Tod'S — Remuneration Information 2017

Mar 30, 2017

(COURTESY TRANSLATION FOR THE CONVENIENCE OF INTERNATIONAL READERS FOR THE OFFICIAL DOCUMENTS PLEASE REFER TO THE ITALIAN VERSION)

TOD'S S.P.A.

COMPANY CAPITAL 66,187,078 EUROS, FULLY PAID UP REGISTERED OFFICE AT VIA FILIPPO DELLA VALLE 1, SANT'ELPIDIO A MARE (FM) – TAX CODE AND FERMO COMPANY REGISTER NO. 01113570442

REMUNERATION REPORT

PURSUANT TO THE TERMS OF ARTICLE 123-TER OF LEGISLATIVE DECREE 58 OF 24 FEBRUARY 1998

Dear Shareholders,

Pursuant to the terms of article 123-ter of legislative decree 58 of 24 February 1998, (the T.U.F., or Financial Services Act), with subsequent amendments and additions, and article 84-quater of Consob resolution no. 11971/99 (the Regulations on Issuers), with subsequent amendments and additions, the Board of Directors of Tod's S.p.A. (also referred to below as the "Company" or "Issuer") places this Remuneration Report at your disposal. The report consists of two sections: (i) the first of which contains a description of the remuneration policy of the board of directors, general manager and managers with strategic responsibilities for the 2017 financial year, and the procedures by means of which that policy was adopted; (ii) while the second presents each of the items into which the remuneration can be broken down, evidencing the consistency with the remuneration policy applied by the Company during the fiscal year 2016, and describes the payments

made in the 2016 financial year to the members of the board of directors and the control board, the general manager and the managers with strategic responsibilities.

Pursuant to the terms of article 123-ter, paragraph 6, of the T.U.F., the Ordinary and Extraordinary Shareholders' Meeting due to be held at the registered office of the company, Via Filippo Della Valle 1, Sant'Elpidio a Mare (FM), at 11.00 am on 21 April 2017 or, if a second call is required, at the same time and in the same place on 27 April 2017, will be called upon to vote in favour of or against the first section of the Remuneration Report, in accordance with the terms of article 123-ter, paragraph 3, of the T.U.F. The resolution to this effect shall not be binding.

Please note that this Remuneration Report was examined and approved by the Board of Directors on 14 March 2017, and is available at the registered office of the Company, on the Company website www.todsgroup.com and through the authorised storage device at the address .

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SECTION I

This section describes the current "Remuneration Policies and Procedures for their Implementation within the Tod's S.p.A. Group", as adopted by the Board of Directors – on the proposal of the Remuneration Committee – during its meeting of 11 November 2015 (also referred to below as the "Remuneration Policies and Procedures"), the adequacy of which was confirmed by the Board of Directors (again with the help of the Remuneration Committee) at the meeting held on 14 March 2017, with a view to laying down the guidelines to be followed by all the company bodies to determine the

remuneration due to the directors – the executive directors in particular – the general manager and the managers with strategic responsibilities within the Company.

The Remuneration Policies and Procedures adopted by the Company, and all changes to these in general, are the responsibility of the Board of Directors, with the assistance of the Remuneration Committee.

We should point out that we did not take the retribution policies of other companies as a reference in laying down the Remuneration Policies and Procedures.

(A) Bodies involved in the drafting and approval of the remuneration policies

On the basis of the procedure approved by Tod's S.p.A., the bodies involved in the adoption and implementation of the remuneration policies are as follows (in accordance with their respective responsibilities, which are established in line with the legislation and regulations in force and the recommendations set out in the Code of Self-discipline of quoted companies, July 2015 edition: a) the Shareholders' Meeting, b) the Board of Directors, c) the Remuneration Committee, d) the Delegated Bodies and e) the Board of Statutory Auditors.

On the matter of remuneration, the Shareholders' Meeting:

a) determines the payments due to the members of the Board of Directors and Executive Committee and the Statutory Auditors, pursuant to the terms of article 2364, paragraph 1, point 3, of the civil code. Such payments are established in such a way as to attract, retain and motivate persons in possession of the professional skills necessary to manage the Company in a successful manner;

b) votes – from year to year, at the time of the approval of the financial statements for or against the remuneration policy (as defined by the Board of Directors on the proposal of the Remuneration Committee) for the members of the administrative bodies,

general managers and other managers with strategic responsibilities, pursuant to the terms of article 123-ter, paragraph 6, of the T.U.F. The resolution passed in this way is not binding, and the results of the voting process have to made known to the market in accordance with the terms of article 125-quater, paragraph 2, of the T.U.F.;

c) receives appropriate information on the implementation of the payment policies;

d) resolves on remuneration plans based on financial instruments geared towards the directors, employees and collaborators, including managers with strategic responsibilities, pursuant to the terms of article 114-bis of the T.U.F.

The Board of Directors:

a) determines the remuneration due to the directors upon whom special mandates have been conferred, following consultations with the Board of Statutory Auditors, and upon the proposal of the Remuneration Committee;

b) upon the proposal of the Remuneration Committee, lays down the general policy for the remuneration of the directors – with particular reference to the executive directors and those upon whom special mandates have been conferred – and the managers with strategic responsibilities;

c) approves the remuneration report pursuant to the terms of article 123-ter of the T.U.F., which has to be published at least twenty one days prior to the Shareholders' Meeting as set forth in article 2364, paragraph 2, of the civil code;

d) draws up the remuneration plans based on shares or other financial instruments, with the assistance of the Remuneration Committee, and submits these to the Shareholders' Meeting for approval pursuant to the terms of article 114-bis of the T.U.F.;

e) implements the remuneration plans based on financial instruments upon the delegation of the Shareholders' Meeting, together with or assisted by the Remuneration Committee;

f) sets up a Remuneration Committee from within its members. One member of this Committee has to have appropriate knowledge of and experience in the area of finance, and the Board will assess the skills of that member at the time of appointment.

The Remuneration Committee:

a) presents its proposals for the remuneration of the executive directors and those with special mandates to the Board. Following consultations with the delegated bodies, it takes the necessary action to identify and set the performance objectives, on the basis of which the variable component of the payments due is calculated;

b) presents proposals to the Board of Directors on the policy for the remuneration of the Executive Directors, the directors with special mandates and the managers with strategic responsibilities;

c) assists the Board of Directors in drawing up and implementing the payment plans based on financial instruments;

d) assesses the suitability and effective application of the remuneration policy at regular intervals, making use of the information supplied by the delegated bodies if the assessment regards the remuneration of managers with strategic responsibilities;

e) presents proposals of all kinds on the matter of remuneration to the Board of Directors;

f) monitors the application of the decisions adopted by the Board of Directors on remuneration, with the assessment, among other factors, of the effective achievement of the performance targets and considers, if appropriate, the application of claw-back mechanisms;

g) reports to the Shareholders on its operating methods. For that purpose, it is recommended that the Chairman or another member of the Remuneration Committee attend the Annual Shareholders' Meeting;

h) when deemed necessary or useful to carry out its tasks, it may make use of outside consultants specialising in remuneration policies. Such consultants have to be independent, and should therefore carry out no significant operations on behalf of the Company's human resources department, the controlling shareholders or directors of the Company, or managers with strategic responsibilities. An assessment on the independence of the outside consultants is carried out by the Remuneration Committee before any mandate is conferred upon them.

The delegated bodies, that is, the members of the Board of Directors to whom powers have been delegated:

a) assist the Remuneration Committee in drawing up the proposals for the setting of the performance objectives linked to the payment of the variable salary components;

b) submit the draft payment plans based on financial instruments to the Remuneration Committee or, as the case may be, assist the Committee in drafting such plans;

c) provide the Remuneration Committee with all the useful information to enable this latter to assess the appropriate nature and the effective implementation of the remuneration policy, with particular reference to the payments due to managers with strategic responsibilities;

d) implement the remuneration policies adopted by the Company.

On the matter of remuneration, the Board of Auditors plays a consultancy role, by means of which:

a) it expresses the opinions required in law, with particular reference to the remuneration proposals for the directors upon whom special mandates have been conferred, pursuant to the terms of article 2389, paragraph 3, of the civil code. In expressing its opinions, it takes into account the consistency of the proposals put forward by the Remuneration Committee to the Board of Directors with the remuneration policy;

b) the Chairman of the Board of Auditors – or any other auditor nominated by this latter for the purpose – should attend the meetings of the Remuneration Committee, if possible.

(B) Remuneration Committee

The Board of Directors of Tod's S.p.A. has set up a Remuneration Committee from within its members, having consultative and recommendatory functions.

The Remuneration Committee consists of at least three members, the majority of whom have to be independent as described in article 3 of the Code of Self-discipline for quoted companies. The Board of Directors will ensure that at least one member of the Remuneration Committee has suitable knowledge of and experience in the area of finance and/or remuneration policies, as shall be determined by the Board at the time of appointment of the members.

During its meeting of 22 April 2015, following checks on their non-executive and independent positions in accordance with the legislation and the Code of Self-discipline, the Board resolved to appoint the Remuneration Committee for the three year period 2015-17, and up to the approval of the financial statements for the year ended 31 December 2017, made up of the non-executive, independent directors Luigi Abete (Chairman), Vincenzo Manes and Sveva Dalmasso .

In the course of its operations, the Remuneration Committee has the right of access to information and the Company bodies necessary to enable it to carry out its tasks, and may make use of outside consultants if authorised to do so by the Board of Directors.

During the financial year 2016, the Remuneration Committee discharged its consultative and recommendatory functions by, inter alia, (i) evaluating whether or not Managing Directors had, in actual fact, met their performance targets for the financial year 2015; (ii) assessing the adequacy, overall consistency and actual application of the

remuneration policy in the 2015 financial year; (iii) putting forward the proposal to the Board of Directors as to setting out and establishing the performance targets for the 2016 financial year for executive directors and directors who hold special positions; (iv) submitting a proposal for approval of the Board of Directors concerning the adoption of a phantom stock option plan reserved for the CEO Stefano Sincini and (v) submitting a proposal to the Board of Directors for the implementation of the phantom stock option plan, while approving its related implementing regulation. Finally, the Remuneration Committee assessed (vi) whether or not the delegated bodies had, in actual fact, met their assigned performance targets for 2016; (vii) the overall consistency and appropriateness of the Company's prevailing Remuneration Policies and Procedures, and the concrete implementation of the same during the financial year 2016. Further information and full description of the Committee's internal procedures are provided in the relevant section of the 2016 Report on Corporate Governance and the Company's Ownership Structure, filed, together with the Annual Financial Statements, pursuant to the same procedures followed in respect of this Report, and available for consultation on the Company's website www.todsgroup.com and through the authorised storage device at the address .

(C) Independent consultants

No contributions from outside independent consultants were sought in the drafting of the Remuneration Policies and Procedures.

(D) Aims and general principles of the Remuneration Policies and Procedures – Changes with respect to the previous financial year, if any

The current Remuneration Policies and Procedures were adopted by the Company on 11 November 2015 and were finally considered to be adequate by the Board of Directors, with

the help of the Remuneration Committee, at the meeting held on 14 March 2017. These Policies and Procedures are aimed at:

(i) laying down the methods for the determination of the payments due to the directors – and the executive directors in particular – and managers with strategic responsibilities of the Company, in accordance with the regulations which apply and national and international best practices, as reflected in the Code of Self-discipline;

(ii) identifying the parties and/or bodies involved in the adoption and implementation of the Remuneration Policies and Procedures, by proposing, resolving on and/or determining the payments due to the directors and managers with strategic responsibilities, expressing opinions on such matters, or assessing the correct implementation of the resolutions or decisions by the competent bodies;

(iii) guaranteeing maximum transparency on remuneration in dealings with existing or potential investors, by means of an appropriate explanation of (a) the decision making processes and (b) the inspiring criteria behind the Remuneration Policies and Procedures;

(iv) delegating responsibility to the various bodies involved in defining the payments due to the directors and managers with strategic responsibilities;

(v) guaranteeing remuneration capable of attracting, retaining and motivating persons with specific professional skills, to ensure the successful and competitive management of the Company.

By formalising the Remuneration Policies and Procedures, it is the Company's intention to ensure the correct structuring and implementation of the remuneration systems, and to make sure that the payments made – in particular - to the executive directors and managers with strategic responsibilities do not conflict with the Company's objectives and values, its medium to long term strategies and its prudent risk management policies.

The aim of the Remuneration Policies and Procedures is to ensure that the interests of the directors and managers with strategic responsibilities are in line with the achievement of the priority objective of creating value for the shareholders in the medium to long term, with the adoption of appropriate incentives, in cash or based on financial instruments, linked to the Company performance objectives. These incentives have to take into account the risks taken on and the capital necessary to conduct the Company business.

(E) Remuneration Policies and Procedures: fixed and variable components

In terms of the fixed and variable remuneration components, the Company Remuneration Policies and Procedure lay down the following.

As a general rule, the remuneration of the executive directors and managers with strategic responsibilities has an incentive nature and consists of two separate components: (i) a fixed and (ii) an annual variable component ("Management by Objectives" or "MBO"), this latter linked to the achievement of predetermined short-term performance objectives, which need not necessarily be of an economic nature, and may consist of cash payments (bonuses or other pecuniary incentives) or a share in the financial year profits.

The remuneration payable to executive directors and managers with strategic responsibilities may also include the allocation of medium/long-period variable remuneration component ("Long Term Incentive" or "LTI"), aimed at both their attainment of predetermined medium/long-term objectives and retaining the Group's key resources (retention). The LTI scheme provides for remuneration plans based on financial instruments and/or the payment of a cash remuneration (bonus or any other cash incentive) or a share of the profits reported for the financial year.

In implementing the incentives for the executive directors and balancing them against the prudent management of risks, the Board of Directors has to take the following aspects of the Remuneration Policies and Procedures into account: (i) the specific nature of the powers delegated to each executive director, and/or the tasks and roles of these latter within the Company, in such a way as to ensure that the variable components (MBO and/or LTI) are in line with the nature of the tasks allocated to them; (ii) the need to avoid that an incentive variable remuneration (MBO and/or LTI) be based on altered results or on results that later proved to be clearly incorrect.

As a general rule, the policy of Tod's S.p.A. lays down that the annual variable incentive component (MBO) and/or the medium/long-term variable remuneration component (LTI) are due to the members of the delegated bodies as they are granted delegated individual powers.

The remuneration due to the non-executive directors (including the independent directors) and the members of the non-delegated bodies is normally laid down on a fixed basis, and determined in proportion to the nature of the commitment effectively required of them, taking their membership of one or more committees into account.

The fixed remuneration payable to the non-executive directors (including the independent directors) and the members of the non-delegated bodies may consist of an 'absolute' sum or the payment of fees in exchange for their presence at the meetings which they are required to attend, committee meetings included.

If a proposal to that effect by the Remuneration Committee is approved by the Board of Directors, a minor component of the payments due to the non-executive directors may also be of a variable nature, linked to the economic results achieved by the Company.

The Chairman and Vice-Chairman of the Company are payable on a fixed basis, unless the Chairman and Vice-Chairman should also be in possession of delegated powers.

In implementing the Remuneration Policies and Procedures, the Board of Directors and Remuneration Committee may take into account the fact that a member of a delegated body is also a significant shareholder of the Company. The remuneration due to that party may therefore not be subject to any variable components, given that the position of significant shareholder is in itself an incentive to perform (solely for the purposes of the Remuneration Policies and Procedures, the expression significant shareholder means any shareholder accounting for at least 5% of the Company capital, directly or indirectly). No form of variable remuneration will be payable to the members of the Board of Statutory Auditors.

The Remuneration Policies and Procedures lay down that, as a general rule, the variable component has to be determined within the following ranges:

• for the delegated bodies, the variable component has to be no less than 30% and no more than 200% of the fixed component, taking into account (i) the specific nature of the powers conferred, and/or (ii) the effective tasks and role within the Company. The variable component may exceed these values if the Board of Directors should decide to adopt a fixed component which is of a reduced nature with respect to the market benchmark, as well as every time particularly challenging performance targets are set out (acting in consultation with the Remuneration Committee);

• for the managers with strategic responsibilities, the variable component will be no less than 10% and no more than 40% of the fixed component.

For the above purposes, the term fixed component means the total cash remuneration received by the executive director in exchange for the mandate held (the so-called "corporate relationship" within the Company: director's fees, Chairman or Vice-Chairman's fees, fees for attending meetings, etc.), in addition to the payments received for the offices held within the Group (the Group "corporate relationship") and, where applicable, the total gross fixed remuneration payable for the employment relationship within the Company and Group (the so called "employment relationship" either within the Company and the Group).

The fees for attendance at the Board meetings and any lump sum expense refunds also form part of the fixed component.

As laid down in the company's Remuneration Policies and Procedures, the fixed component must in any case provide sufficient remuneration for the service rendered in the event of non-payment of the short-term variable component due to failure to achieve the performance objectives laid down by the Board of Directors.

The same principles apply to the determination of the payments due to managers with strategic responsibilities by the delegated bodies or any other relevant party. It is also possible to award medium/long-term variable remuneration components (LTI) to Delegated Bodies and Managers with strategic responsibilities), to be set out - including by means of parameters that are larger than and/or different from those envisaged for shortterm variable components – by taking account of the following elements: (i) the functions and duties actually performed within the Company; (ii) the ability to contribute to the Company's and Group's development; (iii) the amount of total fees received; and (iv) loyalty and retention requirements.

The current Remuneration Policies and Procedures distinguish between short term and medium to long term variable components; The former components are linked to general objectives that are predetermined, measurable and linked to the creation of value for the shareholders over a period of time which is normally no less than twelve months; medium/long-term variable remuneration components are linked to general objectives that are predetermined, measurable and linked to the creation of value for the shareholders over a medium/long-term period of time which is normally no less than thirty months (LTI). The medium-long-term variable remuneration components are set out – including by means of parameters that are larger than and/or different from those referred to above with regard to short-term variable components – by taking account of the following

elements: (i) the functions and duties actually performed within the Company; (ii) the ability to contribute to the Company's and Group's development; (iii) the amount of total fees received; and (iv) loyalty and retention requirements.

. In any case, in order to avoid that variable remuneration components are based on altered results or on results that later proved to be clearly incorrect, claw-backs mechanisms are envisaged in accordance with the principles set out in paragraph G) below.

(F) Non-pecuniary benefits

The Remuneration Policies and Procedures lay down that the directors and managers with strategic responsibilities may be entitled to non-pecuniary benefits – such as company cars – in accordance with and in proportion to the nature of the objectives pursued by them.

(G) Performance objectives and other parameters

On the basis of the current Remuneration Policies and Procedures, the short-term variable components allocated to the delegated bodies and managers with strategic responsibilities have to be linked to general objectives which are predetermined, measurable and linked to the creation of value for the shareholders over a period of time which is normally no less than twelve months. However, they may also receive medium/long-term variable remuneration components linked to general objectives which are predetermined, measurable and linked to the creation of value for the shareholders over a medium/longterm period which is normally no less than thirty months.

The performance objectives may vary in nature, in accordance with the tasks and roles allocated.

The short-term variable components (MBO) allocated to the delegated bodies responsible for the development and expansion of the Company business are normally linked to the economic, capital and financial key financial figures of the Tod's Group as a whole, including but not necessarily limited to the EBITDA, turnover and net financial position. The short-term variable components (MBO) allocated to the delegated bodies carrying out administrative and control duties and the managers with strategic responsibilities are normally linked to specific targets which take the nature of the roles and tasks in question into account.

In setting out the targets – including on a combined basis – the Board of Directors shall take account of the principle of prudence in risk management. While allocating variable remuneration components, the Board of Directors, on the proposal of the Remuneration Committee, may link the change in the results to the payment of the short-term variable remuneration (MBO), according to a present range.

In any case, the same person may also receive more than one short-term variable remuneration component (MBO) linked to the attainment of different performance targets. Medium/long-term variable components (LTI) may be linked to both the achievement of predetermined performance targets in terms of financial position, results of operations and cash flows of the TOD'S Group as a whole in the medium/long-term and an increase in the Tod's share price on the stock exchange, as well as to different, predetermined specific objectives (e.g. the achievement of a specific strategic result) and – with a view to loyalty and retention – to a certain length of service with the Company.

In any case, these objectives will be set out by the Board of Directors by taking account of (i) the functions and duties actually performed within the Company, as well as ii) the ability to contribute to the Company's and Group's development..

In special cases, the performance objectives may also be of an individual/qualitative nature (and therefore linked to a qualitative operating assessment, which is not necessarily linked to the achievement of the performance objectives)..

The Remuneration Policies and Procedures lay down that if the target (both for MBO and LTI) is not achieved due to extraordinary and/or unforeseeable factors, the Remuneration Committee may, in exceptional cases and by unanimous agreement, express a positive judgment on the performance and propose to the Board of Directors that the variable component (MBO and/or LTI) be paid, in full or in part.

The payment of the variable components of the remuneration may also be linked to other incentive and/or loyalty parameters, such as the completion of determined periods of service within the Company.

In exceptional cases and on a non-recurring-basis, it will be possible to also allocate – including at a later time - bonuses and one-off payments, on a discretionary basis, to delegated bodies and managers with strategic responsibilities, in relation to the attainment or the methods of attainment of specific objectives (other than those set out for the payment of variable remuneration components), which are attained through extraordinary individual contributions.

It should also be pointed out that, given the nature of the business conducted by Tod's S.p.A., any delay in the payment of a portion of the variable components (MBO/LTI) of the remuneration has not been considered to be a critical element for the purposes of a correct management of corporate risks within the context of the preparation of the Group's Remuneration Policies and Procedures; vice versa, while assigning variable remuneration components and related targets (and, therefore, as the case may be, within the framework of a Board of Directors' resolution and/or the completion of a contractual arrangement), the Company establishes claw-back mechanisms which are consistent with the following principles:

(i) if, within a period of three years from the payment of a variable component (MBO and/or LTI), it is found that such component was received on the basis of data that have been fraudulently altered or that are clearly incorrect, the Company is entitled to demand the return of the amounts it has paid out;

(ii) if, within a period of three years from the payment of a variable component (MBO and/or LTI), it is found that such component was received through fraudulent conduct or gross negligence in breach of the law, regulations or corporate procedures, the Company is entitled to demand the return of the amounts it has paid out;

(iii) for the purposes of the foregoing provisions, the assessment as to whether there exist a fraudulent conduct and/or material breaches is the responsibility of the Independent Directors Committee and of the Board of Statutory Auditors, which will meet and jointly resolve on the matter, under the chair of the eldest Independent Director;

(iv) the Company is entitled to offset any amounts being requested for refund against such amounts as may be payable for any reason whatsoever to the beneficiary of a variable remuneration (MBO and/or LTI); in such case, any offsetting scheme shall be effective, after having assessed whether there exist a fraudulent conduct and/or material breaches pursuant to point (iii) above, as from the date of a notice given by the Company to the other party as to the exercise of its power to offset amounts; this shall apply without prejudice to any other action provided for by law for the purpose of protecting the corporate assets and interests, also in terms of the reputation and image of the Company.

(H) Criteria adopted to assess the performance objectives

As mentioned above, the remuneration policy adopted by the Tod's Group identifies different objectives, in accordance with the tasks and roles allocated to the individuals within the Company. The short-term variable components allocated to the delegated bodies responsible for the development and expansion of the Company business are as a rule linked to the economic, capital and financial performance of the Group, as described above. The short-term variable components allocated to the delegated bodies who carry out an administrative or controlling role and the managers with strategic responsibilities are

generally linked to specific targets which take the nature of the roles and tasks assigned to them into account.

As mentioned, the objectives whose attainment is linked to the payment of medium/longterm variable components shall also be set out by taking account (i) the functions and duties actually performed within the Company, as well as (ii) the ability to contribute to the Company's and Group's development.

(I) Consistency of the policy with the pursuit of the long term interests of Tod's and the risk management policy

The Board of Directors has adopted a remuneration policy based on criteria which we believe are consistent with the pursuit of the short, medium and long term interests of the Company, and in line with the principles of prudent risk management, including the following: (i) the setting of predetermined, measurable objectives to which the variable remuneration components (MBO and/or LTI) are linked, (ii) objectives whose nature vary in accordance with the tasks and roles performed within the Company by those subject to variable remuneration components, (iii) as a general rule, no variable remuneration components are payable to the non-executive and independent directors, (iv) suitably balanced parameters are laid down for the determination of the short-term variable components within a range in proportion to the fixed salaries paid at Group level; (v) the objectives are set, as regards short-term variable remuneration components, for periods of no less than twelve months (the minimum deemed appropriate and consistent with the trend of the market in which the Tod's Group operates), while, as regards medium/longterm variable remuneration components, for periods of no less than thirty months; (vi) the provision for claw-back mechanisms aimed at avoiding that an incentive variable remuneration payable to executive directors and managers with strategic responsibilities be based on altered results or on results that later proved to be clearly incorrect.

(J)-(K) Payment plans pursuant to the terms of article 114-bis of the T.U.F.: vesting period, lock-up, retrospective correction mechanisms

The Remuneration Policies and Procedures lay down that remuneration plans based on financial instruments are drawn up by the Board of Directors with the assistance of the Remuneration Committee and approved by the Shareholders' Meeting. For this reason, such plans are normally geared towards:

(i) executive directors of the Company and its parent and controlled companies,

(ii) managers with strategic responsibilities, and other employees and collaborators (not necessarily in possession of employment contracts) of the Company and its parent and controlled companies.

No remuneration in the form of shares (or other financial instruments) is due to the nonexecutive directors, unless otherwise resolved by the Shareholders' Meeting on the basis of just motives.

In drawing up the plans, the Board of Directors has to adopt the following criteria:

a) a period of vesting lasting for a given number of years applies,

b) the entitlement of the right on completion of the vesting period is normally subject to predetermined, measurable performance objectives,

c) the plans have to be structured in such a way as to pursue the objective of creating loyalty. This may involve the adoption of such mechanisms as share retention, for example (the obligation to reinvest a quota of the premiums allocated in Company shares, etc.).

The maintenance periods and the specific criteria to be used to determine these will be laid down by the Board of Directors from time to time, with the assistance of the Remuneration Committee, and will be submitted to the Shareholders' Meeting for approval pursuant to the terms of article 114-bis of the T.U.F..

As at the date of approval of this Report a remuneration plan was in place, which was based on financial instruments pursuant to Article 114-bis of the T.U.F., and specifically the Phantom Stock Option Plan (approved by the Shareholders' Meeting on 20 April 2016 and subsequently implemented by the Board of Directors, with the help of the Remuneration Committee), and which was reserved for the CEO Stefano Sincini, concerning the free award of 33,000 phantom stock options, i.e. personal options, non-transferable between living persons, which grant the beneficiary the right to be paid an amount of money that corresponds to the positive difference between the final price of Tod's share (equal to the arithmetic mean of the official Tod's share prices in the month following the approval of the consolidated financial statements for the 2018 financial year, i.e. from the date of the approval of the consolidated financial statements for the 2018 financial year to the same date in the subsequent month, these dates being included) and its grant price ("virtual strike price", equal to Euro 121.40), multiplied by the number of virtual options granted (33 thousand). Should the final price be equal to or less than the grant price, the Phantom Stock Option Plan will not give rise to any payment of fees.

Virtual options have a vesting period that lasts from the date on which the virtual options are awarded to the end of the date of the month following the approval of the 2018 consolidated financial statements, i.e. the date on which the Board of Directors approves the abovementioned consolidated financial statements (e.g. 12 April 2019, if the 2018 consolidated financial statements is approved by the Board on 12 March 2019).

The right granted to the CEO Stefano Sincini to be paid the amount of money is subject to (i) the maintenance of the relevant administration relationship with the Tod's Group until the end of the 2018 financial year (31 December 2018) and (ii) the existence of a positive difference between the final value and the grant price.

Virtual options shall be exercised automatically: at the end of the vesting period and subject to the fulfilment of the vesting conditions, the Company will pay the bonus (if any) to the beneficiary, which shall be paid within 30 days after the end of the vesting period.

In accordance with the current Remuneration Policies and Procedures and in compliance with the Information Document submitted to the Shareholders' Meeting held on 20 April 2016, the implementing regulation of the Phantom Stock Option Plan lays down specific claw-back clauses, which provide for the beneficiary to repay the bonus to the Company in the following cases:

(i) should it emerge, within the time limit of three years from the payment of the bonus, that the same was earned on the basis of data that have been altered as a result of the beneficiary's wilful misconduct or are manifestly wrong (therefore, when it results that the share's final price was affected by data – including the consolidated results for the 2018 financial year - that have been altered as a result of wilful misconduct or are manifestly wrong);

(ii) should it emerge, within the time limit of three years from the payment of the bonus, that the same was earned as a result of the beneficiary's fraudulent conduct or gross negligence in breach of provisions of laws, regulations or corporate procedures.

In accordance with the current Remuneration Policies and Procedures, the assessment of whether the claw-back conditions have been fulfilled is the responsibility of the Committee of Independent Directors and of the Board of Statutory Auditors, which will meet and pass resolutions on the matter as a collective body under the chairmanship of the eldest independent Director.

The tables reported at the foot of this Report provide the information required by Article 84-bis, paragraph 5, letter a), of the Issuers' Regulation and Schedule 7 of Annex 3A of the Issuers' regulation relating to the abovementioned Phantom Stock Option Plan.

For any additional information, reference should be made to the Information Document attached to the Board of Directors' Report prepared pursuant to Article 125-ter of the T.U.F., which was made available from 9 March 2016 at the registered office, on the Company's website at the address www.todsgroup.com and through the authorised storage device at the address .

(L) Severance payments

The Remuneration Policies and Procedures lay down first and foremost that the payments due in the event of termination of the working relationship are subject to the terms of the relevant national collective bargaining employment contract in force, as applicable to the employment relationship in question ( "employment relationship"). With regard to the position of director ("corporate relationship"), the Board may lay down specific indemnities, in the Company's interest, in the case of termination of the relationship in advance or nonrenewal. If the Board of Directors should decide to adopt specific indemnities in the Company's interest (such as an indemnity in exchange for the stipulation of noncompetition agreements) or to stipulate specific consultancy contracts with the administrator no longer in office, such decisions have to be taken in line with the medium to long term strategy, values and interests of the Tod's Group and will in any case take the following guiding principles into account:

(i) the indemnity cannot be paid if the termination of the working relationship with the director is due to failure to achieve acceptable results (except in the case of noncompetition agreements);

(ii) any consultancy contracts will be limited to predetermined periods of time and the aspects strictly necessary in the interests of the Company, with a view to guaranteeing continuity of action for the efficient and effective management of the Group;

(iii) other than in exceptional circumstances, the payments due to the director will not exceed the global remuneration received by this latter over a period of 24 months in the course of the working relationship;

(iv) the Company shall disclose, by means of a specific press release to the market and according to the procedures from time to time provided for by the regulations in force, any detailed information on the allocation or payment of indemnities on termination of office and/or of the relationship with an executive director or a general manager, in accordance with the principles set out in the Code of Self-Discipline of Listed Companies.

There are no specific criteria of correlation between any severance payments and the Company performance.

(M) Insurance cover

The Company takes out insurance cover and may take out social security or pension cover other than those which are compulsory in law. Such cover will in any case be in accordance with the nature of and in proportion to the objectives pursued.

On the date of approval of this report, no social security or pension cover other than that which is compulsory in law is in place. The Company has stipulated a Directors & Officers insurance policy which covers the directors, statutory auditors, general managers, executives with strategic responsibilities and in any case the key figures at the Company and its controlled and affiliated companies in the event of third party liability due to negligence or misconduct in the performance of their duties.

(N) Independent directors, Committee members and directors invested with specific tasks and functions.

As already noted, under prevailing Remuneration Policies and Procedures, the emoluments of non-executive directors, including independent directors, is generally established on a fixed lump-sum basis, in light of the actual commitment required for the discharge of their

duties, taking due account of, inter alia, their attendance at one or more Committee meetings.

The fixed, lump-sum emoluments of non-executive directors who also sit on one or more of the Committees set up within the Board of Directors, includes pre-established attendance fees payable subject to attendance at Committee meetings.

Where warranted in the Company's interest, an insignificant portion of the emoluments of non-executive directors may also comprise a variable component, linked to the Company's economic performance, but only subject to a decision, duly supported by a statement of grounds, adopted by the Board of Directors at the behest of the Remuneration Committee. The emoluments of directors invested with specific task and functions (Chairman, Vice-Chairperson(s), etc.) are established by the Board of Directors at the motion of the Remuneration Committee, and upon hearing the opinion of the Board of Statutory Auditors, in accordance with article 2389, paragraph 3, of the Italian Civil Code, and generally comprise a fixed, lump-sum amount, save in the case of directors who are also invested with delegated Board powers and/or functions, on an individual basis.

§ § §

SECTION II

This section, namely for the members of the administrative and control bodies and the general manager:

a) presents a true and fair view of each of the items comprising the aforesaid emoluments, with specific emphasis on compliance with the Remuneration Policies and Procedures described in the first section of this Report;

b) provides a breakdown of the emoluments paid by the Company and its subsidiaries and associated undertakings, to the abovementioned directors, officers and executives in 2016, for any reason or cause, and in any manner or form whatsoever.

No other executives with strategic responsibilities work for the Company who received, during the financial year in question, aggregate fees exceeding the higher remuneration paid to directors.

Therefore, any disclosure of information will be in aggregate form for executives with strategic responsibilities.

§ § §

PART ONE

The details of the payments made to the members of the administrative and control bodies, the general manager and the other managers with strategic responsibilities, as well as of the remuneration plans based on financial instruments, in the 2016 financial year are set out in the tables reported below.

The remuneration payable to the members of the Board of Directors and Executive Committee is determined by the Shareholders' Meeting in accordance with the terms of article 2364 of the civil code, in addition to which they are entitled to payments for taking

part in each board meeting, the amount of which is also determined by the Shareholders' Meeting at the time when the appointments are made.

The additional components of remuneration payable to board members consist of: (i) payments for special mandates under the terms of article 2389, paragraph 3, of the civil code (Diego Della Valle, Andrea Della Valle, , Emilio Macellari and Stefano Sincini); (ii) payments for mandates within Group companies (Stefano Sincini); (iii) payments for professional services (Maurizio Boscarato, Emilio Macellari and Michele Scannavini), and (iv) payments for membership of the Control Body (Luigi Cambri); (v) remuneration for the members of the Committees set up within the Board of Directors.

In line with the Company's Remuneration Policies and Procedures, the fees due to delegated bodies (Diego Della Valle, Andrea Della Valle, Emilio Macellari and Stefano Sincini), as well as to managers with strategic responsibilities, are made up of fixed amounts and variable cash components payable subject to the attainment of pre-established performance targets set by the Board of Directors, acting in consultation with the Remuneration Committee, in respect of Board members invested with delegated powers, and by the latter, with regard to managers with strategic responsibilities.

It must be pointed out that the short-term variable components assigned for the 2016 financial year have not yet been earned and, therefore, they will not be paid.

The emoluments of the non-delegated bodies and non-executive directors, are established on a fixed, lump-sum basis.

The members of the Board of Statutory Auditors also receive a fee determined by the Shareholders' Meeting at the time when the appointments are made (a member of the Board of Statutory Auditors is also a member of the Control Body). Pursuant to Remuneration Policies and Procedures, members of the Board of Statutory Auditors do not receive any form of variable remuneration.

Please also note that:

• a phantom stock option plan is in place, which is reserved for the CEO Stefano Sincini and is linked to the rise in the value of Tod's shares over a medium- to long-term time horizon, the long-term vesting period of which will expire after one month from the date on which the Board of Directors will approve the consolidated financial statements for the 2018 financial year; this plan constitutes a medium/long-term variable component of the fees payable to the CEO Stefano Sincini, and is aimed at linking a portion of his remuneration to the rise in the value of the Tod's share in the regulated market over a medium- to long-term time horizon, to the benefit of the majority of Shareholders;

• there are currently no specific agreements in force on severance payments, the maintenance or allocation of non-pecuniary benefits in the event of termination of the working relationship, payments for non-competition agreements, or agreements for the stipulation of consultancy contracts for the period subsequent to the termination of the working relationship.

PART TWO

Payments made to the members of the administrative and control bodies, general managers and other executives with strategic

responsibilities

A	B	C	D	1	2	3		4	5	6	7	8
Name and s urname	Office	Period for	Office expiry	Fixed	Compens ation	Variable non equity compens ation		Non	Other	Total	Fair value of	Severance
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n (note 1)	participation			benefits			compensa	of office or
											tion	termination of
												employment
						Bonus and other	Profit s haring
						incentives
DIEGO DELLA VALLE	Chairman & CEO	2015-2017	31.12.17
(1) Compens ation in the company preparing the financial s tatement				1.832.100	9.000					1.841.100
(2) Compens ation from s ubs idiaries and as sociates
(3) Total				1.832.100	9.000					1.841.100

Note (1) - Details of fixed compensation

Compens ation for the office	30.000
Compens ation for specific offices pursuant to art. 2389, par. 3 Italian C.C.	1.800.000
Attendance tokens	2.100
Total	1.832.100

A	B	C	D	1	2		3	4	5	6	7	8
Name and s urname	Office	Period for	Office expiry	Fixed	Compens ation		Variable non equity compens ation	Non	Other	Total	Fair value of	Severance
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n (note 1)	participation			benefits			compensa	of office or
											tion	termination of
												employment
						Bonus and other	Profit s haring
						incentives
ANDREA DELLA VALLE	Vice-chairman & CEO	2015-2017	31.12.17
(1) Compens ation in the company preparing the financial s tatement				1.231.800	8.700					1.240.500
(2) Compens ation from s ubs idiaries and as sociates
(3) Total				1.231.800	8.700					1.240.500

Compens ation for the office	30.000
Compens ation for specific offices pursuant to art. 2389, par. 3 Italian C.C.	1.200.000
Attendance tokens	1.800
Total	1.231.800

A	B	C	D	1	2		3	4	5	6	7	8
Name and surname	Office	Period for	Office expiry	Fixed	Compensation	Variable non equity compens ation		Non	Other	Total	Fair value of	Severance
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	participation			benefits			compens a	of office or
											tion	termination of
												employment
						Bonus and other	Profit s haring
						incentives
LUIGI ABETE	Director	2015-2017	31.12.17
(1) Compensation in the company preparing the financial statement				30.900	8.100,00					39.000,00
(2) Compensation from s ubs idiaries and as s ociates
(3) Total				30.900	8.100,00					39.000,00

A	B	C	D	1	2	3		4	5	6	7	8
Name and surname	Office	Period for	Office expiry	Fixed	Compensation	Variable non equity compens ation		Non	Other	Total	Fair value of	Severance
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	participation			benefits			compens a	of office or
											tion	termination of
												employment
						Bonus and other	Profit s haring
						incentives
MAURIZIO BOSCARATO	Director	2015-2017	31.12.17
(1) Compensation in the company preparing the financial statement				32.100	9.900				220.000	262.000
(2) Compensation from s ubs idiaries and as s ociates
(3) Total				32.100	9.900				220.000	262.000

(*) Professional consultancy

A	B	C	D	1	2		3	4	5	6	7	8
Name and surname	Office	Period for	Office expiry	Fixed	Compensation	Variable non equity compens ation		Non	Other	Total	Fair value of	Severance
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	participation			benefits	(*)		compens a	of office or
											tion	termination of
												employment
						Bonus and other	Profit s haring
						incentives
LUIGI CAMBRI	Director	2015-2017	31.12.17
(1) Compensation in the company preparing the financial statement				32.100	9.900,00				9.000	51.000,00
(2) Compensation from s ubs idiaries and as s ociates
(3) Total				32.100	9.900,00				9.000	51.000,00

(*) President of Supervisory body

A	B	C	D	1	2		3	4	5	6	7	8
Na me a nd s urna me	Office	Period for	Office expiry	Fixed	Compensa tion	Varia ble non equity compens ation		Non	Other	Tota l	Fair value of	Severance
		which office		compens atio	for committee			moneta ry	remunera tion		equity	indemnity for end
		wa s held		n	pa rticipa tion			benefits			compensa -	of office or
											tion	termina tion of
												employment
						Bonus a nd other	Profit sharing
						incentives
LUCA C. DI MONTEZEMOLO	Director	2015-2017	22.01.2016
(1) Compens ation in the compa ny preparing the financial sta tement				1.803						1.803
(2) Compens ation from s ubsidiaries and as socia tes
(3) Tota l				1.803						1.803

A	B	C	D	1	2		3	4	5	6	7	8
Na me a nd s urna me	Office	Period for	Office expiry	Fixed	Compensa tion		Varia ble non equity compens ation	Non	Other	Tota l	Fair value of	Severance
		which office		compens atio	for committee			moneta ry	remunera tion		equity	indemnity for end
		wa s held		n	pa rticipa tion			benefits			compensa -	of office or
											tion	termina tion of
												employment
						Bonus a nd other	Profit sharing
						incentives
EMANUELE DELLA VALLE	Director	2015-2017	31.12.17
(1) Compens ation in the compa ny preparing the financial sta tement				30.600						30.600
(2) Compens ation from s ubsidiaries and as socia tes
(3) Tota l				30.600						30.600

A	B	C	D	1	2		3	4	5	6	7	8
Na me a nd s urna me	Office	Period for	Office expiry	Fixed	Compensa tion	Varia ble non equity compens ation		Non	Other	Tota l	Fair value of	Severance
		which office		compens atio	for committee			moneta ry	remunera tion		equity	indemnity for end
		wa s held		n (note 1)	pa rticipa tion			benefits	(*)		compensa -	of office or
											tion	termina tion of
												employment
						Bonus a nd other	Profit sharing
						incentives
EMILIO MACELLARI	Director	2015-2017	31.12.17
(1) Compens ation in the compa ny preparing the financial sta tement				232.100	9.000				480.000	721.100
(2) Compens ation from s ubsidiaries and as socia tes				15.000						15.000
(3) Tota l				247.100	9.000				480.000	736.100

(*) Professional consultancy

Compens ation for the office	30.000
Compens ation for s pecific offices purs ua nt to art. 2389, pa r. 3 Italian C.C.	200.000
Attenda nce tokens	2.100
Tota l	232.100

A	B	C	D	1	2	3		4	5	6	7	8
Name and surname	Offi ce	Period for	Office expi ry	Fixed	Compensation		Vari able non equity compensati on	Non	Other	Total	Fai r value of	Severance
		whi ch offi ce		compensati o	for commi ttee			monetary	remuneration		equity	i ndemni ty for end
		was held		n	participati on			benefits			compensa	of offi ce or
											ti on	termi nati on of
												employment
						Bonus and other	Profi t shari ng
						i ncenti ves
PIERFRANCESCO SAVIOTTI	Di rector	2015-2017	31.12.17
(1) Compensati on i n the company preparing the fi nancial statement				31.200	7.800,00					39.000,00
(2) Compensati on from subs idiaries and as sociates
(3) Total				31.200	7.800,00					39.000,00

A	B	C	D	1	2	3		4	5	6	7	8
Name and surname	Offi ce	Period for	Office expi ry	Fixed	Compensation		Vari able non equity compensati on	Non	Other	Total	Fai r value of	Severance
		whi ch offi ce		compensati o	for commi ttee			monetary	remuneration		equity	i ndemni ty for end
		was held		n (note 1)	participati on			benefits			compensa	of offi ce or
											ti on	termi nati on of
												employment
						Bonus and other	Profi t shari ng
						i ncenti ves
STEFANO SINCINI	Director & CEO	2015-2017	31.12.17
(1) Compensati on i n the company preparing the fi nancial statement				964.330	9.000			3.570		976.900,00
(2) Compensati on from subs idiaries and as sociates				111.000						111.000
(3) Total				1.075.330,00	9.000			3.570		1.087.900,00

Compensation for the office	30.000
Compensation for specifi c offi ces pursuant to art. 2389, par. 3 Itali an C.C.	416.000,00
Attendance tokens	2.100
Retri buti on from employement	516.230
Total	964.330,00

A	B	C	D	1	2		3	4	5	6	7	8
Name and surname	Offi ce	Period for	Office expi ry	Fixed	Compensation		Vari able non equity compensati on	Non	Other	Total	Fai r value of	Severance
		whi ch offi ce		compensati o	for commi ttee			monetary	remuneration		equity	i ndemni ty for end
		was held		n	participati on			benefits			compensa	of offi ce or
											ti on	termi nati on of
												employment
						Bonus and other	Profi t shari ng
						i ncenti ves
VINCENZO MANES	Di rector	2015-2017	31.12.17
	(1) Compensati on i n the company preparing the fi nancial statement				16.200,00					47.400,00
(2) Compensati on from subs idiaries and as sociates
(3) Total					16.200,00					47.400,00

A	B	C	D	1	2		3	4	5	6	7	8
Name and surname	Office	Period for	Office expiry	Fi xed	Compensation	Vari able non equi ty compensation		Non	Other	Total	Fai r value of	Severance
		whic office		compensatio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	partici pation			benefits	(*)		compensa	of office or
											tion	termination of
												employment
						Bonus and other	Profit sharing
						i ncenti ves
MICHELE SCANNAVINI	Director	2015-2017	31.12.17
	(1) Compensation in the company preparing the financial statement								97.500	129.600,00
(2) Compensation from subsidi aries and associates
(3) Total									97.500	129.600,00

A	B	C	D	1	2		3	4	5	6	7	8
Name and surname	Office	Period for	Office expiry	Fi xed	Compensation	Vari able non equi ty compensation		Non	Other	Total	Fai r value of	Severance
		which office		compensatio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	partici pation			benefits			compensa	of office or
											tion	termination of
												employment
						Bonus and other	Profit sharing
						i ncenti ves
CINZIA OGLIO	Director	2015-2017	31.12.17
	(1) Compensation in the company preparing the financial statement			179.700,00		35.424,00		2.880,00		218.004,00
(2) Compensation from subsidi aries and associates
(3) Total						35.424,00		2.880,00		218.004,00

Compensation for the office	30.000,00
Attendance tokens	2.100
Retribution from employement	147.600,00
Total	179.700,00

A	B	C	D	1	2	3		4	5	6	7	8
Name and surname	Office	Period for	Office expiry	Fi xed	Compensation	Vari able non equi ty compensation		Non	Other	Total	Fai r value of	Severance
		which office		compensatio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	partici pation			benefits			compensa	of office or
											tion	termination of
												employment
						Bonus and other	Profit sharing
						i ncenti ves
ROMINA GUGLIELMETTI	Director	2015-2017	31.12.17
	(1) Compensation in the company preparing the financial statement			32.100,00	17.700,00					49.800,00
(2) Compensation from subsidi aries and associates
(3) Total					17.700,00					49.800,00

A	B	C	D	1	2		3	4	5	6	7	8
Name a nd s urname	Offi ce	Period for	Office expiry	Fixed	Compensa tion	Variabl e non equity compensa tion		Non	Other	Tota l	Fair value of	Severa nce
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	pa rticipa tion			benefits			compensa -	of office or
											tion	termina tion of
												employment
						Bonus and other	Profit s ha ring
						incentives
SVEVA DALMASSO	Director	2015-2017	31.12.17
	(1) Compensa tion in the compa ny preparing the financia l s tatement			32.100	8.400,00					40.500,00
(2) Compensa tion from subs idia ries a nd as s ociates
(3) Total					8.400,00					40.500,00

A	B	C	D	1	2		3	4	5	6	7	8
Name a nd s urname	Offi ce	Period for	Office expiry	Fixed	Compensa tion	Variabl e non equity compensa tion		Non	Other	Tota l	Fair value of	Severa nce
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	pa rticipa tion			benefits	(*)		compensa -	of office or
											tion	termina tion of
												employment
						Bonus and other	Profit s ha ring
						incentives
	Cha irma n of the Boa rd of
GIULIA PUSTERLA	s ta tutory auditors	2016-2018	31.12.18
	(1) Compensa tion in the compa ny preparing the financia l s tatement									90.000,00
(2) Compensa tion from subs idia ries a nd as s ociates
(3) Total										90.000,00

A	B	C	D	1	2	3		4	5	6	7	8
Name a nd s urname	Offi ce	Period for	Office expiry	Fixed	Compensa tion	Variabl e non equity compensa tion		Non	Other	Tota l	Fair value of	Severa nce
		which office		compens atio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	pa rticipa tion			benefits			compensa -	of office or
											tion	termina tion of
												employment
						Bonus and other	Profit s ha ring
						incentives
ENRICO COLOMBO	Statutory a udi tor	2016-2018	31.12.18
	(1) Compensa tion in the compa ny preparing the financia l s tatement								9.000	69.000,00
(2) Compensa tion from subs idia ries a nd as s ociates				38.925,00						38.925,00
(3) Total									9.000	107.925,00

(*) Member of Supervisory body

A	B	C	D	1	2		3	4	5	6	7	8
Na me and surname	Office	Period for	Office expiry	Fixed	Compensation	Variabl e non equity compens ation		Non	Other	Total	Fair value of	Severa nce
		which office		compensatio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	participation			benefits			compens a	of office or
											tion	termination of
												employment
						Bonus and other	Profit s haring
						incentives
FABRIZIO REDAELLI	Statutory auditor	2016-2018	31.12.18
	(1) Compens ation in the company prepa ring the financial statement			60.000,00						60.000,00
(2) Compens ation from subsidiaries and as socia tes
(3) Total										60.000,00

A	B	C	D	1	2		3	4	5	6	7	8
Na me and surname	Office	Period for	Office expiry	Fixed	Compensation	Variabl e non equity compens ation		Non	Other	Total	Fair value of	Severa nce
(include Genera l ma nager)		which office		compensatio	for committee			monetary	remuneration		equity	indemnity for end
		was held		n	participation			benefits			compens a	of office or
											tion	termination of
												employment
						Bonus and other	Profit s haring
						incentives
Executives with s trategic
responsa bilities	-	-	-
(1) Compens ation in the company prepa ring the financial statement				909.690	9.000	63.000		6.470		988.160
(2) Compens ation from subsidiaries and as socia tes				126.000						126.000,00
(3) Total					9.000	63.000		6.470		1.114.160,00

ADMINISTRATIVE BODY, GENERAL MANAGERS AND OTHER EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

			Fin a n c ia l in s tru me n ts a s s ig n e d d u rin g p re vio u s ye a rs a n d n o t ve s te d	d u rin g th e ye a r		Fin a n c ia l in s tru me n ts a s s ig n e d d u rin g th e ye a r		Fin a n c ia l in s tru me n ts ve s te d d u rin g th e ye a r a n d n o t a s s ig n e d	Fin a n c ia l in s tru me n ts ve s te d d u rin g th e	ye a r a n d a b le to b e a s s ig n e d	Fin a n c ia l in s tru me n ts o f th e ye a r
A	B	(1)	(2 )	(3 )	(4 )	(5 )	(6 )	(7 )	(8 )	(9 )	(10 )	(11)	(12 )
Na me a nd surna me	Offic e	P la n	Numbe r a nd type of	Ve sting pe riod	Numbe r a nd type of	Fa ir va lue on	Ve sting pe riod	Assignme nt da te	Ma rke t pric e on	Numbe r a nd type of	Numbe r a nd type of	Va lue on the	Fa ir va lue
S TEFANO S INCINI	Ma na ging Dire c tor of Tod's S pA		fina nc ia l instrume nts		fina nc ia l instrume nts	a ssignme nt da te			the a ssignme nt da te	fina nc ia l instrume nts	fina nc ia l instrume nts	ve sting da te
(I)Compe nsa tion in the c ompa ny pre pa ring the fina nc ia lsta te me nt		Phantom stock option plan approved by the Shareholder's Meeting on 20 April 2016	-	-	33.000 phantom stock options	Euro 0,585	month One the following approval of the consolidated financial statements for the 2018 financial year	14/09/2016	Euro 51,30	-	-	-	€ 2.143,22
(II)Compe nsa tion from subsidia rie s a nd a ssoc ia te s		P la n A (da te of re le va nt re solution)	-	-	-	-	-	-	-	-	-	-	-
(III)Tota l													€ 2.143,22

REMUNERATION PLANS BASED ON FINANCIAL INSTRUMENTS

Table 1 of Schedule 7 of Annex 3A attached to the Issuers' regulation

Date: 14 March 2017

					BOX 1
					Financial instruments other than	stock options
Name and surname or category	Office	New allocation of	phantom stock option		Section 2 September 14, 2016			as approved by the Shareholder's meeting on April 20, 2016 and applied by the Board of Directors on
		Date of meeting resolution	Type of financial instrument	Number of phantom stock option	Date assigned	Instrument purchase price of the phantom stock option	Market price at the time of assignment	Vesting period
STEFANO SINCINI	Managing Director of Tod's SpA	20/04/2016	Phantom stock option calculated on Tod's ordinary share value to be paid by a cash bonus.	33.000	14/09/2016	-	€ 51,30	One month following the approval of the consolidated financial statements for the 2018 financial year

SHARES HELD BY THE MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES AND BY EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

Name andsurname	Office	Company	No of shares held as at 31.12.15	No of shares purchased	No of shares sold	No of shares Heldh as at 31.12.16
Diego Della Valle	Chairman and CEO	Tod's S.p.A	17,591,509	2,484,138		20,075,647
Andrea Della Valle	Vice-Chairman and CEO	Tod's S.p.A.	268,716			268,716
Luigi Abete	Director	Tod's S.p.A.	-			-
Maurizio Boscarato	Director	Tod's S.p.A.	-			-
Luigi Cambri	Director	Tod's S.p.A.	480			480
Luca Cordero di Montezemolo (*)	Director	Tod's S.p.A.	233,200			233,200
Sveva Dalmasso	Director	Tod's S.p.A.	580			580
Emanuele Della Valle	Director	Tod's S.p.A.	5,000			5,000
Romina Guglielmetti	Director	Tod's S.p.A.	-			-
Emilio Macellari	Director	Tod's S.p.A.	5,000			5,000
Vincenzo Manes	Director	Tod's S.p.A.	-			-
Cinzia Oglio	Director	Tod's S.p.A.	-			-
Pierfrancesco Saviotti	Director	Tod's S.p.A.	3,200			3,200
Michele Scannavini	Director	Tod's S .p.A.	-			-
Stefano Sincini	Director and CEO	Tod's S.p.A.	-			-
Giulia Pusterla	Chairman of the Board of Statutory Auditors	Tod's S.p.A.	-			-
Enrico Colombo	Statutory auditor	Tod's S.p.A.	-			-
Fabrizio Redaelli	Statutory auditor	Tod's S.p.A.	750			750
Executives with strategic responsibilities		Tod's S.p.A.	-			-

(*) He ceased to hold office with effect from 22 January 2016

Milan, 14 March 2017

For the Board of Directors

The Chairman

Diego Della Valle