Proxy Solicitation

Ferretti
International
Holdings

The Solicitation

The Solicitation

The solicitation is promoted by Ferretti International Holding S.p.A. (“FIH” or the “Promoter”), the controlling shareholder of Ferretti S.p.A. (HKEX: 9638 / Euronext Milan: YACHT) (the “Company”). The solicitation is conducted pursuant to Article 136 et seq. of Italian Legislative Decree 58 of 1998, as amended and Article 135 et seq. of Consob Regulation 11971 of 1999, as amended.

 

The proposed appointments

On 19 April 2026, FIH presented to the Company the following slates of candidates in view of the ordinary shareholders’ meeting (the “Shareholders’ Meeting”) of the Company to be held on 14 May 2026:

(a) a slate of nine (9) candidates for the board of directors of the Company, comprising Tan Ning (candidate Chair), Patrick Sun, Stassi Anastassov, Zhang Xiaomei, Federica Marchionni, Jin Zhao, Zhu Yi, Donatella Sciuto and Marina Berlinghieri;

(b) a slate of three (3) candidates as statutory auditors of the Company, comprising: Luigi Capitani (as Chairman of the board of statutory auditors), Luca Nicodemi and Myriam Amato, together with 2 alternate auditors: Federica Marone and Tiziana Vallone.

All the candidates proposed by the Promoter for the board of directors have extensive experience and various competences in the industries in which the Company operates, coming from business and professional environments and having key roles in corporate management, strategic and financial consulting, the luxury goods and marine industries, legal advisory and finance.

All candidates proposed as independent non-executive directors meet the independence requirements provided for by the applicable laws and regulations.

All candidates proposed for the board of statutory auditors are registered auditors and meet the requirements of professionalism, integrity and independence provided for by applicable law.

(For more information about the candidate profiles, please visit the section of this website “The Candidates” and download the curricula vitae.)

The proposed resolutions

The Promoter intends to carry out the solicitation of proxies with respect to the items on the agenda of the Shareholders’ Meeting convened to take place on 14 May 2026 and proposes to vote in favour of the proposals set out below, thereby passing the following resolutions.

Item on the agenda and Proposal in relation to which the Promoter intends to conduct the solicitation are as follows:

3. Appointment of the Board of Directors:

3.1. Determination of the number of members of the Board of Directors:

Express favorable vote to determine in 9 (nine) the number of members of the Ferretti’s Board of Directors.

3.2. Determination of the term of office of the Board of Directors:

Express favorable vote to determine in 3 (three) financial years the term of office of the new Board of Directors and therefore up to the date of the Shareholders’ Meeting called to approve the financial statements for the financial year ending on 31 December 2028.

3.3. Appointment of the members of the Board of Directors:

Express favorable vote to appoint the following candidates to the office of directors, all drawn from the slate filed by the Promoter and published on this website:

(1)Tan Ning(**), born in Shandong, China, on 28 November 1981, Tax Code TNANNG81S28Z210W;

(2)Patrick Sun(*), born in the Hong Kong Special Administrative Region of the People’s Republic of China, on 21 December 1958, Tax Code SNUPRC58T21Z221F;

(3)Stassi Anastassov, born in Pleven, Bulgaria, on 29 June 1961;

(4)Zhang Xiaomei, born in Xinjiang, China, on 27 August 1985, Tax Code ZHNXMI85M67Z210O;

(5)Federica Marchionni(*), born in Civitavecchia (Rome), Italy, on 23 December 1971, Tax Code MRCFRC71T63C773D;

(6)Jin Zhao, born in Shandong, China, on 16 August 1985, Tax Code JNIZHA85M16Z210D;

(7)Zhu Yi(*), born in Xinjiang, China, on 31 December 1976, Tax Code ZHUYIX76T71Z210G;

(8)Donatella Sciuto(*), born in Varese, Italy, on 5 January 1962, Tax Code SCTDTL62A45L682A;

(9) Marina Berlinghieri(*), born in Pisogne (Brescia), Italy, on 13 September 1968, Tax Code BRLMRN68P53G710N.

(*) Identifies the candidates directors that meet the independence requirements set forth by the applicable law, the Company’s By-laws and the Code of Corporate Governance.

(**) Identifies the candidate directors for the office of Chair of the Board of Directors.

3.4. Appointment of the Chairman of the Board of Directors:

Express favorable vote to appoint Tan Ning as Chair of the Board of Directors of Ferretti.

3.5. Determination of the remuneration of the members of the Board of Directors:
Express favorable vote to set at a yearly net amount of EUR 40,000.00 the total remuneration to be attributed to each member of the Board of Directors; such remuneration does not include the remuneration of the directors vested with particular offices.

4. Appointment of the Board of Statutory Auditors:

4.1 Appointment of the members of the Board of Statutory Auditors and its Chairman for the financial years 2026–2028:

Express favorable vote to appoint the following candidates to the office of statutory and alternate auditors, all drawn from the slate filed by the Promoter and published on this website:

Candidates for the office of Statutory Auditor:

(1)Luigi Capitani(*), born in Parma, on 30 November 1965, Tax Code CPTLGU65S30G337T;

(2)Luca Nicodemi, born in Milan, on 20 September 1973, Tax Code NCDLCU73P20F205K;

(3)Myriam Amato, born in Pavia, on 19 October 1974, Tax Code MTAMRM74R59G388J.

(*) identifies the candidate to the office of Chair of the Board of Statutory Auditors (if the Chair is drawn from this slate)

Candidates for the office of Alternate Auditor:

(1) Federica Marone, born in Naples, on 20 October 1975, Tax Code MRNFRC75R60F839Z;

(2) Tiziana Vallone, born in Taranto, on 14 April 1969, Tax Code VLLTZN69D54L049G.

4.2 Determination of the remuneration of the members of the Board of Statutory Auditors.

Express favorable vote to determine the compensation for the Chair of the Board of Statutory Auditors at EUR 40,000.00 gross per year and the compensation for each standing member of the Board of Statutory Auditors at Euro 30,000.00 gross per year

How to participate in the solicitation

The proxy form has to be received by the Promoter, via Sodali & Co. S.p.A., acting as proxy agent, by 11.59 p.m. (CET) on 12 May 2026 , using one of the following modalities:

• By email, to the following address: assemblea.ferretti@investor.sodali.com

• By certified email (PEC) to the following address: sodali-informationagent@legalmail.it

• By post via a letter sent by recorded delivery, courier or delivered by hand, to the following address: Sodali & Co S.p.A. – Via Giovanni Paisiello 6, 00198 Rome, Italy, marked for the attention of: Retail Department.

For further information on the exercise of voting rights, proposals, the voting instructions and the reasons please refer to the proxy solicitation statement prospectus (the “Prospectus”) available to the public at

https://www.ferrettifih.it/

or

https://transactions.sodali.com/

and the other documents attached in the relevant section of the above website.

The Solicitation
The Promoter

The Promoter

This proxy solicitation is initiated by Ferretti International Holding S.p.A. (hereinafter referred to as “FIH”), the largest shareholder of Ferretti S.p.A. (hereinafter referred to as “Ferretti”), currently holding approximately 39.53% of the shares.

FIH is an affiliate of Weichai Holding Group Co., Ltd. (hereinafter referred to as “Weichai Group”). Weichai Group, founded in 1946, is a globally influential high-end equipment multinational. The Group brings together leading domestic brands such as Weichai Power, Shacman, Weichai Lovol Smart Agriculture, and Fast Gear Transmission, alongside leading international brands including Italy’s Ferretti Group, Germany’s KION Group, US-based Power Solutions International, Inc. (PSI), Dematic, France’s Moteurs Baudouin, and Germany’s LHY. With a controlling stake of five listed entities, over 100,000 employees worldwide, and annual revenue exceeding USD 50 billion, the Group has established a formidable global industrial presence.

The Group operates across seven business segments, including powertrain systems, commercial vehicles, agricultural equipment, construction machinery, intelligent logistics, marine transportation equipment, and energy & power solutions, with products sold in over 150 countries and regions. Globally, Weichai ranks first globally in sales of heavy-duty engines and transmissions, and is a front-runner in industrial forklifts and luxury yachts. In China, the Group ranks first in agricultural equipment sales and holds a leading position in heavy trucks.

The partnership between Weichai Group and Ferretti began in 2012. At the time, Ferretti was facing severe financial difficulties, weighed down by high debt and significant pressure on its brand value. Weichai Group stepped in with a €178 million cash injection and provided guarantees for €196 million in bank loans, helping Ferretti emerge from the risk of insolvency and regain market confidence.

In the years that followed, Weichai continued to deepen its strategic support for Ferretti: an additional €80 million capital injection in 2015, followed by a €212 million debt-to-equity conversion completed in 2019. With total investments reaching approximately €470 million, Weichai laid a solid financial foundation for Ferretti’s return to profitability and long-term sustainable growth.

After more than a decade of sustained commitment, Ferretti has now established itself as a global leader in the luxury yacht industry. This long-standing partnership reflects Weichai Group’s strategic resolve in the process of globalization, as well as its long-term corporate philosophy of being “focused on value creators.”

For further information on Weichai Group, please visit the website: https://www.weichai.com/

 

The Promoter
The Candidates

The Candidates

Mr. Tan Ning

Mr. Tan Ning

Mr. Tan Ning is a seasoned international business executive with nearly 20 years of experience in the shipbuilding and equipment manufacturing sectors, with a strong understanding of the global yacht and marine industry. He held a number of senior operational and managerial roles within Ferretti Group from 2012 to 2020, where he built a strong track record in management, marketing and sales. He subsequently held General Manager roles in shipbuilding companies since 2020, further deepening his industry expertise and strengthening his capabilities in business coordination and operational management. He currently serves as Executive Director and Chief Audit Executive (IARMS Director) of Ferretti S.p.A.

Mr. Patrick Sun

Mr. Patrick Sun

Mr. Patrick Sun has worked in the financial services industry in Hong Kong for over 30 years. He was the Senior Country Officer and Head of Investment Banking for Hong Kong at J.P. Morgan. Prior to that, he was Group Executive Director and Head of Investment Banking for Greater China at Jardine Fleming Holdings Limited. Mr. Sun has also held senior positions in several regulatory bodies in Hong Kong. He served as Chairman of The Chamber of Hong Kong Listed Companies from 2013 to 2015. He was also a Council Member of The Stock Exchange of Hong Kong and Deputy Convenor of its Listing Committee, as well as a member of the Takeovers and Mergers Panel and the Takeovers Appeal Committee of the Securities and Futures Commission of Hong Kong. Mr. Sun has extensive experience serving as an independent non-executive director of major listed companies in Hong Kong and Shanghai.

Mr. Stassi Anastassov

Mr. Stassi Anastassov

Mr. Stassi Anastassov is an international business leader with over 30 years of experience across global industrial and consumer businesses in Europe, the United States, the Middle East, and China. He has held senior executive positions, including President and Chief Executive Officer of Duracell, as well as leadership roles at Procter & Gamble, and has extensive experience in operations, brand development, corporate governance, and strategic transformation. He also serves as a board member and advisor to international companies and private equity firms.

Ms. Zhang Xiaomei

Ms. Zhang Xiaomei

Ms. Zhang Xiaomei is a legal and compliance professional with over 17 years of experience in corporate legal affairs and compliance management. Her expertise includes corporate governance, business legal affairs, cross-border legal risk management and regulatory compliance across multiple jurisdictions. She has extensive experience in advising on corporate governance and regulatory matters, and in supporting the board and senior management on legal and compliance issues. She also brings strong capabilities in identifying and managing legal and regulatory risks in complex business environments. She currently serves as General Counsel and Joint Company Secretary of Ferretti S.p.A.

Ms. Federica Marchionni

Ms. Federica Marchionni

Ms. Federica Marchionni is a senior executive with extensive international leadership experience in the fashion, luxury, technology and e-commerce industries. She has held chief executive and senior management positions in global organizations, including publicly listed companies, leading business transformation, brand development and global expansion initiatives. Her expertise includes corporate strategy, M&A, supply chain management, global market development and brand positioning.

Mr. Jin Zhao

Mr. Jin Zhao

Mr. Jin Zhao is an accomplished international sales and business leader with over 20 years of experience in global markets. He possesses extensive expertise in international business strategy, cross-border operations, product application, and engineering development. He has a strong track record in driving business growth, expanding market presence, and leading complex projects across multiple markets. Mr. Jin is also experienced in managing multicultural teams and fostering strategic partnerships with global stakeholders. His leadership combines commercial insight with technical understanding, enabling him to effectively bridge market needs with product and engineering solutions.

Ms. Zhu Yi

Ms. Zhu Yi

Ms. Zhu Yi has over 20 years of experience in the investment banking industry. She has long focused on investments in the intelligent manufacturing sector and has extensive investment research experience in the automotive, high-end manufacturing and infrastructure industries. She has a deep understanding of investment trends and opportunities in the era of artificial intelligence.

Ms. Donatella Sciuto

Ms. Donatella Sciuto

Ms. Donatella Sciuto is an academic, professor in Computer Science and Engineering, currently Rector of Politecnico di Milano. She is an expert in digital electronics design, cybersecurity and artificial intelligence, research management and strategies. She has served as a leader on scientific and corporate boards, especially in Risk Control Committees.

Ms. Marina Berlinghieri

Ms. Marina Berlinghieri

Ms. Marina Berlinghieri is a public affairs and institutional relations professional with extensive experience in national and international institutional environments. She served as Member of the Italian Parliament from 2013 to 2022 and held several leadership roles within parliamentary committees, particularly in European affairs. She has extensive experience in public affairs, political relations, and international institutional cooperation, including participation in the Parliamentary Assembly of the Council of Europe and international parliamentary delegations.

The Issuer

The Issuer

Ferretti S.p.A. (hereinafter referred to as “Ferretti” or “Ferretti Group”) is a world leader in the design, construction and sale of luxury yachts and pleasure vessels. The Group has a portfolio of prestigious, exclusive brands, such as Ferretti Yachts, Riva, Pershing, Itama, CRN, Custom Line and Wally. It owns and operates seven shipyards across Italy, combining efficient industrial production with quintessential Italian craftsmanship.

Ferretti Group serves clients in more than 70 countries worldwide through our direct presence in Europe, Asia and the USA and a 55-strong network of meticulously selected dealers. Ferretti Group motor and sail yachts are the finest expression of Italian-made elegance and creative genius. They have long stood out for their exceptional quality and exclusive design, their futuristic technology and uncompromising safety, their timeless allure and supreme performance on the water.

In fiscal year 2025, Ferretti Group achieved record operating results, with revenue of €1.23 billion and adjusted EBITDA of €203 million.

Ferretti Group is the first and only company in the world to be listed simultaneously on the Hong Kong Stock Exchange (HKEX) and Euronext Milan, under the stock codes 9638.HK and YACHT.MI, respectively.

For further information, please visit the website: https://www.ferrettigroup.com/

The Issuer
Documents

Documents

Regulatory and transaction documents are available for download below.

Notice of Call – Shareholders Meeting (ENG)
FIH Proxy Form ENG
Proxy Solicitation Notice ENG
Proxy statement prospectus ENG
PR_Results of Proxy Vote Solicitation promoted by FIH
FAQ

Frequently Asked Questions

A proxy solicitation is a request to all shareholders to grant proxy voting rights on specific voting proposals, accompanied by recommendations, statements, or other guidance regarding the vote. The procedure is governed by Articles 136 et seq. of the Italian Legislative Decree no. 58 of 24 February 1998 (the “Italian Finance Act” or “CFA”) and by Articles 135 et seq. of Consob regulation no. 11971 of 14 May 1999 as amended (the “Issuers’ Regulation”). The Solicitation is launched by a Promoter through the distribution of a Notice, a Prospectus, and a Proxy Form. In the case of shareholders participating in the solicitation, the vote regarding the shares for which the proxy with voting instructions has been issued is exercised by the Promoter, who may be replaced only by a person/entity expressly designated in the Prospectus and the Proxy Form as the Designated Representative.

The Promoter of the Solicitation is Ferretti International Holding S.p.A. (“FIH”), the controlling shareholder of Ferretti S.p.A. (“Ferretti” or the “Issuer”)

The Designated Representative is Sodali & Co S.p.A. (“Sodali”), appointed by the Promoter to gather the proxy votes and cast the votes at the Shareholders’ Meeting of Ferretti convened on 14 May 2026 at 10 a.m. (CET) or 4 p.m. (HKT).  Sodali is a joint-stock company under Italian law, with registered office in Rome, in via Giovanni Paisiello 6.  Acceptance of the Solicitation and the granting of proxies to the Designated Representative confer upon the latter the authority to represent the shareholder in the Meeting, exercising the right to vote in accordance with the instructions provided by the Shareholder as per terms indicated in the Proxy Form.

The Promoter intends to carry out the proxy vote solicitation in reference to the following points on the agenda of the Ferretti S.p.A. Shareholders’ Meeting:

  • Appointment of the Board of Directors:
    • Determination of the number of members of the Board of Directors;
    • Determination of the term of office of the Board of Directors;
    • Appointment of the members of the Board of Directors;
    • Appointment of the Chairman of the Board of Directors;
    • Determination of the remuneration of the members of the Board of Directors.
  • Appointment of the Board of Statutory Auditors:
    • Appointment of the members of the Board of Statutory Auditors and its Chairman for the financial years 2026–2028;
    • Determination of the remuneration of the members of the Board of Statutory Auditors.

FIH believes that the renewal of Ferretti’s governance structure is an essential step to maintain and strengthen the Company’s long‑term stability, competitiveness and value creation for all Shareholders. The proposed resolutions regarding the appointment of the new Board of Directors are aimed at ensuring that Ferretti continues to be equipped with an administrative body able to guide the Company through its next phase of development, in line with a clear strategic direction, a rigorous approach to operational oversight, and a strong accountability to Shareholders. The candidates proposed by FIH have been selected based on their professional expertise, international background, industry knowledge, and commitment to high governance standards. Their appointment will support Ferretti in maintaining and strengthening its competitive position, responding effectively to evolving market conditions and fostering sustainable, long‑term value for all stakeholders.

FIH requests Shareholders to grant their proxy in order to support the appointment of the proposed directors and the related resolutions, which together represent a fundamental step towards ensuring strategic cohesion, high-level governance quality and enhanced operational execution.

The Board of Statutory Auditors plays a central role in overseeing Ferretti’s compliance with laws, regulations and corporate governance principles. In view of the Company’s ongoing growth and the increasing complexity of its industrial and financial structure, FIH considers it essential to strengthen the supervisory body with a renewed composition featuring highly qualified professionals, particularly with regard to financial oversight, risk management, internal control systems and international regulatory frameworks.

The proposed candidates for Standing and Alternate Statutory Auditors have been selected in accordance with the requirements of Italian law and best practices for listed companies, with particular emphasis on independence, integrity and professional competence in accounting, auditing and corporate oversight. Their appointment will ensure a more effective monitoring environment, improved transparency towards the market and the strengthening of Ferretti’s internal control system, in line with expectations of both Italian and international stakeholders.

FIH asks Shareholders to support the appointment of the proposed members of the Board of Statutory Auditors and the related resolutions on compensation, thereby ensuring a supervisory body capable of effectively supporting Ferretti in the coming years.

The proxy vote solicitation is intended for all holders of Ferretti S.p.A. shares as of 5 May 2026 (the Record Date).

The Ferretti S.p.A. Shareholders’ Meeting is convened for 14 May 2026, in a single session at 10:00 a.m. (CET) or 4:00 p.m. (HKT), as per the Notice of Call published on 2 April 2026. 

The granting of a proxy to the Promoter does not involve any cost for the delegator. 

TThe procedures to grant a proxy with voting instructions are simple and without costs.  In particular it is necessary to:

a) fill in the Proxy Form FIH-Proxy-form-ENG.pdf

b) send it, by 11:59 p.m. (CET) on 12 May 2026, via one of the following channels:

  • by email to the address: assemblea.ferretti@investor.sodali.com
  • by certified electronic mail (PEC) to the address: sodali-informationagent@legalmail.it
  • by post via a letter sent by recorded delivery, courier or delivered by hand, to the following address: Sodali&Co S.p.A. – Via Giovanni Paisiello 6, 00198 Rome, Italy, marked for the attention of: Retail Department.

along with:

if you are an individual, a copy of your valid identification document;

if a company or other entity, a copy of a document certifying the delegating party’s authority to sign and a copy of their valid identification document;

c) (In the case of Monte Titoli Shareholders) request your bank to issue the notice required for participation in the Shareholders’ Meeting and for exercising voting rights pursuant to Article 83-sexies of Legislative Decree No. 58/1998 (meeting ticket).

For all information, the Promoter has made available to shareholders the numbers 800 126 395 / +39 0697629516 / +39 3404029760 (WhatsApp), +852 26524330, available from Monday to Friday from 9:00 a.m. to 6:00 p.m. (CET) or 3 p.m. to 00:00 a.m. (HKT) and the email account assemblea.ferretti@investor.sodali.com.

Contacts

Contacts

Ferretti International Holding S.p.A. (FIH)

info@ferrettifih.it

Proxy Solicitation Agent

Sodali & Co

assemblea.ferretti@investor.sodali.com
+39 0697629516 / +852 26524330