory Board;
Cosmint S.p.A., Director and Member of the Supervisory Board;
Ager S.r.l., Director;
Tatra Spring Polska Sp. Z o.o., Director;
Intercos Concept S.r.l., Director ; and
Intercos Group Legal Entities, Secretary of the Board of Directors.

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

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

I, the undersigned Andrea Della Valle, born in Sant'Elpidio a Mare (FM), on 26 September 1965, Fiscal Code DLLNDR65P261324V, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI, Finanziaria di Diego Della Valle & C. S.r.l.

1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
3) that I consider myself not in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code1;

auscrative suttobe co compremise the macpensiders significant a relationship of a commercial, financial or professional - as regards quanted with each individual Director, the annual value of which exceeds at least one of the following parameters: (i) 10% of the annual revenues of the subsidiary company and/or of the professional firm/consultancy company of which the Director is a shareholder, executive director or partner,

the Director's annual gross income. Purthermore, the additional annual remuneration (earned by the Director (1) 20% of the Drecor 3 annual gross mooner el crempany) is also considered significant, if this is overall towal to or greater than 80% of the overall fixed annual compensation due to him for the office of Director and for any participation in the internal board committees recommended by the Code. as regards the qualitative criteria, the Company considered significant:

^- as regards the qualitative criterials of a strategic nature for the Company and/or its subsidiaries and/or the parent company:

⁽if) a professional relationship, when this has as its object strategic consultancy (in favor of the Company and/or its (i) a freise and/or the parent company) and/or assistance and consultancy in relation to an operation of strategic importance for the Company and/or its subsidiaries and/or the parent company;

mith regard to professional relationships, if the Administrator is a partner of a professional firm or a consultancy firm, the significance of the relationship is assessed with regard to the effect that it could have on the position and role of the Administrator within the professional firm or consultancy firm, even regardless of whether the quantitative parameters are exceeded.

4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof March 24, 2024

ANDREA DELLA VALLE

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

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

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

In 2022 he was awarded an honorary degree in Economics and Management by the University of Ancona.

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

I, the undersigned Emilio Macellari, born in Civitanova Marche (MC), on 11 March 1958, Fiscal Code MCLMLE58C11C770U, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
3) that I consider myself not in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code¹ ;

⁽ii) 20% of the Director's annual gross income. Furthermore, the additional annual remuneration (earned by the Director towards the Company and/or its subsidiaries and/or the parent company) is also considered significant, if this is overall equal to or greater than 80% of the overall fixed annual compensation due to him for the office of Director and for any participation in the internal board committees recommended by the Code.

^- as regards the qualitative criteria, the Company considered significant:

⁽i) a commercial/financial relationship, when this is of a strategic nature for the Company and/or its subsidiaries and/or the parent company;

^- with regard to professional relationships, if the Administrator is a partner of a professional firm or a consultancy firm, the significance of the relationship must also be assessed with regard to the effect that it could have on the position and role of the Administrator within the professional firm or consultancy firm, even regardless of whether the quantitative parameters are exceeded.

4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

March 2024

EMILIO MACELLARI

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

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

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

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

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

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

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

l) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director:
3) that I consider myself NOT in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code¹;

¹ As specified in the Report on corporate governance and ownership structures, the Board of Directors of the Company, with regard to letters c) and d) of the art. 2, recommendation 7 of the Outlet Drivers of the collegaly, while collowing quantitative and qualitative parameters relating to the commercial, financial or professional relationships considered abstractly suitable to compromise the independence of the directors:

^- as regards quantitative criteria, the Company considers significant a relationship of a commercial, financial or professional nature maintained with each individual Director, the annual value of which exceeds at least one of the following parameters: (i) 10% of the annual revenues of the subsidiary company and/o of the professional firm/consultancy company of which the Director is a shareholder, executive director or partner,

⁽ii) 20% of the Director's annual gross income. Furthermore, the additional annual remuneration (earned by the Director towards the Company and/or its subsidiaries and/or the connection (cannological (cannol of this is overal equal to or greater than 80% of the overall fixed annual company to also connective of Director, and for any participation in the internal board committees recommended by the Code. - as regards the qualitative criteria, the Company considered significant:

⁽i) a commercial/financial relationship, when this is of a strategic nature for the Company and/or the parent company:

^- with regard to professional reationships, if the Administrator is a partner of a professional firm or a consultancy firm, the significance of the relationship must also be assessed with regard to the it could have on the positions and role of the Administrator within the professional firm or consultancy firm, even regardless of whether the purmelers are exceeded.

4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

Milan – March 26th, 2024

Cinzia Oglio

Born in Vigevano in 1970 – two daughters

PROFESSIONAL EXPERIENCE

Since 2015 TOD'S Spa – MEMBER of the BOARD OF DIRECTORS

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

Financial communication of the Group (preparation of financial documents and management of relations with the Stock Exchange, supervision of the corporate website, ESG);
Managing relations with sell-side analysts who cover the stock
Regular meetings with analysts and portfolio managers, buy-side, both at the headquarters of the Group and in the regular activities of roadshows at international level;
Management of relations with the private shareholders
Support to the Top Management of the Group
Benchmarking analysis

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

1997 -1999 BANCA COMMERCIALE ITALIANA – Milan Head Office

Office of Equity Investments – Senior Analyst:

analysis and evaluation of the banking and financial property; evaluation of lenders also in view of the acquisition or merger hypothesis; civil and fiscal implications. Thorough knowledge of the OPA regulations.

1994-1997 Westdeutsche Landesbank (Europa) AG – Milan Branch

Corporate Finance – Analyst:

team member in several optimization projects in tax structure and corporate customers; listing operations and corporate finance. Brief experience of accounting and treasury.

1994 UNIVERSITA' COMMERCIALE "L. Bocconi" – Milan Finance Department – Prof. Bertoni – Assistant in Finance

TRAINING

1994 Qualification to the profession of Chartered Accountant from Università Commerciale "L. Bocconi" , Milan
1993 Degree in Economics from Università Commerciale "L. Bocconi", Milan - Vote 110/110 cum laude

Degree thesis: "Risk management of interest rate in the liability management of the industrial companies; tools and techniques of immunization in the latest theory and practice." Relatore: Prof. Alberto Bertoni; Correlatore: Prof. Giorgio Bertinetti

1989 Scientific Maturity achieved at Liceo Scientifico Statale "Respighi" in Piacenza, Vote 60/60

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

I, the undersigned Mara Vanzetta born in Cavalese (TN), on 16/3/1967, Fiscal Code VNZMRA67C56C372E, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code¹ ;

^- as regards the qualitative criteria, the Company considered significant:

⁽i) a commercial/financial relationship, when this is of a strategic nature for the Company and/or its subsidiaries and/or the parent company;

4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof, March 22, 2024

CURRICULUM

Milan, 22 March 2024

Mrs. Mara VANZETTA was born in Cavalese (TN) on March 16th, 1967 – and is domiciled in Milan – Via Manzoni n. 38 – tel. n. 02783268 – 0276006349 – telefax n. 0276024039 – e-mail address: [email protected]

Chartered Accountant registered in the Register of Auditors (n. 65863) – Official Gazette n. 46 bis, 16/6/1995.

Educational background and employment history

In 1991, she obtained a Degree in Economics and Business at Università Cattolica del Sacro Cuore, Milan – Supervisor Prof. Fedele Confalonieri.

In the same year, she started practicing the profession in the office of Mr. Maurizio Maffeis, with whom, in 1994, she instituted the Studio Associato Maffeis-Vanzetta.

In 2014, following Mr. Maurizio Maffeis' retirement, the firm was named Studio Vanzetta e Associati.

Specialized in restructuring, corporate and tax consulting, she has worked closely with private equity funds (Investindustrial, Morgan Stanley, Apollo, H.I.G., Lion Capital, Lone Star, One Equity Partners, HIG Capital, Carlyle, Njord, TA) and investment in real estate (Nuveen, MGPA, ING, CBRE GLOBAL INVESTORS, INVESCO).

She has held the position as Technical Consultant ("Consulente Tecnico d'Ufficio – CTU) in several arbitration procedures.

She holds the role of Statutory Auditor in important companies belonging to national and international groups.

She has served as an independent director and member of committees in listed and noncompanies (DEA Capital SpA, Massimo Zanetti Beverage Group SpA, American Express Srl). She has held the position of member of the Supervisory Board.

She speaks English fluently, with a solid knowledge of the language.

Areas of expertise

corporate law, with special reference to the control in supervised companies and nosupervised companies in both financial and industrial sectors;
accounting standards
domestic taxation
Group reorganisations
M&A transactions

Main Companies in which she is appointed a Member of the Administrative Body

MANIFATTURA TABACCHI DEVELOPMENT MANAGEMENT S.r.l. Sole Shareholder (Chairman)
SERRAVALLE OUTLET MALL S.r.l. (Director)
MUNDIPHARMA PHARMACEUTICALS S.r.l. (Director)
SNAITECH S.p.A. (Director)

Main Companies in which she is appointed Member of the Board of Statutory Auditors

BIOGEN ITALIA S.r.l. (Chairman)
ASSIST DIGITAL (Standing Statutory Auditor)
ARTSANA S.p.A. (Standing Statutory Auditor)
AZIMUT BENETTI S.p.A. (Chairman)
BAUSCH & LOMB IOM S.p.A. (Chairman)
COGNE ACCIAI SPECIALI S.p.A. (Chairman)
EVOCA S.p.A. (Standing Statutory Auditor)
EATALY S.p.A. (Standing Statutory Auditor)
RENOVIT S.p.A (Standing Statutory Auditor)
INTRUM S.p.A. (Standing Statutory Auditor)

According to DL no 196/2003, I authorize the use of my personal details Yours faithfully

Mara Vanzetta

Subject: declaration pursuant to Article 2400, subsection 4, of the Italian Civil Code

Milan, 22 March 2024

Mrs. Mara VANZETTA was born in Cavalese (TN) on March 16th, 1967 – and is domiciled in Milan – Via Manzoni n. 38 – tel. n. 02783268 – 0276006349 – telefax n. 0276024039 –

e-mail address: [email protected]

Chartered Accountant registered in the Register of Auditors (n. 65863) – Official Gazette n. 46 bis, 16/6/1995.

Companies in which she is appointed Member of the Board of Statutory Auditors

AEB S.p.A. Via Vittorio Arici n. 104 Brescia (Standing Statutory Auditor)
ARTSANA S.p.A. Via Saldarini Catelli n. 1- Grandate (CO) (Standing Statutory Auditor)
ASSIST DIGITAL S.p.A. Via Inganni Angelo n. 93 Milano (Standing Statutory Auditor)
AZIMUT BENEDETTI S.p.A. Via Michele Coppino n. 104 Viareggio (LU) (Chairman)
BAUSCH & LOMB-IOM S.p.A. Socio unico Viale Martesana n. 12 Vimodrone (Chairman)
BIANCHI INDUSTRIAL S.p.A. Socio Unico Via G. Zuretti n. 100 Milano (Chairman)
BIANCHI INDUSTRIAL COMPANY S.p.A. Via A. Manzoni n. 38 Milano (Chairman)
BIOGAS BRUSO SOCIETA' AGRICOLA A R.l. Via Borgo Vicenza n. 13 Cittadella (PD) (Sole Auditor)
BIOGEN ITALIA S.r.l. Via Giovanni Spadolini n. 5 Milano (Chairman)
BIOENERYS AGRI S.r.l. Via Donadon n. 4 Pordenone (Standing Statutory Auditor)
CAD IT S.p.A. Via Evangelista Torricelli n.44/A Verona (Standing Statutory Auditor))
CEDACRI S.p.A. Via Del Conventino n. 1 Collecchio (PR) (Standing Statutory Auditor)
C-GLOBAL CEDACRI GLOBAL SERVISES S.p.A. Via del Conventino n. 1 Collecchio (PR) (Standing Statutory Auditor)
CEVA LOGISTICS ITALIA S.r.l. Strada 3 Palazzo B5 Assago (MI) (Chairman)
C&M BOOK LOGISTICS S.r.l. Strada 3 P.zzo B5 Assago (MI) (Standing Statutory Auditor)
COGNE ACCIAI SPECIALI S.p.A. Via Paravera n. 16 Aosta (Chairman)
DE RIGO HOLDING S.p.A.- Vicolo Santa Maria alla Porta n. 1 Milano (Standing Statutory Auditor)
DESIGN HOLDING S.p.A. Via A. Manzoni n. 38 Milano (Standing Statutory Auditor)
DESIGN QUALITY MANUFACTURING S.p.A. Via A. Manzoni n. 38 Milano (Chairman)
DOCUGEST S.p.A. Via del Conventino n. 1 Collecchio (PR) (Standing Statutory Auditor)
EATALY S.p.A. Via Nizza n. 224 Torino (Standing Statutory Auditor)
EVOCA S.p.A. Via Tommaso Grossi n. 2 Milano (Standing Statutory Auditor)
FARFETCH ITALIA S.r.l. Via Tortona n. 25 Milano (Sole Auditor)
FARMACEUTICI PROCEMSA S.p.A. Via Mentana n. 10 Nichelino (TO) (Chairman)
FASHION FURNITURE DESIGN S.p.A. Via A. Manzoni n. 38 Milano (Standing Statutory Auditor)
FREEDOM 1 S.r.l. Largo Francesco Richini n. 2/A Milano (Standing Statutory Auditor)
FREEDOM DIGITAL S.p.A. Largo Francesco Richini n. 2/A Milano (Standing Statutory Auditor)
FREEDOM MIDCO S.p.A. Largo Francesco Richini n. 2/A Milano (Standing Statutory Auditor)
GILEAD SCIENCES S.r.l. Via Melchiorre Gioia n. 26 Milano (Standing Statutory Auditor)
GRUPPO BERTOLASO S.p.A. Via Stazione n. 760 Zimella (VR) (Chairman)
GUALA CLOSURES S.p.A. Zona Industriale D/6, Via Rana n. 12 Alessandria (Chairman)
INTRUM ITALY S.p.A. Bastioni di Porta Nuova n. 19 Milano (Standing Statutory Auditor)
INTRUM ITALY HOLDING S.r.l. Bastioni di Porta Nuova n. 19 Milano (Standing Statutory Auditor)
ITALCANDITI S.p.A. Via Cavour n. 10 Pedrengo (BG) (Chairman)
LHBC REAL ESTATE S.p.A. Via A. Manzoni n. 38 Milano (Chairman)
LIST S.p.A. Via Pietrasantina n. 123 Pisa (Standing Statutory Auditor)
LPE S.p.A. Via Falzarego n. 8 Baranzate (MI) (Standing Statutory Auditor)
MAIERO ENERGA SOCIETA' AGRICOLA A R.l. Via Borgo Vicenza n. 13 Cittadella (PD) (Sole Auditor)
MEDICAL TECHNOLOGY AND DEVICES S.p.A. Via Filomena Saldarini Catelli n. 10 Casnate con Bernate (CO) (Standing Statutory Auditor)
MENGHI S.p.A. Via A. Manzoni n. 38 Milano (Standing Statutory Auditor)
MEZZATORRE HOTEL S.r.l. Via Ferdinando di Savoia n. 3 Roma (Sole Auditor)
MOGLIA ENERGIA SOCIETA' AGRICOLA A R.l. Via Marcantonio Ingegneri n. 4 Cremona (Sole Auditor)
NEW GUARDS GROUP HOLDING S.p.A. Via Turati n. 12 Milano (Chairman)
O.F.I. OFFICINA FARMACEUTICA ITALIANA S.p.A. Via A.Verga n.14 Bergamo (Chairman)
OMNIA DELLA TOFFOLA S.p.A. Via Feltrina n.72 Trevignano (TV) (Chairman)
OMNIA TECHNOLOGIES S.p.A. Via A. Manzoni n. 38 Milano (Chairman)
OFF-WHITE OPERATING S.r.l. Via Daniele Manin n. 13 Milano (Standing Statutory Auditor)
ORTOFRUTTICOLA DEL MUGELLO S.r.l. Zona Industriale S.Adriano Marradi (FI) (Chairman)
PAGANI S.p.A. (già HORACIO PAGANI S.p.A.) Via dell'Artigianato n. 5 San Cesario sul Panaro (MO) (Chairman)
PELLICANO HOTELS S.p.A. Località Sbarcatello SN Frazione Porto Ercole (Chairman)
PELLICANO OPCO S.r.l. Località Sbarcatello Monte Argentario (Sole Auditor)
PELLICANO PROPCO S.r.l. Località Sbarcatello Monte Argentario (Chairman)
PIKDARE S.p.A. Via Saldarini Catelli n. 10 Casnate con Bernate (CO) (Chairman)
PRENATAL S.p.A. Socio unico Via Bertani n. 6 Milano (Chairman)
PRENATAL RETAIL GROUP S.p.A. Socio unico Via Bertani n. 6 Milano (Standing Statutory Auditor)
PRONOVIAS GROUP ITALIA S.p.A. Reg. San Quirico n. 672 Centallo (CN) (Chairman)
PTI ITALIA S.p.A. Via Tortona n.9 Milano (Chairman)
REVALUE S.p.A. Bastioni di Porta Nuova n. 19 Milano (Chairman)
RENOVIT S.p.A. P.zza S.Barbara n. 7 S.Donato Milanese (Standing Statutory Auditor)
SIGRADE S.p.A. Via del Conventino n. 1 Collecchio (PR) (Standing Statutory Auditor))
SONATRACH RAFFINERIA ITALIANA S.r.l. Via A. Manzoni n. 38 Milano (Standing Statutory Auditor)
SOPLAYA S.p.A. Via Oderzo n. 15 Udine (Chairman)
SUVERA PROPCO S.r.l. Località Sbarcatello SNC Monte Argentario (GR) (Sole Auditor)
TEP ENERGY SOLUTION S.r.l. Via Di Santa Teresa n. 35 Roma (Standing Statutory Auditor)
TERRA PAYMENT SERVICES (ITALY) S.r.l.– Corso Giacomo Matteotti n. 10 Milano (Chairman)
VAIMO S.p.A. SOCIETA' BENEFIT– Via Emilia Est n. 985 Modena (Chairman)
X3G MERGECO S.p.A. Corso Monforte n. 30 Milano (Standing Statutory Auditor)

Companies in which she is appointed a Member of the Administrative Body

ALPHARD INVESTMENT III S.à.r.l. Route d'Arlon 19-21 Strassen (Lussemburgo) (Director)
ALUNNO UNO S.r.l. Piazza Massimo D'Azelio n. 45 Firenze (Director)
ALUNNO DUE S.r.l. Piazza Massimo D'Azelio n. 45 Firenze (Director)
ALUNNO FIRENZE S.r.l. Piazza Massimo D'Azelio n. 45 Firenze (Director)
AMALFI INVEST S.p.A. Via A. Manzoni n. 38 Milano (Chairman)
APOLLO DELOS ITALY 1 S.r.l. Via Orefici n. 2 Milano (Chairman)
APOLLO DELOS ITALY 2 S. Via Orefici n. 2 Milano (Chairman)
APOLLO DELOS ITALY 4 S.r.l. Via Ansperto n. 5 Milano (Chairman)
BLUE ANGEL S.r.l. Via A. Manzoni n. 38 Milano (Sole Director)
BMG BARBERINO S.r.l. Socio Unico– Via A. Manzoni n. 38 Milano (Managing Director)
BMG CASTEL ROMANO S.r.l. Socio Unico Piazza Pio XI n. 1 Milano (Director)
CARTON PACK S.p.A. Via Adelfa Zona Industriale Rutigliano (BA) (Director)
CASTIGLION DEL BOSCO S.r.l. Via A. Manzoni n. 38 Milano (Chairman)
CDB ACQUISITIONS S.r.l. Via A. Manzoni n. 38 Milano (Chairman)
CIRCULAR MATERIALS S.r.l. Via delle Industrie n. 20 Cambiago (Director)
DRAGON HOLDING S.r.l. Via A. Manzoni n. 38 Milano (Sole Director)
KITE HOLDING S.r.l. Corso Italia n. 22 Milano (Director)
LA LOMELLINA DI GAVI SOCIETA' AGRICOLA S.r.l. Via Alessandria n. 26 Casale Monferrato (AL) (Chairman)
LATIFOLIA S.p.A. Via A. Manzoni n. 38 Milano (Sole Director)
M.T. MANIFATTURA TABACCHI S.p.A. Via delle Cascine n. 33/35 Firenze (Chairman)
MILANO CLUB S.p.A.- Via A. Manzoni n. 38 Milano (Independent Director)
MILLE MIGLIA HOLDING S.p.A. Via A. Manzoni n. 38 Milano (Director)
MUNDIPHARMA PHARMACEUTICALS S.r.l. Via Turati n. 40 Milano (Director)
NJORD ADREANNA S.r.l. Via A. Manzoni n. 38 Milano (Director)
PRAGASEI S.r.l. Via A. Manzoni n. 38 Milano (Director)
SERRAVALLE OUTLET MALL S.r.l. Piazza Pio XI n. 1 Milano (Director)
SERVIZIO ITALIA S.p.A. Salita San Nicola da Tolentino n. 1/b Roma (Director)
SHOPFULLY S.p.A. Via Giosue Borsi n. 9 Milano (Director)
SNAITECH S.p.A. Piazza della Repubblica n. 32 Milano (Director)
TAILOR LOGISTIC S.r.l. Via A. Manzoni n. 38 Milano (Director)
VIA DEI GIARDINI S.r.l. Via A. Manzoni n. 38 Milano (Independent Director)

Other positions

FONDAZIONE ACCADEMIA D'ARTI E MESTIERI DELLO SPETTACOLO TEATRO ALLA SCALA - via Santa Marta, 18 – Milano – (Board of Auditors member)

According to DL no 196/2003, I authorize the use of my personal details.

Yours faithfully

___________________________

(dott.ssa Mara Vanzetta)

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

I, the undersigned Raffaella Viscradi , born in Merate (Co) , on 25/05/1975 , Fiscal Code VSCRFL75E65F133J , nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

1) to accept the nomination and therefore to accept from now the office of Director of Tod's S.p.A. should I be appointed by the Company Shareholders' Meeting;
2) to meet the requirements in accordance with the applicable law and regulations for the appointment as Director, and that there are no reason of incompatibility or ineligibility in accordance with the provisions of law for the appointment as Director;
3) that I consider myself in possession of the independence requirements pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and Article 2, recommendation 7, of the Corporate Governance Code1 ;

^- as regards the qualitative criteria, the Company considered significant:

⁽i) a commercial/financial relationship, when this is of a strategic nature for the Company and/or its subsidiaries and/or the parent company;

4) to be able to dedicate to my duties as Company Director the time necessary for an effective and diligent performance of the same;
5) to undertake to produce, at the request of the Company, the appropriate documentation to confirm the accuracy of the data declared and the information required by the internal company procedures;
6) to authorize my personal data processing and publication by the Company also by means of computer tools.

In witness whereof,

March 20 2024

RAFFAELLA VISCARDI

Nationality: Italian Address: Via Isonzo 8b, 20865 Usmate MB Phone: +39 333 138 59 14 e-mail: [email protected]

Senior finance professional with more than 25 years' experience in the asset management industry and well diversified financial skillset. Currently holding a Group CFO-CIO role, reporting directly into the company's founder and largest shareholder. In charge of managing banking relationships and negotiating funding arrangements for the Group. Responsible for budgeting, business plans and tax management.

Strong track record of managing projects, industrial investments, national and international private equity investments. Steady career progression over time within the Group with multiple promotions and increasing scope of mandates.

PROFESSIONAL EXPERIENCE

2001-current Viris SpA, Milan

CFO CIO

MAIN RESPONSIBILITIES:

Group CIO,CFO
Partnership, external tax credit in film industry (Indiana Production SpA, Leone group, Lucky Red group )
NPL
Private equity investments

1999-2001 Banca Sella spa, MilanPrivate Banker

Asset management HNWI

1998-1999 Centrobanca, Milan Credit Analyst

Budget analysis for the granting of subsidized loans

OTHER POSITIONS

2023 – current Eagle Picture spa Non-executive director https://eaglepictures.com Red Fish Long Term capital Non-executive independent director www.longterm.redfish.capital

2021-current

Brioschi Sviluppo Immobiliare spa SpA - Non-executive independent director, Remuneration Committee, Control and Risk Committee www.brioschi.it

Guala Closure SpA - Non-executive independent director www.gualaclosures.com/it/ La Doria Group SpA - Non-executive independent director, www.gruppoladoria.it

2016-current

Snaitech SpA - Non-executive independent director www.snaitech.it/en EPS SA – Medical devices production - Executive director and CFO www.ep-solutions.ch Yard SpA – Real estate - Non-executive director www.yard.it Biomedical Technology Consulting Srl – Medical devices production - Non-executive director www.btc-srl.com Base Srl – Fashion - Executive director

2015-current	Palazzo Zambeccari Srl – Real estate- Property development - Non-executive director
2016-2003	3Marys Entertainment Srl – Film production and distribution - Executive director and partner www.3marysentertainment.com
2019-2020	Boom Image Studio –Non-executive director www.boom.co/it/
2013-2018	Skyline SpA – Real estate - Property development - Executive director
2011-current	Sauro Srl – Real estate - Trading - Non-executive director
2009-current	Sti SpA – Real estate - Trading - Non-executive director
2009- current	Verdenuovo Srl – Real estate - Property development - Non-executive director
2003-current	Vignola Casa Vacanza Srl – Real estate development (Brazil) - Executive director Board president 2003-2016
2008-2016	Valore Reale Sgr – Real estate - Atlantis Fund - Advisory Committee member
2012-2014	Investimenti Strategici Milanesi spa - Holding company - Non-executive director
2001-2013	Almaf SpA – Holding company - Executive director and Board president
2003-2005	Gaia 3 Srl – Real estate - Trading - Executive director and Board president

EDUCATION

2013-14 SDA BOCCONI, Milan Executive MBA
1998 UNIVERSITA' L. BOCCONI, Milan

Economies of Institutions & Financial Markets Degree, top marks (110/110 cum laude)

1994 LICEO CLASSICO ZUCCHI, Monza Diploma with top marks (60/60)

PERSONAL SKILLS

ITALIAN: mother tongue English : advanced French : advanced

OTHER

Member of Global Board Ready Women initiative, Dclub, Ready for the Board Women (PWA Milano) and "1000 curricula eccellenti" Bellisario Foundation

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

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

CERTIFY

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

In witness whereof,

March 28, 2024

(Vincenzo Manes)

CURRICULUM VITAE

Vincenzo Manes

Reference shareholder and Executive President of KME GROUP SPA.

The KME group is one of the world's leading producers of copper and copper alloy products, with a consolidated turnover of over 3.0 billion and approximately 4,000 employees in 8 countries. He is also shareholder of CULTI SPA, IL POST, DUCATI ENERGIA.

Founder of DYNAMO FOUNDATION – Driving force of Philanthropy.

Group of social organizations, differing for mission and sector, which produces a total value of more than 15 million euros per year and employs more than 170 people. In particular:

Since 2007, Dynamo Camp has offered and keeps offering Recreational Therapy programs and free holidays to over 60,000 people, including children with serious and chronic pathologies, families with children with serious disabilities and for their little brothers and sisters;

-Dynamo Academy organizes and develops training programs and consultancy projects in the areas of Common Good, Social Sustainability and Caregiving based on the Dynamo Method;

-Oasi Dynamo agricultural and conservation company, one of the largest private nature reserves in Italy with over 1,200 hectares.

President of LOTTERIA FILANTROPICA ITALIA.

The first lottery in the world which allocates the whole revenues to philanthropic projects to create social wellness throughout Italy. The ticket is represented by a donation and the winner has the privilege of choosing and naming one of the philanthropic projects proposed by the Fondazione Lotteria Filantropica Italia in his name. The supported projects meet the main social needs of the country through interventions in various areas: health, fight against poverty, youth unemployment, social inclusion, environment, art and culture.

The institute of the LOTTERIA FILANTROPICA ITALIA was created by Vincenzo Manes through the law of 17 December 2018.

In 2012 he was awarded the title of GRAND OFFICER OF THE ORDER OF MERIT OF THE (ITALIAN) REPUBLIC.

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

Member of the Board of the ADRIANO OLIVETTI FOUNDATION and of the KENNEDY FOUNDATION (ITALIAN CHAPTER).
Member of the board of directors of TOD'S GROUP and CLASS EDITORI.

Graduated with honors in Business Administration (Economia e Commercio) from the LUISS University of Rome.

He is married with three children.

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

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

I, the undersigned Romina Guglielmetti, born in Piacenza, on March, 18, 1973, Fiscal Code GGLRMN73C58G535B, nominated for the office of member of Board of Directors of Tod's S.p.A. (the "Company") by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.

CERTIFY

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

In witness whereof,

March 27, 2024

Romina Guglielmetti

Founding Partner - Starclex Born in Piacenza on March 18, 1973 married, two children

*** * ***

Romina is a lawyer specialising in corporate governance, corporate law, banking and capital markets law. She has gained significant experience and developed specialised skills in these fields by providing advice to listed and private companies across multiple business sectors, acting as director and member of control bodies, and teaching courses for undergraduate and master degrees.

She advises companies on:

ordinary corporate matters: assisting boards and other corporate functions on governance matter and compliance & control systems, including through the drafting, analysis and restatement of by-laws, internal procedures and regulations (such as compliance, control and internal dealing procedures, ethical codes and the structuring and functions of board committees). Romina assists listed companies on the legal and compliance aspects of their relationships with investors and regulatory bodies, with a specific focus on the completeness, coherence and correctness of their communications to the market and to supervisory agencies. She assists companies and financial intermediaries in dealing with the Bank of Italy and Consob (in relation to extraordinary corporate operations, regulatory fines, etc.), in structuring their control and governance procedures, in dealing with fit and proper tests and in board evaluation processes. She specialises in supporting governance bodies in organising and minuting meetings, in rendering legal opinion and, more generally, in advising companies on complex corporate decisions (public market transactions, conflict of interests situations, correlated parties transactions, etc.);
extraordinary corporate matters: she advises companies and financial intermediaries on complex extraordinary transactions such as IPOs, tender offers, M&A, spin offs and demergers.

Romina has longstanding experience in dealing with corporate governance matters of financial entities, listed and state controlled companies with a focus on control systems (both at individual and group level), succession planning, related parties transactions and the adequacy of the composition and functioning of boards.

She is the founding partner of Starclex – Studio Legale Associato Guglielmetti, which she established in 2013. From 2007 to 2013 she has worked for Studio Santa Maria, as partner; prior to that she was of counsel of Studio Notarile Marchetti, from 2004 to 2007 and senior associate of Bonelli Erede Pappalardo from 2000 to 2004.

Romina Guglielmetti

Offices

Tod's Group S.p.A. (April 22, 2015 to date) Independent Member of the Board of Directors. Member of the Control and Risk Committee and of the Independent Directors Committee.
Compass Banca S.p.A. (May 27, 2015 to date) Independent Member of the Board of Directors and member of the Risk Committee (Chairman of the Committee until October 2022).
MBFACTA S.p.A. (April 1, 2016 to date) Independent Member of the Board of Directors.
DeA Capital Alternative Funds SGR S.p.A. (April 2022 to date) Independent Member of the Board of Directors.
The Techshop SGR S.p.A. (June 2022 to date) Independent Member of the Board of Directors.
Gruppo Monte dei Paschi di Siena – (June 2020 to date) member of the supervisory committee ex art. 231/2001.
Italgas S.p.A. (July 2021 to date), member of the supervisory committee ex art. 231/2001.
Inwit S.p.A. (December 2023 to date), member of the supervisory committee ex art. 231/2001.
Leonardo S.p.A. (December 2023 to date), member of the supervisory committee ex art. 231/2001.
Geodis CL Italia S.p.A. (December 2023 to date), member of the supervisory committee ex art. 231/2001.
A2A S.p.A: (December 2023 to date), member of the supervisory committee ex art. 231/2001.
Autogrill Italia S.p.A. and Autogrill Europe S.p.A. (April 2021 to date) alternative Statutory auditor (expiring in April 2024).
Diasorin S.p.A. – (April 2019 to date) alternative Statutory auditor.

Associations and Orders

Nedcommunity (May 15, 2017 to date) Member of the Board of Directors.
Associazione Italia-India AIICP (October 1, 2019 to date) Member of the Board of Directors.
AISCA, WDC, AODV231, Canova Associate
Milan Bar Association

Offices ended

Banca Esperia S.p.A. (March 26, 2015 April 7, 2017) Independent Member of the Board of Directors and Member of the Control and Risk Committee; (April 7, 2017, December 1, 2017) Chairman of the Board of Directors and Chairman of the Risk and Internal Control Committee.
ACF Fiorentina S.p.A. (March 27, 2017 June 7, 2019) Independent Member of the Board of Directors and member of the supervisory committee ex art. 231/2001.
Firenze Viola S.r.l. (August 2, 2017 June 7, 2019) Independent Member of the Board of Directors.
NTV S.p.A. (December 9, 2015 January 17, 2018) Member of the Board of Directors.
Alba Private Equity S.p.A. – (June 16, 2016, April 13, 2017) Independent Member of the Board of Directors. Member of related parties Commitee
Servizi Italia S.p.A. (April 22, 2015, April 21st, 2021) Independent Member of the Board of Directors. Chairman of Control and Risk Committee and Member of Nomination and Remuneration Committee.
Pininfarina S.p.A. (April 29th, 2015, May 13th, 2022) Independent Member of the Board of Directors. Chairman of Control and Risk Committee and Member of Related Parties Operations' Committee
Enel S.p.A. (May 26, 2016 until May 19 2022) Statutory Auditor.
Ita Airways S.p.A. (August 2021, September 30th, 2022), sole member of the supervisory committee ex art. 231/2001
Fondazione Milano Cortina 2026 – (January 2021 to February 2024) member of the compliance and control committee, which she chairs from July 2022.

Romina Guglielmetti

Academic activity

From 2017 Professor of Corporate Governance and Corporate Finance at LUISS Guido Carli University - Department of Business and Management and Department of Economics and Finance
Fellow at SDA Bocconi and professor at Corporate Governance Lab
Lecturer at ABI (Italian Banking Association)
Lecturer at the Executive Master "Board Directors and Statutory Auditors of Public and Private Companies" (24oreBusiness School)
Lecturer at TEB "The Effective Board"
Lecturer at Euronext Group Euronext Corporate Services Italy Lecturer

Speaker at conferences and author of several publications in the field of corporate law, banking law with a particular focus on corporate governance matters and internal controls systems.

AI Terminal

Tod'S

4151_rns_2024-03-28_7c4eaebd-f1fc-4c3c-ae9b-f32f06cd587f.pdf

Subject: Submission of a slate for the appointment of the members of the Board of Directors

List of candidates for the office of member of the Board of Directors of the Company

4.1 Determination of the number of members of the Board of Directors

4.2 Determination of the term of office of the Board of Directors

RESOLVES

4.3 Appointment of Directors

RESOLVES

RESOLVES

4.5 Authorization pursuant to article 2390 of the Italian Civil Code

RESOLVES

Deutsche Bank

Milano, 18 marzo 2024

CERTIFICAZIONE DI PARTECIPAZIONE AL SISTEMA MONTE TITOLI

DI.VI. FINANZIARIA DI DIEGO DELLA VALLE & C. SRL STRADA SETTECAMINI N. 116 63811 SANT'ELPIDIO A MARE (FM)

C.F. : 01732500440

A richiesta di DI.VI. FINANZIARIA DI DIEGO DELLA VALLE & C. SRL

BANCA NAZIONALE DEL LAVORO S.p.A

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

DIEGO DELLA VALLE

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

Maria D'Agata

Professional Experience

Education

Offices and Responsibilities

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

ANDREA DELLA VALLE

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

EMILIO MACELLARI

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

Cinzia Oglio

PROFESSIONAL EXPERIENCE

Since 2015 TOD'S Spa – MEMBER of the BOARD OF DIRECTORS

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

1997 -1999 BANCA COMMERCIALE ITALIANA – Milan Head Office

Office of Equity Investments – Senior Analyst:

1994-1997 Westdeutsche Landesbank (Europa) AG – Milan Branch

Corporate Finance – Analyst:

TRAINING

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

CURRICULUM

Educational background and employment history

Areas of expertise

Main Companies in which she is appointed a Member of the Administrative Body

Main Companies in which she is appointed Member of the Board of Statutory Auditors

Subject: declaration pursuant to Article 2400, subsection 4, of the Italian Civil Code

Companies in which she is appointed Member of the Board of Statutory Auditors

Companies in which she is appointed a Member of the Administrative Body

Other positions

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

RAFFAELLA VISCARDI

Nationality: Italian Address: Via Isonzo 8b, 20865 Usmate MB Phone: +39 333 138 59 14 e-mail: [email protected]

PROFESSIONAL EXPERIENCE

2001-current Viris SpA, Milan

CFO CIO

1999-2001 Banca Sella spa, MilanPrivate Banker

1998-1999 Centrobanca, Milan Credit Analyst

OTHER POSITIONS

2021-current

2016-current

EDUCATION

PERSONAL SKILLS

OTHER

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

CERTIFY

CURRICULUM VITAE

Vincenzo Manes

Reference shareholder and Executive President of KME GROUP SPA.

Founder of DYNAMO FOUNDATION – Driving force of Philanthropy.

President of LOTTERIA FILANTROPICA ITALIA.

In 2012 he was awarded the title of GRAND OFFICER OF THE ORDER OF MERIT OF THE (ITALIAN) REPUBLIC.

Graduated with honors in Business Administration (Economia e Commercio) from the LUISS University of Rome.

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

CERTIFY

Romina Guglielmetti

*** * ***

Romina Guglielmetti

Offices