corporate governance
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BY-LAWS
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CODE OF ETHICS
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SHAREHOLDERS’ MEETINGS

A shareholders' meeting can be either ordinary or extraordinary. According to the By-Laws, the ordinary shareholders' meeting of our Company will resolve on matters that are within its power as set out by applicable laws and regulations and the By-laws itself. In particular, the shareholders in an ordinary shareholders' meeting have the power to resolve on the following matters:

a. approval of the financial statement and the distribution of profits;
b. election and removal of the directors, election of the statutory auditors, as well as of the external auditor;
c. compensation of directors and statutory auditors;
d. determination of the liability of directors and statutory auditors;
e. the purchase of its own shares for an amount not exceeding disposable profits and distributable reserves as resulting from the last annual balance sheet duly approved and, in any case, within the limit of 10% of the issued share capital at the time of the relevant shareholders meeting;
f. the approval of the regulations, for the conduct of shareholders’ meeting;
g. g. any other matters reserved to it by applicable laws and regulations as well as any authorization required under the By-laws or by applicable laws and regulations for the performance of directors’ actions.

According to the By-Laws, the shareholders in an extraordinary shareholders' meeting have the power to resolve on the following matters:

a. any amendment to the By-Laws;
b. the appointment and replacement of the liquidators and the determination of their powers;
c. any other matters reserved to shareholders in an extraordinary shareholders’ meeting by Italian law, or laws and regulations applicable to companies whose shares are listed on the Hong Kong Stock Exchange.

The fact of being a shareholder in itself constitutes the approval of each shareholder to be bound by the By-laws.
The ordinary and extraordinary shareholders’ meeting will normally be held in the municipality where the registered office of our Company is located, except as otherwise resolved by the board of directors, and provided always that such meetings will be held in Italy or in country where our Company, directly or indirectly through its subsidiaries or affiliates, carries out its business activities.

The ordinary shareholders’ meeting must be convened at least once a year for the approval of the financial statements, within 120 days after the end of the financial year, or within 180 days after the end of the financial year if our Company is required to draw up consolidated financial statements or is required by the particular circumstances related to the structure and purpose of our Company. Not more than 15 months elapse between the date of one such ordinary shareholders’ general meeting and the next.

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Rules for Shareholders' Meetings
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Procedure for Director Election
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BOARD OF DIRECTORS

Our Board consists on nine Directors, of whom four are executive Directors, one is non-executive Director and four are independent non-executive Directors.

The ordinary shareholders’ meeting of 27 April 2018 resolved to appoint the Board of Directors for a term of three financial years. The board’s mandate will therefore expire with the shareholder’s meeting to be convened for the approval of the financial statements for the year ending 31 December 2020.

The table below shows the current members of the Boards of Directors:

Carlo Mazzi
CHAIRMAN AND EXECUTIVE DIRECTOR
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MAZZI CARLO

MAZZI, Carlo, is the Chairman of the Board, first appointed on February 14, 2014 and most recently re-elected on May 26, 2015. He was appointed to the Board first in 2004 which served mainly as Vice Chairman until his appointment as Chairman of the Board. Mr. Mazzi holds directorships in subsidiaries of the Company. He holds directorships in Prada Holding S.p.A., Bellatrix S.p.A. and Ludo S.r.l., which are substantial shareholders of the Company. Mr. Mazzi obtained a degree “cum laude” (with praise) in Mechanical Engineering from the Bologna University of Italy in 1971 and obtained a Master’s degree in Business Administration from Bocconi University of Milan in 1976. Mr. Mazzi worked as a Manager of the Large Corporate department of IMI and San Paolo IMI Bank from 1994 to 2000. He was a board member of IBI International Business Advisors Investment N.V. - Amsterdam; Vice Chairman and Executive Committee Member of IBI Bank AG - Zurich; Board Member of IBI Corporate Finance B.V. - Amsterdam; Managing Director of IBI S.p.A. - Milan (financial intermediation ex art. 106 TUB) from 2000 to 2004. He is currently a board member of Chora S.r.l. - Milan (a service company). He was previously a board member of ABN AMRO S.p.A. - Milan (focused on merchant banking), SAGO S.p.A. - Florence (an IT research company responsible for the management of health facilities), IMILEASE S.p.A. - Rome (a leasing company), Banca di Intermediazione Mobiliare IMI S.p.A. - Milan (now Banca IMI S.p.A.) (focused on investment banking), Tecnofarmaci S.p.A. - Pomezia (a research company in the pharmaceuticals industry), SIM S.p.A. - Rome (focused on project management) and Paros International Insurance Brokers S.r.l. - Milan (in the insurance brokerage sector). He is currently a member of the Remuneration Committee and Nomination Committee. Mr. Mazzi is not and has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

Miuccia Prada Bianchi
CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
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Miuccia Prada Bianchi

Prada Bianchi Miuccia is a Chief Executive Officer of the Company. She was first appointed as the Chairperson of the Board on November 20, 2003 until February 14, 2014 and she was most recently re-elected as Executive Director on May 26, 2015. Ms. Prada holds a directorships in Prada Holding S.p.A., Bellatrix S.p.A. and Ludo S.r.l., which are substantial shareholders of the Company. Ms. Prada received an Honorary Doctorate from the Royal College of Art (London) in 2000. Ms. Prada is a co-founder of our Group along with Mr. Bertelli. Ms. Prada is the wife of Mr. Bertelli, one of our Chief Executive Officers. Ms. Prada is not and has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

Patrizio Bertelli
CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR
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Patrizio Bertelli

Bertelli Patrizio, aged 68, is a Chief Executive Officer of the Company. He was first appointed to the Board on November 20, 2003 and was most recently re-elected as Executive Director on May 26, 2015. Mr. Bertelli holds directorships in subsidiaries of the Company. He holds directorship in PA BE 1 S.r.l., which is a substantial shareholder of the Company. Mr. Bertelli received an honorary degree in Business Economics from the University of Florence in October, 2000. Mr. Bertelli is a co-founder of our Group along with Ms. Prada. Mr. Bertelli is the husband of Ms. Prada, one of our Chief Executive Officers. Mr. Bertelli is not and has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

ALESSANDRA COZZANI
CHIEF FINANCIAL OFFICER AND EXECUTIVE DIRECTOR
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Alessandra Cozzani

Cozzani Alessandra, is the Chief Financial Officer of the Company. She was first appointed to our Board as Executive Director on December 20, 2013 and she was re-elected on May 22, 2014. She has been our Investor Relations Director since July 2010, responsible for managing financial communication and for relationships with investment community, before her appointment as Chief Financial Officer on February 19, 2016 Ms. Cozzani holds directorships in subsidiaries of the Company. Ms. Cozzani joined the Group in 2000 and has covered different managerial roles within the Finance department. In 2003, she was appointed as Group Financial Reports Director. Ms. Cozzani obtained a degree “cum laude” (with praise) in Business Administration from the University of Genoa in 1988. She started her career as an auditor at Coopers & Lybrand (1989 to 1995). Prior to joining the Group, she worked in Castelletti International Transports, the Italian subsidiary of an international logistic company (now Schenker Group) for five years, most of the time as Finance and Control Director. She has not held any directorship in other listed companies in Hong Kong or overseas in the last three years.

MAURIZIO CEREDA
INDEPENDENT DIRECTOR
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Maurizio Cereda

Cereda Maurizio, aged 52. Since 2015, Mr. CEREDA’s practice focuses on providing consultancy services to entrepreneurs, family offices, companies and financial institutions. Since 2015, he has also been founding partner and board member of FIEE (Fondo Italiano per l’Efficienza Energetica) Sgr S.p.A.. Mr. CEREDA obtained a degree in business economics from L. Bocconi University of Milan in 1989. Mr. CEREDA has been serving as board member of various companies listed on the Italian Stock Exchange including Technogym S.p.A. (since 2016), SAVE S.p.A. (since 2015), Enervit S.p.A. (since 2007), and other Italian companies including Sisal S.p.A. and Sisal Group S.p.A. (since 2015), and Foundation “Istituto Europeo di Oncologia” (since 2011). Mr. CEREDA started his career as an analyst in the equity capital markets division in Rasfin S.p.A. and then he worked fifteen years at Mediobanca S.p.A., till his appointment as deputy general manager and head of corporate finance covering large corporate clients, a role that he covered from 2007 to 2015. From 2007 to 2014, he was a board member of Mediobanca S.p.A., and from 2006 to 2014, he was also a board member of Ansaldo STS S.p.A., both companies listed on the Italian Stock Exchange. Save as disclosed herein, Mr. Maurizio CEREDA has not held any directorship in other listed companies in Hong Kong or overseas in the last three years.

STEFANO SIMONTACCHI
NON-EXECUTIVE DIRECTOR
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Stefano Simontacchi

Mr. Stefano Simontacchi, has been appointed as a Non-executive Director of the Company on April 8, 2016. Mr. Simontacchi was appointed Managing Partner of BonelliErede Law Firm, a leading law firm in Italy, in 2013 and has been on the firm’s board since 2010. His practice focuses on international taxation, transfer pricing, tax planning, private equity, and tax aspects related to real-estate transactions, real-estate and equity funds, M&A and reorganisations. In addition, Mr. Simontacchi is a member of the EU Joint Transfer Pricing Forum (which assists and advises the European Commission on transfer pricing tax matters) and has authored widely on tax law, including for Il Sole 24 Ore (a leading Italian daily business newspaper). Mr. Simontacchi obtained a degree with praise (cum laude) in business administration from L. Bocconi University of Milan in 1995. In 2000, he obtained an Adv. LLM with praise (cum laude) in International Taxation from Leiden University. In January 2007, Mr. Simontacchi obtained his PhD in International Taxation from Leiden University. In April 2015, Mr. Simontacchi was appointed as board member of RCS MediaGroup S.p.A., an Italian listed company, leader in the newspaper sector. In addition, he has been serving as board member of Cabara Insurance Broker S.r.l. since 2010 and has been appointed as President of the Fondazione Ospedale Buzzi since July 2015. Save as disclosed herein, Mr. Simontacchi has not held any directorship in other listed companies in Hong Kong or overseas in the last three years.

GIAN FRANCO OLIVIERO MATTEI
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Gian Franco Oliviero Mattei

Mattei Gian Franco Oliviero, was first appointed as Independent Non-Executive Director on May 28, 2009 and was re-elected on May 26, 2015. Mr. Mattei obtained a Degree in Economics from The Sapienza University of Rome (Italy) in 1970 and became a Public Chartered Accountant (member of the Registro dei Revisori Contabili) with the Italian Ministry of Justice in 1995. He has worked as Managing Director (Investment Banking) in Credit Suisse, Managing Director (Global Banking & Markets) in The Royal Bank of Scotland, Head of Investment Banking at Sanpaolo IMI and Chairman of Banca IMI and was previously Head of the Finance Department at the Istituto Mobiliare Italiano IMI. Mr. Mattei has also been a Board Member of Borsa Italiana. He is Chairman of Officine CST - Consulting Services & Technology - S.p.A.. Mr. Mattei is currently the Chairman of the Audit Committee, the Remuneration Committee and the Nomination Committee. Mr. Mattei is not and has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

GIANCARLO FORESTIERI
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Giancarlo Forestieri

Forestieri Giancarlo, was first appointed to our Board on May 31, 2007 and was most recently re-elected as Independent Non-Executive Director on May 26, 2015. Mr. Forestieri obtained a degree in Economics and Banking from the University of Siena (Italy) in 1970 and obtained a Specialization in Corporate Finance from the Scuola Mattei - ENI in 1971. From 1988 to the present, Mr. Forestieri has been a Full Professor of Financial Markets and Institutions at the Bocconi University in Milan. Mr. Forestieri’s professional experience includes serving as a member of the boards of directors of INA and Assitalia (from 1993 to 1994), Mediofactoring (from 1997 to 1999), Cassa di Risparmio di Parma e Piacenza (from 1996 to 1999 and then from 2003 to 2007 as the chairman of the board), Banca Intesa (from 1999 to 2006) and as a member of its executive committee (from 2000 to 2006), Alleanza Assicurazioni (from 2001 to 2007), Centrosim (from 1998 to 2003 where he was the chairman of the board) and Crédit Agricole Vita (from 2007 to 2013). Mr. Forestieri is a member of the Italian Scientific Societies in the Fields of Finance and Management. Mr. Forestieri is currently a member of the Audit Committee and the Remuneration Committee. Mr. Forestieri is not and has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

SING CHEONG LIU
INDEPENDENT NON-EXECUTIVE DIRECTOR
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Sing Cheong Liu

Liu Sing Cheong, JP, was first appointed as Independent Non-Executive Director on May 9, 2011 and was most recently re-elected on May 26, 2015. He has been the Chairman of My Top Home (China) Holdings Limited (a Guangzhou-based property agency and consultancy) since 2005, the Vice Chairman of Guangzhou Pearl River - Hang Cheong Real Estate Consultants Limited (from 1993 to 2008), Chairman of Evergreen Real Estate Consultants Limited since 2001, Director of HKS Education Fund Limited (“HKSEF”) since 2005 (HKSEF is a charitable institution which holds certain % of shares in Hongkong Sales (International) Limited (“HKSI”), an investment holding, knitwear manufacturing company), and Non-executive Director of HKSI since 2005 and its Vice Chairman since April 1, 2012 all of which are private companies. He has been an independent non-executive director of Swire Properties Limited since 2010 (Swire Properties Limited was listed on the Stock Exchange of Hong Kong on January 18, 2012). Mr. Liu graduated from The Hong Kong Polytechnic in 1979 with an Advanced Higher Diploma in Surveying and from The Hong Kong University of Science and Technology in 1994 with a Master of Business Administration degree. He has been a fellow of the Royal Institution of Chartered Surveyors since 1994 and the Hong Kong Institute of Surveyors since 1993. Mr. Liu is currently a member of the Audit Committee and the Nomination Committee. Save as disclosed above, Mr. Liu is not and has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

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    BOARD OF STATUTORY AUDITORS

    The board of statutory auditors shall supervise compliance with applicable laws, regulations  and the By-laws and with the correct management principles. Specifically, it shall ensure that the organization, administrative and accounting structure adopted by our Company and its functioning is adequate for our Company’s purposes.

    The ordinary shareholders’ meeting is convened to elect a board of statutory auditors comprising three (3) statutory and two (2) alternate statutory auditors, appoint the chairman of the board of statutory auditors and determine the remuneration of the statutory auditors for their entire term of office.

    The table below shows the current members of the board of statutory auditors:

    name position
    PARISI, Antonino Chairman
    SPADA, Roberto Statutory
    TERRACINA, David Statutory
    PROSERPIO, Cristiano Alternate
    BETTONI, Stefania Alternate
    SUPERVISORY BODY

    In compliance with the Italian Legislative Decree 231 of June 8, 2001 we have established a supervisory body whose primary duty is to ensure the functioning, effectiveness and enforcement of Prada’s Model of Organization, adopted by Prada pursuant to such Decree. The supervisory body consists of three members appointed by the Board among qualified and experienced individuals, including non-executive Directors, qualified auditors, executives or external individuals.

    The table below shows the current members of the supervisory body:

    name position
    TERRACINA, David Chairman
    DE PAOLI, Paolo Member
    MATTEI, Gian Franco Oliviero Member
    AUDITORS

    The annual financial statements of the company must be audited by an auditing firm (the “Auditor”).  The annual financial statements and the Auditor’s report are submitted to, and approved by, the annual general shareholders’ meeting of the company.

    The Auditor is appointed every three years by the general shareholders’ meeting of the company, on the basis of a proposal of the board of statutory auditors.

    Removal of the Auditor before the term’s expiration is resolved upon by the general shareholders’ meeting of the company only for cause and after consultation with the board of statutory auditors.

    The Company’s current Auditor is Deloitte & Touche S.p.A

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