Prada Group Annual Report 2023

Plain-text annual report

A N N U A L R E P O R T 2 0 2 3 ANNUAL REPORT 2023 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 1 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 1 20/03/24 14:20 20/03/24 14:20 Pradasphere Exhibition, Shanghai PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 2 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 2 20/03/24 14:20 20/03/24 14:20 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 3 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 3 20/03/24 14:20 20/03/24 14:20 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 4 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 4 20/03/24 14:20 20/03/24 14:20 1 2 3 4 5 6 7 8 9 2023 Overview The Prada Group Financial Review Directors and Senior Management Directors' Report Corporate Governance Consolidated Financial Statements Prada S.p.A. Separate Financial Statements Notes to the Consolidated Financial Statements 10 Independent Auditor's Reports PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 5 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 5 20/03/24 14:21 20/03/24 14:21 CHAPTER 1 2023 Overview PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 6 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 6 20/03/24 14:21 20/03/24 14:21 Chairman’s Message In 2023, the Prada Group evolved and made significant advances across multiple fronts, including governance, processes and infrastructure. This progress was supported by a substantial investment in human capital. We end the year with very positive progress and results and in a stronger position that allows us to look at the future with confidence, notwithstanding the uncertain geopolitical and macroeconomic environment. In order to move forward on our growth journey, it is essential that our strategy remains focused on our people. We need to consider how we can attract and retain talent to share and enhance our expertise and know-how, as well as promote the concept of sustainable work within our Group and industry. This includes prioritising the quality of the work environment, equality, professional development, and welfare contributions. Although the effort required is significant, it is our duty to continue advancing along this path. Finally, a brief consideration on the luxury sector, which is becoming increasingly layered. Our customer base is growing, expanding into new markets and embracing new generations: in this ever-changing landscape, it is essential to be able to understand and adapt to society’s evolving values and lifestyles. This care, attention and alertness to every aspect of life is what forms the foundation of our luxury ethos. Innovation, dynamism and flexibility will be crucial to our success in 2024 and I have confidence in our strengthened organisation’s ability to further evolve the Group. Patrizio Bertelli Chairman of the Board and Executive Director w e i v r e v O 3 2 0 2 77 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 7 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 7 20/03/24 14:21 20/03/24 14:21 Message from the CEO 2023 has been a year of excellent results as the Group fully delivered on its ambitions. We have also made significant progress on the Group’s evolution, a journey that encompasses every aspect of the organisation, enabling our brands to maintain their relevance in an ever-changing society Evolve to grow: 2023 performance Let me start on a personal note, by saying that this first year at the Prada Group marks the beginning of an extremely fulfilling chapter for me and that I am extremely proud of being a part of this incredible journey. 2023 was a remarkable year, as we achieved our ambitions against the backdrop of increasing macroeconomic and geopolitical uncertainty, especially in the second half of the year. The Group generated revenue of Euro 4.7bn, with growth up +17%. The strong performance of the fourth quarter (+17%), marks the 12th consecutive quarter of growth. At a brand level, Prada’s retail sales grew at a solid +12%, while Miu Miu thrived with +58%. Alongside these excellent topline results, we also improved our profitability, reaching a 22.5% EBIT margin, which also reflects significant investments behind our brands. Our capex was mostly directed to strengthening our retail network, alongside supporting our industrial and digital strategies: these areas will continue to be our top priorities in the following months. Evolve to stay relevant: our brands as part of the cultural conversation In a world that’s constantly changing, it is crucial for brands to stay relevant by interpreting and shaping the cultural debate and conversations. In 2023, the creative flame of Prada burnt stronger than ever, as the brand interpreted and readapted its stylistic codes to find a continuously new aesthetic dialogue. Runways have resonated strongly, becoming centre stage for broader reflections on society: as always, Prada is not afraid to embrace contradictions. On the other side, Miu Miu’s whimsical narrative continued to strike. 2023’s collections have been widely acclaimed, receiving a strong commercial response across all categories: the brand’s irreverent curiosity continues to captivate and excite with its timely interpretation of human complexity. Our brands dared to explore, question, analyse and redefine, amplified by campaigns, immersive experiences and unexpected collaborations, nurturing an ever-evolving conversation with their global community. 88 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 8 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 8 20/03/24 14:21 20/03/24 14:21 ANNUAL REPORT2023Evolve to improve: achieve excellence in our retail strategy Evolve to move forward: the future ahead Today more than ever, stores are the stages where our brands engage with their clients: as the complexity of the dialogue increases, retail spaces must find new forms of connection, allowing deeper interactions with the brand’s communities. In 2023, we made it a priority to invest into the Group’s retail network. At the same time, we have monitored our KPIs closely to ensure continuous progress on the retail channel across all brands and geographies. In 2024 our focus remains unchanged: we will continue to evolve our network and our execution to further progress on the path towards retail excellence, providing our brands with a powerful dimension to express their identity. The last few months have reminded us, once again, that we live in times that require us to embrace flexibility. We are mindful of this, and we will continue to navigate at pace, being ready to change course should unexpected tides occur. While we might adapt and evolve our way of doing business, our objectives remain unchanged: we want to nurture the creative identity of our brands so that they can continue to be relevant and to lead modern society’s cultural debate; we want to keep on elevating our stores to progress on the path towards retail excellence and we want to invest into our people, our supply chain and our sustainability initiatives because we are committed to be drivers of change for our employees and society. Evolve to matter: progressing on the sustainability journey Sustainability is integral to our strategy. As we set the ambition of being “Drivers of Change”, we committed to evolve in every aspect of our business, becoming a more inclusive employer and a more sustainable manufacturer, as well as promoting educational initiatives for the next generation. As we continue to challenge ourselves along this journey, I am pleased to see that our efforts continue to pay off. Our organisation is strengthened, and we are confident in our strategy. We are proud of what we have accomplished so far, but restless as we look towards the future, eager to brave new horizons. Dynamism, creativity, talent and ambition have always animated the history of the Prada Group, and we will continue to foster these values as we draw the next chapters of growth in the journey ahead. Andrea Guerra Chief Executive Officer and Executive Director PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 9 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 9 20/03/24 14:21 20/03/24 14:21 99 2023 Overview2023 Overview Euro 4.7bn Revenues +17% Growth at constant exchange rates Euro 4.2bn Retail sales +17% Growth at constant exchange rates Euro 1,062m EBIT 22.5% +37% EBIT margin Growth at current exchange rates +44% Growth at current exchange rates Euro 671m Group net income Euro 726m Net operating cash flow Euro 197m Net financial position Key business figures Key business figures 6 5 brands brands 14,876 14,876 employees employees 26 26 factories factories (of which 23 in Italy) (of which 23 in Italy) 1010 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 10 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 10 20/03/24 14:21 20/03/24 14:21 ANNUAL REPORT2023Retail footprint: 606 Directly Operated Stores worldwide 200 Europe 102 Americas 85 Japan 23 Middle East 196 Asia Pacific Net revenues by channel Retail sales by brands Retail sales by geography 9% Wholesale 2% Royalties 1% Church’s 89% Retail 15% Miu Miu 12% Japan 18% Americas 1% Others 83% Prada 4% Middle Eas t 35% APAC 31% Europe PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 11 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 11 20/03/24 14:21 20/03/24 14:21 CHAPTER 2 The Prada Group PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 12 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 12 20/03/24 14:23 20/03/24 14:23 Who we are The Prada Group is a global leader in the luxury industry and a pioneer in its unconventional dialogue with contemporary society across diverse cultural spheres. Home to prestigious brands as Prada, Miu Miu, Church’s, Car Shoe, Marchesi 1824 and Luna Rossa, the Group remains committed to enhancing their value by increasing their visibility and desirability over time. Promoting creativity and sustainable growth, the Group offers its brands a shared vision that gives each of them the opportunity to stand out and express their essence. With 26 owned factories and over 14,800 employees, the Group designs and produces ready-to-wear, leather goods, footwear and jewellery collections, and distributes its products in more than 70 countries, through 606 Directly Operated Stores (DOS), e-commerce channels and selected e-tailers and department stores. Prada Group also operates in the eyewear and beauty sectors through licensing agreements with industry leaders. Prada S.p.A. is listed on the Hong Kong Stock Exchange as 1913. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 13 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 13 20/03/24 14:23 20/03/24 14:23 1313 The Prada GroupThe Group's Purpose and Values " Thorough observation and curiosity for the world around us have always been at the heart of the creativity and modernity of the Prada Group. In society, and thus in fashion, which is somehow a reflection of it, the only constant is change. The transformation and innovation of references, at the core of any evolution, lead us to interact with different cultural disciplines, at times apparently far from our own, allowing us to capture and anticipate the spirit of the times. Today this is no longer enough: we must be the Drivers of Change, with the flexibility required to translate the demands of the market and society into tangible actions that inform our way of doing business." Miuccia Prada and Patrizio Bertelli PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 14 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 14 20/03/24 14:23 20/03/24 14:23 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 15 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 15 20/03/24 14:23 20/03/24 14:23 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 16 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 16 20/03/24 14:23 20/03/24 14:23 Prada Group’s Purpose is to be a Driver of Change, for PLANET, PEOPLE and CULTURE. Company Values: 1. Re-think the rules: Synonymous with innovation, transformation and independence, the Prada Group provides its brands with a shared vision. Fearlessly challenging norms and perceptions, the Group embraces contradictions. 2. Innovative tradition: Rooted in over a century of history, the Group is propelled by a unique spirit of research and innovation. Prada’s heritage combines with unrivalled production know-how and expertise. 3. Spirit of excellence: Prada Group’s people are constantly seeking perfection, pursuing excellence by refining and surpassing previous achievements. 4. Uniqueness of talents: Passion, curiosity, attention to detail and expertise are the distinctive qualities of everyone working at Prada. An inclusive work environment encourages cooperation, intellectual vitality and the ability to interpret the evolving nature of society. 5. Beyond boundaries: Drawing inspiration from art, philosophy, and cinema, the Group establishes bold connections that broaden perspectives and enable the emergence of unexpected ideas and solutions. 6. Sustainable paths: Sustainability is at the core of the Group’s corporate strategy, with a value creation model that operates in harmony with places and with people and which enables the Group to contribute to contemporary societal and cultural debates. 1717 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 17 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 17 20/03/24 14:23 20/03/24 14:23 The Prada GroupPradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 18 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 18 20/03/24 14:23 20/03/24 14:23 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 19 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 19 20/03/24 14:23 20/03/24 14:23 Prada fashion show S/S 2024 Prada Group History 1975 Mario Prada’s granddaughter, Miuccia Prada, began her collaboration with the entrepreneur Patrizio Bertelli, founder of his own leather goods company. 1913 Prada was founded by Mario Prada, who opened a store selling leather goods in Milan’s Galleria Vittorio Emanuele II. Renowned for its use of premium materials and sophisticated craftsmanship, the Prada brand swiftly gained popularity across Europe. 1977 Patrizio Bertelli founded IPI S.p.A. to concentrate the production resources built up over previous years of business in the leather goods industry. In the same year, IPI S.p.A. obtained a license from Miuccia Prada for the exclusive production and distribution of Prada brand leather goods. In the following years the two family businesses gradually merged into a single Group. 1979 In response to demand, the Prada leather goods range was expanded to include the first women’s footwear collection. 1919 Prada obtained the title of Official Supplier to the Italian Royal Family; since then, Prada has been able to display the House of Savoy coat of arms and knotted rope design in its trademark logo. 1983 Prada opened a second store in Milan, showcasing the brand’s new image, a concept dominated by a special shade of light green, which became known as ‘Prada green’. Green stores soon followed in New York, Madrid, London, Paris and Tokyo. 1988 Prada’s first women’s clothing collection was launched in Milan. 2020 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 20 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 20 20/03/24 14:23 20/03/24 14:23 ANNUAL REPORT20231993 Prada made its debut in menswear and established a new women’s brand, Miu Miu, characterized by a strong, provocative identity. Miuccia Prada and Patrizio Bertelli founded ‘Fondazione Prada’. 1997 The Prada Challenge sailing team was founded to compete for the 2000 America’s Cup, and Prada launched its Linea Rossa activewear collection. 1999 The Prada Group acquired the classic English footwear brand Church’s, founded in 1873 and a symbol of British handcraft tradition and sophisticated elegance. 2001 The first Prada Epicenter store, designed by Rem Koolhaas, was opened in New York. This was the first of a series of stores created to redefine the concept of shopping. A second Epicenter store was inaugurated in Aoyama, Tokyo, followed by a third one on Rodeo Drive, Beverly Hills. In the same year, Prada also acquired Car Shoe, the classic Italian footwear brand, founded in 1963 and known for its iconic driving loafers. 2003 Prada entered into a licensing agreement with Luxottica, the world’s leading eyewear company, which currently produces and distributes Prada and Miu Miu eyewear. 2006 Miu Miu moved its fashion show venue to Paris, to reflect its free-spirited aesthetic. 2007 The launch of the Prada phone by LG, the world’s first touchscreen mobile phone. The LG/Prada partnership achieved further success with new models in 2008 and 2011. 2011 Prada S.p.A. was successfully listed on the Hong Kong Stock Exchange. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 21 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 21 20/03/24 14:23 20/03/24 14:23 2121 The Prada Group2015 The Prada Group introduced the first Miu Miu fragrance in partnership with the multinational beauty company Coty and opened its second Marchesi 1824 location in Milan, having acquired the historic Milanese patisserie the year before. 2019 The Prada Group announced the adoption of a fur free policy for all its brands, joined The Fashion Pact, and set up its Diversity & Inclusion Advisory Council, as well as launching the first collection made of recycled nylon, Prada Re-Nylon. 2020 Raf Simons joined Miuccia Prada as co-creative director of the Prada design office and the italian Custom Agency recognized Prada S.p.A. as an Authorized Economic Operator ("AEO full"). 2017 Prada S.p.A. was admitted to the Cooperative Compliance regime with the Italian tax authorities, introduced by Italian Law Decree 128/2015. 2018 Prada officially unveiled its factory in Valvigna, designed by Guido Canali, architect of the Group’s pioneering ‘garden factories’ and extended its fashion season to present pre-collections in Paris and in New York. 2022 Andrea Guerra was announced as the new Group CEO. A new Group-wide Code of Ethics and Human Rights Policy was implemented and Prada launched Eternal Gold, the first jewellery collection made of 100% certified recycled gold. 2023 Prada enters the cosmetic industry by launching makeup and skincare lines with L’Oréal. 2021 Prada’s Luna Rossa sailing team won the Prada Cup Challenger Selection Series for the second time. The Group founded the Aura Blockchain Consortium with LVMH and Cartier. Prada Caffè pop-ups open in London and Shanghai. The Group continued to look to the future, announcing its strategic partnership with Axiom on NASA’s lunar spacesuits for the Artemis III mission. 2222 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 22 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 22 20/03/24 14:23 20/03/24 14:23 ANNUAL REPORT2023PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 23 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 23 20/03/24 14:23 20/03/24 14:23 Prada Caffè pop-up 2023 The Group's Brands The Prada Group constantly works to enhance the value of its brands, fostering their visibility and desirability. Prada Since 1913, Prada has been synonymous with cutting-edge style. Its intellectual universe combines concept, structure and image through codes that go beyond trends. Its fashion transcends products, translating conceptuality into a universe that has become a benchmark to those who dare to challenge conventions. With its collections, today Prada embodies and spreads the vision and intellectual curiosity of co-creative directors Miuccia Prada and Raf Simons. Miu Miu Miu Miu was born in 1993 from the independent and unconventional spirit of Miuccia Prada. The brand is the most unrestrained portrayal of the designer’s creativity. The designer’s distinctive interpretation and decoding of the world today is its driving force. A universe of exploration and innovation, the ever-evolving nature of Miu Miu reflects the radical and impulsive character of the woman behind it. Miu Miu is immediate, instinctive and irreverent. With a light but always sophisticated touch, the brand leads fashion, representing the courage to take risks, a razor-sharp instinct to respond to shifts in contemporary fashion and culture. Church’s Church’s handcrafted shoes represent timeless elegance and artisanal quality. With a history dating back to 1617, Church’s combines the finest leather and superb craftsmanship with impeccable English style, redefining contemporary luxury by centuries-old tradition. Car Shoe Since 1963, Car Shoe has been known for its iconic loafers with rubber studs and deconstructed soles. Stemming from a passion for race cars and fine handmade shoes, this timeless accessory has become part of the common imagery of travel and motors. Marchesi 1824 Pasticceria Marchesi, a Milanese icon since 1824, is renowned for its elegant ambience, its impeccable service and exceptional patisserie. Locations include the historic Via Santa Maria alla Porta, Via Monte Napoleone, Galleria Vittorio Emanuele II in Milan, and a store in London’s Mayfair. Luna Rossa Luna Rossa is the Italian sailing team challenging for the 37th America’s Cup. Going beyond the definition of team, Luna Rossa represents the highest expression of sportsmanship and technological innovation whose project, throughout the years, has won the hearts of Italians and of all sailing enthusiasts around the world. 2424 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 24 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 24 20/03/24 14:23 20/03/24 14:23 ANNUAL REPORT2023PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 25 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 25 20/03/24 14:24 20/03/24 14:24 2525 The Prada GroupPradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 26 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 26 20/03/24 14:24 20/03/24 14:24 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 27 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 27 20/03/24 14:24 20/03/24 14:24 Advertising campaign Miu Miu F/W 2023 Business model The success of the Prada Group’s brands is based on a business model that combines skilled heritage craftsmanship with innovative industrial manufacturing processes. This enables the Group to translate new ideas into successful products, while retaining flexibility and control over know-how, quality and sustainability standards, as well as production costs. STYLE & DESIGN AND PRODUCT DEVELOPMENT COLLECTION OF ORDERS Showroom Presentation Sales Campaign Fashion Shows SOURCING Quality Control Worker Safety PRODUCTION DISTRIBUTION Direct Distribution 91% Indirect Distribution 9% PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 28 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 28 20/03/24 14:24 20/03/24 14:24 Creativity Miuccia Prada’s intellectual curiosity, her constant pursuit of new ideas, and her unique understanding and interpretation of culture and society underpin the Prada Group’s creative process. Her singular vision has made it possible to establish a genuine design culture, based on method and discipline, which guides everyone who contributes to the Group’s creative development. The appointment in 2020 of Raf Simons alongside Miuccia Prada as Creative Co-Director of the Prada brand produced a new creative dynamic, reiterating the importance and power of dialogue and cooperation. Constant experimentation and idea-sharing are the essential components of the design process. The time spent at the drawing board, in the testing room and on research and development, is fundamental to creating each collection. The Prada Group’s creative spirit continues to attract talented people from all over the world. Raw materials and production process The Group’s manufacturing approach is built on two pillars: continuous innovation, which advances skills and expertise, and a deep commitment to craftsmanship, vital for the production and value of each brand. The quality of raw materials is fundamental to product excellence. Often, fabrics and leathers are custom-made for the Group’s brands, meeting strict technical and style specifications to ensure superior quality. The Group's products are crafted in 26 owned manufacturing facilities (23 in Italy, 1 in the UK, 1 in France and 1 in Romania) and by a network of carefully selected and monitored industrial manufacturers, which are supplied with raw materials, patterns and prototypes from the Group, allowing close oversight at every stage of production. This approach is designed to achieve outstanding workmanship and provide considerable flexibility in production organization. Product quality gives the Group a competitive edge, which is reinforced by continuous research and experimentation with materials and techniques. Investments along the supply chain and in the workforce also play a crucial role. A significant number of the company’s production employees have been with the Prada Group for many years, ensuring both a high level of expertise and PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 29 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 29 20/03/24 14:24 20/03/24 14:24 2929 The Prada Groupdeep organizational knowledge. Through the Prada Group Academy, the company is committed to passing on its manufacturing techniques and craftsmanship to future generations, thus preserving the values at the heart of its corporate heritage. Distribution Over the years, the Prada Group has strategically evolved its distribution network to include 606 DOS in key prestigious international shopping destinations, enhancing the image of each brand. These stores do more than just sell products: they act as vital ambassadors, conveying each brand’s image consistently, clearly and effectively. Continuously updated, the Group’s extensive network of stores remains a cornerstone of the company’s strategy, showcasing new collections and anchoring the omnichannel approach. E-commerce platforms complement the physical stores, offering a dynamic and integrated shopping experience. The Group’s deep interest in architecture is reflected in a number of revolutionary retail concepts developed with leading architectural firms such as Rem Koolhaas and Herzog & de Meuron. These unique stores, known as Epicenters, are located in New York, Los Angeles and Tokyo and also host cultural debates and events. In recent years, the Group has selectively streamlined its wholesale channel, which includes department stores, multi-brand stores, franchisees and e-tailers, to ensure maximum quality of the partners and a more focused approach. Image and communication It is essential for the Prada Group’s communication to go beyond commercial objectives and to involve stakeholders in the brands’ ideas and values. A consistent and strong image, in line with the identity of each brand, is central to the Group’s strategy. Fashion shows, advertising campaigns and media coverage are the main platforms for presenting the brands and for gaining visibility among international audiences and industry critics. The Group leverages social networks, brand e-commerce sites, the corporate website, and digital platforms for direct and immediate engagement with its audience. The brands’ innovative and extraordinary special events are another important communication tool for the Group, enabling direct interaction with consumers in different local markets. Moreover, Luna Rossa’s participation in the prestigious America’s Cup since 2000 has significantly increased Prada’s visibility in the international sporting community, helping to build the brand’s credibility in activewear and enhancing its technological expertise. 3030 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 30 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 30 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023Advertising campaign Prada Leathergoods 2023 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 31 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 31 20/03/24 14:24 20/03/24 14:24 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 32 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 32 20/03/24 14:24 20/03/24 14:24 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 33 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 33 20/03/24 14:24 20/03/24 14:24 Sustainability The Prada Group's strategic choices have always been guided by the desire to achieve success for the benefit of all its stakeholders, be they shareholders, employees, customers or the communities in which the Group operates. In recent years, sustainability has been progressively integrated into the Group’s business model and operations. Together with a continuous and transparent dialogue with stakeholders, sustainability has become a key to strengthening the Group’s identity and competitive edge. In 2021, the Prada Group developed its sustainability strategy based on three pillars – Planet, People and Culture – to consolidate its commitment to these issues and to set medium and long-term goals. The sustainability landscape is changing rapidly, as are the resulting risks and opportunities for the business. As such, the sustainability strategy is evolving, to be improved and updated over time in order to respond to the needs and expectations of the Group’s stakeholders and the changing market conditions in which it operates. In order to meet current and future challenges and to ensure long-term sustainable development across the entire value chain, the Prada Group has also strengthened its ESG governance, in particular by establishing a Sustainability Committee in early 2022, which plays an active advisory role and assists the Board of Directors in assessing and making decisions on sustainability issues. The Group publishes an annual Sustainability Report that communicates its progress on its sustainability roadmap. The Report is drafted in accordance with GRI Standards Planet The Planet pillar sets goals for reducing environmental impact, including the targets approved by the Science-Based Targets initiative (SBTi) for the reduction of Scope 1, 2 and 3 greenhouse gas emissions, the extensive use of alternative, low-impact materials for both finished products and packaging, and a more circular approach to materials used in production and for other purposes such as shows and events. People This pillar includes initiatives to promote and enhance diversity, equality and inclusion, and to foster an inclusive culture based on respect for each individual at all levels of the organisation. It also includes a long-term investment plan to preserve craftsmanship and develop new talent, positioning the Prada Group as a beacon of excellence for new generations. Respect for and protection of the Group's employees is another key element, along with greater monitoring of employee engagement levels to improve their personal and professional wellbeing. 3434 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 34 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 34 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 35 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 35 20/03/24 14:24 20/03/24 14:24 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 36 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 36 20/03/24 14:24 20/03/24 14:24 Prada industrial Headquarter Valvigna, Terranuova Bracciolini (AR) by architect Guido Canali PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 37 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 37 20/03/24 14:24 20/03/24 14:24 Culture The Culture pillar reflects the Group's ongoing commitment to preserving and sharing Italian and international cultural heritage, as well as supporting nature and science, and highlights the Group's important ongoing role as an educator and promoter of new ideas. Miuccia Prada and Patrizio Bertelli’s passion for art and culture have inspired the Group to support the multidisciplinary activities of Fondazione Prada from 1993 to the present. In its first two decades of activity, Fondazione Prada commissioned utopian projects and monographs in Italy and abroad to recognized international figures, as well as established and emerging artists. Since 2002, it has also undertaken previously unexplored research paths by presenting philosophy conferences, architecture exhibitions, and various initiatives dedicated to cinema. Through collaborations with artists, curators, scientists, scholars, filmmakers, architects, musicians and intellectuals, and an extensive program, which currently extends to the three venues in Milan and Venice, established between 2011 and 2016, and, from 2018, to other external spaces in Shanghai, Tokyo and New York, Fondazione Prada provides a platform for dialogue and exchange on a global scale with an international and plural audience. (1) Fondazione Prada is an external entity of the Prada Group. The collaboration between the two parties is active in the form of sponsorship. 3838 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 38 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 38 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023Fondazione Prada Milan PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 39 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 39 20/03/24 14:24 20/03/24 14:24 Prada Group Structure Prada S.p.A. Milan Holding/manUfactURing/diStRibUtion/SeRviceS 100% Church & Co ltd Northampton manUfactURing/ SeRviceS 100% Church & Co (Footwear) ltd Northampton tRademaRkS 100% Church UK Retail ltd Northampton UndeR liqUidation 100% 100% 100% IPI Logistica S.r.l. Milan SeRviceS 100% Prada Canada Corp Toronto diStRibUtion/Retail 100% Prada Australia pty ltd Sydney Retail 60% Prada Middle East fzco Jebel Ali Free Zone-Dubai diStRibUtion/SeRviceS 100% Prada Retail France sas 100% Marchesi 1824 S.r.l. 100% Hipic Prod Impex S.r.l. Sibiu PRodUction 100% Post Development Corp New York Real eState 100% Prada Korea llc Seoul Retail 49% Prada Emirates llc 100% Prada Monte-Carlo sam Milan food&beveRage UK Branch London Prada sa Luxembourg tRademaRk Swiss Branch Lugano SeRviceS Figline S.r.l. Milan PRodUction 100% Prada USA Corp New York diStRibUtion/SeRviceS/Retail 100% Prada Singapore pte ltd Singapore Retail 49% Prada Kuwait wll Kuwait City Retail 100% Prada Belgium sprl 100% Prada Company sa Luxembourg SeRviceS 100% Church Germany gmbh Münich UndeR liqUidation 66.7% Artisans Shoes S.r.l. Montegranaro PRodUction 100% Church & Co (USA) ltd New York Retail 100% Church Hong Kong Retail ltd Hong Kong doRmant 60% 40% 39.8% Tannerie Limoges sas Isle PRodUction Les Femmes S.r.l. Porto S. Elpidio PRodUction Filati Biagioli Modesto S.r.l. Montale PRodUction 46.65% Conceria Superior S.p.A. Santa Croce sull’Arno PRodUction 15% Luigi Fedeli e Figlio S.r.l. Monza PRodUction Prada Guam llc Guam Retail Prada Retail Mexico S. de R.L. de C.V. Mexico City Retail 100% 100% 100% 100% Prada Retail Malaysia sdn bhd Kuala Lumpur Retail Prada Japan Co ltd Tokyo Retail 100% 100% 100% 100% 100% Prada Brasil Importação e Comércio de Artigos de Luxo ltda São Paulo Retail PRM Services S. de R.L. de C.V. Mexico City doRmant Prada Panama sa Panama doRmant Prada Retail Aruba nv Aruba Retail Prada Saint Barthelemy sarl Gustavia Retail 100% Prada (Thailand) Co ltd Bangkok Retail 100% Prada New Zealand ltd Wellington Retail 100% 100% Prada Vietnam Limited Liability Company Hanoi Retail Prada Saipan llc Saipan Retail 60% Prada Philippines Inc. Manila Retail 100% Prada Asia Pacific ltd Hong Kong SeRviceS/Retail Prada Taiwan ltd Hong Kong Retail 100% Taipei Branch Taipei Retail Prada Trading (Shanghai) Co ltd Shanghai doRmant Prada Fashion Commerce (Shanghai) Co ltd Shanghai Retail Prada Macau Co ltd Macau Retail Prada Dongguan Trading Co ltd Dongguan SeRviceS 100% 100% 100% 100% 4040 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 40 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 40 20/03/24 14:24 20/03/24 14:24 100% Prada Retail wll 100% Prada Germany gmbh Munich Retail/SeRviceS 100% Luna Rossa Challenge S.r.l. Grosseto management of Sailing team 75% Prada Saudi Arabia ltd 100% Prada Austria gmbh Spanish Branch Barcelona SeRviceS Luna Rossa Challenge 2024 S.L. Barcelona management of Sailing team 100% 100% Prada Czech Republic sro 100% Prada Rus llc Moscow Retail 100% Prada Netherlands bv Amsterdam Retail 100% Prada Ukraine llc 100% Prada Switzerland sa 100% Prada Kazakhstan llp 100% Prada Spain sl Dubai Retail Doha Retail Jeddah Retail Kiev Retail Almaty Retail 100% Prada Retail South Africa (pty) ltd Sandton doRmant 100% Prada Maroc Sarlau Casablanca UndeR liqUidation Paris Retail Monaco Retail Brussels Retail Vienna Retail Prague Retail Lugano Retail Madrid Retail 100% 100% Prada Portugal Unipessoal lda Lisbon Retail Prada Hellas Sole Partner llc Athens Retail 100% Prada Bosphorus Deri Mamüller ltd Sirketi 100% Prada Retail UK ltd Istanbul Retail London Retail Ireland Branch Dublin Retail 100% Prada Denmark aps Copenhagen Retail 100% Prada Sweden ab Stockholm Retail 100% Prada Norway as Oslo Retail 100% Prada San Marino S.r.l. San Marino Retail Kenon ltd London Real eState 100% ANNUAL REPORT2023Prada S.p.A. Milan Holding/manUfactURing/diStRibUtion/SeRviceS 100% Church & Co ltd Northampton manUfactURing/ SeRviceS Northampton tRademaRkS Northampton UndeR liqUidation Münich UndeR liqUidation New York Retail ltd Hong Kong doRmant 100% Church & Co (Footwear) ltd 100% Hipic Prod Impex S.r.l. 100% Post Development Corp 100% Prada Korea llc 100% Church UK Retail ltd 100% 100% Prada USA Corp New York diStRibUtion/SeRviceS/Retail 100% Prada Singapore pte ltd Singapore Retail 100% Church Germany gmbh 66.7% Artisans Shoes S.r.l. Prada Guam llc 100% 100% Prada Retail Malaysia sdn bhd Kuala Lumpur Retail 100% Church & Co (USA) ltd 60% Tannerie Limoges sas 100% 100% Prada Japan Co ltd Church Hong Kong Retail 100% 40% 100% Importação e Comércio de Artigos de Luxo ltda 100% Prada (Thailand) Co ltd Milan SeRviceS Sibiu PRodUction Figline S.r.l. Milan PRodUction Montegranaro PRodUction Isle PRodUction Les Femmes S.r.l. Porto S. Elpidio PRodUction 39.8% Filati Biagioli Modesto S.r.l. Montale PRodUction 46.65% Conceria Superior S.p.A. Santa Croce sull’Arno PRodUction 15% Luigi Fedeli e Figlio S.r.l. Monza PRodUction Prada Canada Corp Toronto diStRibUtion/Retail New York Real eState Guam Retail Prada Retail Mexico S. de R.L. de C.V. Mexico City Retail Prada Brasil São Paulo Retail de C.V. Mexico City doRmant Panama doRmant Aruba Retail 100% PRM Services S. de R.L. 100% Prada Panama sa 100% Prada New Zealand ltd Wellington Retail 100% Prada Vietnam Limited Liability Company 100% Prada Retail Aruba nv 100% Prada Saipan llc 100% Prada Saint Barthelemy sarl Gustavia Retail 60% Prada Philippines Inc. 100% Prada Asia Pacific ltd Hong Kong SeRviceS/Retail Sydney Retail Seoul Retail Tokyo Retail Bangkok Retail Hanoi Retail Saipan Retail Manila Retail 100% IPI Logistica S.r.l. 100% 100% Prada Australia pty ltd 60% Prada Middle East fzco Jebel Ali Free Zone-Dubai diStRibUtion/SeRviceS 100% Prada Retail France sas Paris Retail 100% Marchesi 1824 S.r.l. Milan food&beveRage 100% Prada sa Luxembourg tRademaRk Prada Emirates llc Dubai Retail 100% Prada Monte-Carlo sam Monaco Retail UK Branch London Swiss Branch Lugano SeRviceS 100% 100% 100% Prada Belgium sprl Brussels Retail 100% Prada Company sa Luxembourg SeRviceS Prada Germany gmbh Munich Retail/SeRviceS 100% Luna Rossa Challenge S.r.l. Grosseto management of Sailing team Prada Austria gmbh Vienna Retail Spanish Branch Barcelona SeRviceS 100% Prada Czech Republic sro Prague Retail Luna Rossa Challenge 2024 S.L. Barcelona management of Sailing team 100% Prada Rus llc Moscow Retail 100% Prada Netherlands bv Amsterdam Retail 49% 49% Prada Kuwait wll Kuwait City Retail 100% Prada Retail wll Doha Retail 75% Prada Saudi Arabia ltd Jeddah Retail 100% 100% 100% Prada Ukraine llc Kiev Retail Prada Kazakhstan llp Almaty Retail 100% 100% Prada Retail South Africa (pty) ltd Sandton doRmant Prada Maroc Sarlau Casablanca UndeR liqUidation Prada Taiwan ltd Hong Kong Retail 100% Taipei Branch Taipei Retail Prada Trading (Shanghai) Co ltd Shanghai doRmant 100% Prada Fashion Commerce (Shanghai) Co ltd 100% Shanghai Retail Macau Retail Prada Macau Co ltd 100% Prada Dongguan Trading Co ltd Dongguan SeRviceS 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Prada Switzerland sa Lugano Retail Prada Spain sl Madrid Retail Prada Portugal Unipessoal lda Lisbon Retail Prada Hellas Sole Partner llc Athens Retail Prada Bosphorus Deri Mamüller ltd Sirketi Istanbul Retail Prada Retail UK ltd London Retail Ireland Branch Dublin Retail Prada Denmark aps Copenhagen Retail Prada Sweden ab Stockholm Retail Prada Norway as Oslo Retail 100% Prada San Marino S.r.l. San Marino Retail 100% Kenon ltd London Real eState PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 41 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 41 20/03/24 14:24 20/03/24 14:24 4141 The Prada GroupPrada S.P.A. - Corporate information Registered Office Head Office Via A. Fogazzaro, 28 - 20135 Milan, Italy Via A. Fogazzaro, 28 - 20135 Milan, Italy Place of business in Hong Kong registered under Part 16 of the Hong Kong Companies Ordinance 8th Floor, One Taikoo Place 979 King’s Road Quarry Bay, Hong Kong S.A.R. (P.R.C.) Company Corporate website www.pradagroup.com Hong Kong Stock Exchange Identification Number 1913 Share Capital Board of Directors Audit and Risk Committee 4242 Euro 255,882,400 (represented by 2,558,824,000 shares of Euro 0.10 each) Patrizio Bertelli (Chairman of the Board & Executive Director) Paolo Zannoni (Executive Deputy Chairman of the Board & Executive Director) Andrea Guerra (Chief Executive Officer & Executive Director) Miuccia Prada Bianchi (Executive Director) Andrea Bonini (Chief Financial Officer & Executive Director) Lorenzo Bertelli (Executive Director) Yoël Zaoui (Lead Independent Director & Independent Non-Executive Director) Marina Sylvia Caprotti (Independent Non-Executive Director) Maurizio Cereda (Independent Non-Executive Director) Pamela Yvonne Culpepper (Independent Non-Executive Director) Anna Maria Rugarli (Independent Non-Executive Director) Yoël Zaoui (Chairman) Marina Sylvia Caprotti Maurizio Cereda PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 42 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 42 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023Remuneration Committee Nomination Committee Sustainability Committee Board of Statutory Auditors Organismo di Vigilanza (Supervisory Body) (Italian Leg. Decree 231/2001) Main Shareholder Company Secretary Marina Sylvia Caprotti (Chairwoman) Paolo Zannoni Yoël Zaoui Maurizio Cereda (Chairman) Lorenzo Bertelli Marina Sylvia Caprotti Pamela Yvonne Culpepper (Chairwoman) Lorenzo Bertelli Anna Maria Rugarli Antonino Parisi (Chairman) Roberto Spada David Terracina Stefania Chiaruttini (Chairwoman) Armando Simbari Roberto Spada Prada Holding S.p.A. Via A. Fogazzaro, 28 - 20135 Milan, Italy Wendy Pui-Ting Tong 8th Floor, One Taikoo Place 979 King’s Road Quarry Bay, Hong Kong S.A.R. (P.R.C.) Authorized Representatives in Hong Kong S.A.R. Patrizio Bertelli Via A. Fogazzaro, 28 - 20135 Milan, Italy Alternate Authorized Representative to Patrizio Bertelli in Hong Kong S.A.R. Hong Kong Share Registrar External Auditor Wendy Pui-Ting Tong 8th Floor, One Taikoo Place 979 King’s Road Quarry Bay, Hong Kong S.A.R. (P.R.C.) Cynthia Wing Han Cheng 8th Floor, One Taikoo Place 979 King’s Road Quarry Bay, Hong Kong S.A.R. (P.R.C.) Computershare Hong Kong Investor Services Limited Shops 1712-1716 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong S.A.R. (P.R.C.) Deloitte & Touche S.p.A. Via Tortona, 25 - 20144 Milan, Italy PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 43 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 43 20/03/24 14:24 20/03/24 14:24 4343 The Prada GroupCHAPTER 3 Financial Review PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 44 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 44 20/03/24 14:24 20/03/24 14:24 Basis of preparation The Board of Director’s Financial Review refers to the group of companies controlled by Prada S.p.A. (“Prada” or the “Company”), the operating parent company of the Prada Group (the “Group” or “Prada Group”). This Financial Review should be read in conjunction with the Consolidated Financial Statements and related explanatory Notes, which are an integral part thereof. The tables reported in the Financial Review have been prepared in accordance with the measurement and classification criteria of the International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union. Some “non-IFRS measures” are also used within the Financial Review in order to represent some financial aspects of the period from a management perspective. Consolidated Statement of Profit or Loss (includes Non-IFRS Measures) (amounts in thousands of Euro) Net sales Royalties Net revenues twelve months ended December 31 2023 % on net revenues twelve months ended December 31 2022 4,622,882 103,529 4,726,411 97.8% 2.2% 100% 4,124,592 76,082 4,200,674 % on net revenues 98.2% 1.8% 100% change 498,290 27,447 525,737 % change 12.1% 36.1% 12.5% Cost of goods sold (924,640) -19.6% (888,580) -21.2% (36,060) 4.1% Gross margin 3,801,771 80.4% 3,312,094 78.8% 489,677 14.8% Product design and development costs Advertising and communications costs Selling costs General and administrative costs Total operating expenses (150,616) (420,288) (1,872,626) (296,549) (2,740,079) -3.2% -8.9% (137,469) (359,114) -39.6% (1,704,363) -6.3% (265,972) -58.0% (2,466,918) -3.3% -8.5% -40.6% -6.3% -58.7% (13,147) (61,174) (168,263) (30,577) (273,161) 9.6% 17.0% 9.9% 11.5% 11.1% Recurring operating income – EBIT Adjusted 1,061,692 22.5% 845,176 20.1% 216,516 25.6% Other non-recurring income / (expenses) - - (69,186) -1.6% 69,186 -100.0% Operating income - EBIT 1,061,692 22.5% 775,990 18.5% 285,702 36.8% Interest and other financial income / (expenses), net Interest expenses on lease liability Dividends from investments Total financial income / (expenses) (32,031) -0.7% (24,498) -0.6% (7,533) (58,825) 627 (90,229) -1.2% 0.0% -1.9% (40,990) 473 (65,015) -1.0% 0.0% -1.5% (17,835) 154 (25,214) 30.7% 43.5% 32.6% 38.8% Income before taxation 971,463 20.6% 710,975 16.9% 260,488 36.6% Taxation (298,071) -6.3% (241,820) -5.8% (56,251) 23.3% Net income for the year 673,392 14.2% 469,155 11.2% 204,237 43.5% Net income - Non-controlling interests 2,366 0.1% 3,962 0.1% (1,596) -40.3% Net income - Group 671,026 14.2% 465,193 11.1% 205,833 44.2% PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 45 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 45 20/03/24 14:24 20/03/24 14:24 4545 Financial Review Key financial information Key economic indicators (amounts in thousands of Euro) Net revenues EBIT Adjusted (*) % incidence on net revenues EBIT (**) % incidence on net revenues Net income of the Group Earnings per share (Euro) Net operating cash flow (***) (*) Non-IFRS measure equal to EBIT less other non-recurring income / (expenses) (**) Non-IFRS measure equal to Earnings before Interest and Taxation (***) Non- IFRS measure equal to net cash flow from operating activities less repayment of lease liability Key financial position indicators (amounts in thousands of Euro) Net operating working capital (*) Net invested capital (right of use assets included) (**) Net financial surplus / (deficit) (***) Group shareholders’ equity twelve months ended December 31 2023 twelve months ended December 31 2022 4,726,411 1,061,692 22.5% 1,061,692 22.5% 671,026 0.262 725,596 4,200,674 845,176 20.1% 775,990 18.5% 465,193 0.182 695,527 December 31 2023 December 31 2022 734,742 690,573 5,790,789 5,073,699 196,908 534,900 3,853,795 3,482,217 (*) Non-IFRS measure equal to the sum of trade receivables (net), inventories (net) and trade payables (**) Non-IFRS measure equal to the sum of the total consolidated shareholders’ equity, the lease liability and net financial surplus/(deficit) (***) Non-IFRS measure equal to short-term and long-term financial payables due to third parties and related parties, net of cash and cash equiva- lents and short-term and long-term financial receivables due from third parties and related parties 2023 Highlights In 2023 the Prada Group achieved an excellent performance sustained by the continuous creative momentum of its brands. While the year was characterised by the resurgence of severe geopolitical tensions, especially in Middle East, and uncertainty in terms of economic outlook, the luxury sector proved its resilience and the Group’s results reflect significant progress on the path of its strategic, organisational and digital evolution. Group’s net revenues grew by 17.2% at constant exchange rates compared to 2022. The Group has reported 12 consecutive quarters of retail growth, driven by full price like-for-like sales, with positive contributions from both volumes and average price. At brand level, Prada delivered a high-quality, solid performance with retail net sales increasing by 12.1% in the year. Miu Miu retail net sales grew by 58.2% in 2023, an outstanding result confirming the brand strong desirability across all product categories and regions. The EBIT margin (22.5%) showed further expansion, coupled with substantial marketing investments behind the brands. The Group closes the year with a net cash position of Euro 197 million, which reflects capex cash-out of Euro 759 million, including the acquisition of the highly strategic real estate asset at 724, 5th Avenue (New York). At Prada, the year was characterised by continuous desirability, sustained by an evolved organisation and rigorous execution. The excellent reception of both Menswear and Womenswear fashion shows and collections confirms the enduring success of the brand’s creative codes, with impactful campaigns and talent strategy boosting visibility and interest globally. A well-balanced product category mix drove growth and resilience, thanks to the ability to continuously innovate and to successfully interpret contemporaneity. 4646 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 46 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 46 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023At the same time, the unveiling of exclusive collaborations, like the “Adidas Football for Prada” collection and the groundbreaking partnership with Axiom Space on NASA’s lunar spacesuits for Artemis III mission, surprised the audience. Successful activations realised throughout the year, including Prada Extends in Bangkok, the 9th and 10th iterations of Prada Mode, the Pradasphere II exhibition in Shanghai and the successful opening of the Prada Caffè in London, also contributed to deliver a distinctive brand experience worldwide. As for Miu Miu, the outstanding performance was supported by the strong foundations laid in recent years across brand, product, distribution and talents. The thriving brand momentum enabled growing awareness and desirability, driving remarkable commercial response across all product categories and regions. 2023 saw multiple successful launches in Leather Goods and Footwear, as well as a strong performance in Ready-to- Wear, cementing the brand positioning as trendsetter. Likewise, the viral collaborations with New Balance and Church’s amplified the reach towards a broader community, as a reflection of the brand dynamic identity. Brand heat was also supported by powerful campaigns and several talent activations, while successful event formats and special projects continued to foster the Miu Miu global community. At Church’s, the focus on the internal reorganisation continued in 2023, with specific attention to rationalise both corporate and industrial processes in support of the brand’s repositioning. The Group progressed with the upgrade of the retail network, completing about 130 renovation and relocation projects over the year, in line with the strategic objective of achieving retail excellence. Following 26 openings and 32 closures over the period, the Group ends the year with 606 Directly Operated Stores. In the digital arena, efforts were concentrated on a multiyear transformation program aimed at enhancing the entire technology infrastructure to support operational efficiency and revenue growth. The program includes initiatives encompassing omnichannel capabilities, product lifecycle, finance and retail ERP, reporting, and planning processes integration. On the industrial front, the Group continued to invest in its factories and in the vertical integration of the supply chain, to further improve manufacturing expertise and quality control at every step of the process. In this context, the acquisition of a minority stake in Luigi Fedeli e Figlio S.r.l., an Italian family business globally recognised for the quality of its knitwear and fine yarns, is a testament of the Group’s unwavering commitment to protect Italian know- how. 2023 also saw significant progress in environmental sustainability, with Scope 1&2 GHG emissions reduced by 58% over the year compared to the 2019 baseline. With 11 other brands in the Fashion Pact coalition, the Group signed an ambitious Collective Virtual Power Purchase Agreement (CVPPA), which will start in the next few years, to promote renewable energy in Europe. Ongoing efforts are also directed to reduce Scope 3 GHG emissions in line with the Group’s Science-Based Targets 2029, in particular by focusing upstream on the transition of some key raw materials to lower impact alternatives. Recently, the Group also invested in the purchase of Sustainable Aviation Fuel (SAF) credits from accredited partners to accelerate the decarbonisation of the aviation industry. Regarding the People aspect of the ESG strategy, the Group is particularly proud of its initiatives focused on gender equality, which have led to a 44% representation of women in its leadership team. Additionally, a new Chief People Officer was appointed in September 2023. The Group’s commitment to culture and water conservation continued over the period, with increased funding to support the SEA BEYOND education program, which has been expanded to include scientific research and humanitarian projects, with a focus on increasing ocean awareness. 4747 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 47 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 47 20/03/24 14:24 20/03/24 14:24 Financial ReviewFinally, the year marked the onboarding of Andrea Guerra as Prada Group CEO in January, as well as other strategic appointments: the result is a strengthened organisation, well equipped to drive the evolution of the Group while delivering on its growth ambition. Analysis of net revenues (amounts in thousands of Euro) Net revenues Retail net sales (Directly Operated Stores and e-commerce) Wholesale net sales (independent customers and franchisees) Royalties Total net revenues Retail net sales by brand Prada Miu Miu Church's Other twelve months ended December 31 2023 twelve months ended December 31 2022 % change current exc. rates % change constant exc. rates (*) Q4-23 vs Q4-22 % change constant exc. rates (*) 4,189,676 88.6% 3,736,971 89.0% 12.1% 17.2% 17.4% 433,206 9.2% 387,621 9.2% 11.8% 13.0% 32.1% 103,529 4,726,411 2.2% 76,082 100% 4,200,674 1.8% 100% 36.1% 12.5% 36.1% 17.2% -5.8% 18.1% 3,488,276 83.3% 3,252,025 648,936 15.5% 431,768 28,555 23,909 0.7% 0.6% 33,120 20,058 Total retail net sales 4,189,676 100% 3,736,971 Retail net sales by geographic area Asia Pacific Europe Americas Japan Middle East 1,446,146 1,312,023 767,365 483,838 180,304 34.5% 1,231,659 31.3% 18.3% 11.5% 4.3% 1,187,466 781,825 368,739 167,282 Total retail net sales 4,189,676 100% 3,736,971 Retail net sales by product category Leather goods Ready-to-wear Footwear Other 1,910,061 1,350,243 777,099 152,273 45.6% 1,851,737 32.2% 1,085,660 18.5% 3.6% 690,707 108,867 Total retail net sales 4,189,676 100% 3,736,971 (*) calculated excluding the effect of the hyperinflation in Turkey 87.0% 11.6% 0.9% 0.5% 100% 33.0% 31.8% 20.9% 9.9% 4.4% 100% 49.6% 29.1% 18.5% 2.9% 100% 7.3% 50.3% -13.8% 19.2% 12.1% 17.4% 10.5% -1.8% 31.2% 7.8% 12.1% 3.1% 24.4% 12.5% 39.9% 12.1% 12.1% 58.2% -12.7% 19.4% 17.2% 24.0% 14.0% 0.3% 43.8% 10.5% 17.2% 7.7% 30.6% 17.5% 44.4% 17.2% 9.5% 81.6% 3.4% 19.8% 17.4% 32.1% 7.5% 3.8% 37.6% 8.0% 17.4% 7.6% 27.7% 20.4% 40.5% 17.4% In the comments below the growth percentages are at constant exchange rates, unless differently specified. The Prada Group generated net revenues of Euro 4,726.4 million in the twelve months ended December 31, 2023, up by 17.2% compared to 2022. Exchange rate fluctuations reduced growth by 4.7%, to 12.5%. During the twelve months of 2023, retail net sales increased by 17.2% against the same period of 2022; the Group has reported 12 consecutive quarters of retail growth, driven by full price like-for-like sales, with positive contributions from both volumes and average price. Over the period, retail net sales accounted for 88.6% of total net revenues, therefore in line with 2022 level. As of December 31, 2023, the Group operated 606 stores, following 26 openings and 32 closures over the period. Sales in the wholesale channel rose by 13% compared to the corresponding period of 2022, with a controlled evolution of independent wholesale, in line with the Group strategy, and a strong increase in the duty free stores channel. Royalty income grew by 36.1% on 2022, a strong performance driven by the contribution of both eyewear and fragrances. 4848 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 48 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 48 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023Number of stores Prada Miu Miu Church's Car Shoe Marchesi 1824 Total Europe Asia Pacific Americas Japan Middle East Total December 31, 2023 December 31, 2022 December 31, 2021 Owned Franchises Owned Franchises Owned Franchises 428 141 28 2 7 606 20 5 - - - 25 422 145 37 2 6 612 21 5 - - - 26 420 146 61 2 6 635 21 5 - - - 26 December 31, 2023 December 31, 2022 December 31, 2021 Owned Franchises Owned Franchises Owned Franchises 200 196 102 85 23 606 - 23 - - 2 25 209 190 104 86 23 612 - 21 - - 5 26 228 193 105 88 21 635 - 21 - - 5 26 Brands Prada retail net sales increased by 12.1% over the year, showing high-quality growth driven by full price like-for-like sales. Miu Miu reported an excellent performance in the twelve-month period at +58.2% yoy, with strong growth across regions and product categories. The net revenues by brand amounted to Euro 3,912.3 million for Prada, Euro 753.2 million for Miu Miu, Euro 35.8 million for Church’s, and Euro 25.1 million for the other brands: twelve months ended December 31 2023 twelve months ended December 31 2022 % change current exc. rates % change constant exc. rates (*) Q4-23 vs Q4-22 % change constant exc. rates (*) (amounts in thousands of Euro) Net revenues by brand Prada Miu Miu Church's Other 3,912,309 82.8% 3,647,805 753,234 15.9% 488,952 35,791 25,077 0.8% 0.5% 41,971 21,946 Total net revenues 4,726,411 100% 4,200,674 (*) calculated excluding the effect of the hyperinflation in Turkey 86.8% 11.7% 1.0% 0.5% 100% 7.3% 54.1% -14.7% 14.3% 12.5% 11.6% 61.2% -13.8% 14.4% 17.2% 9.1% 90.2% 25.4% 18.4% 18.1% 4949 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 49 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 49 20/03/24 14:24 20/03/24 14:24 Financial ReviewMarkets Over the period the Group delivered double-digit growth across all regions, excluding Americas which ended the year flat. In Asia Pacific, retail net sales rose by 24%, on a volatile basis of comparison in 2022. The highest growth rates were reported in Mainland China, Hong Kong and Macau. In Europe, retail net sales rose by 14%, supported by strong demand from both local clients and tourists. Growth was significant in the first semester, and in the first quarter in particular, with more normalised but solid performance thereafter. The Americas ended substantially flat over the twelve-month period at +0.3%, with a sequential improvement in the last months of the year. Japan remained the top performing region, as retail net sales increased by 43.8%, largely driven by domestic spending and increasingly by tourists. Retail net sales in the Middle East also delivered a solid performance (+10.5%), notwithstanding intensified geopolitical headwinds. Products Over the period, leather goods recorded retail net sales growth of +7.7%, supported by both novel and iconic products, with an improving trend in the fourth quarter driven by both Prada and Miu Miu. Ready-to-wear remained the fastest growing category at +30.6%, thanks to the success of both menswear and womenswear collections. Footwear’s performance was also very strong at +17.5% against 2022, across genders and lines (lifestyle, sneakers and formal). Operating results The gross margin for the twelve-month period ended December 31, 2023 corresponded to 80.4% on net revenues, up from the 78.8% of 2022. Greater absorption of production overheads, lower logistic costs, better sales mix in terms of distribution channels and higher average prices were the key drivers of this improvement. Operating expenses totaled Euro 2,740.1 million, up by Euro 273.2 million versus 2022. The increase was attributable primarily to higher variable costs resulting from the increase in sales, marketing spend, personnel expenses, and other general and administrative costs. The operating income for the period, or EBIT, was Euro 1,061.7 million, 22.5% of net revenues, compared to the Euro 776 million (18.5% of net revenues) of 2022, which included non-recurring expenses of Euro 69.2 million. Financial expenses and taxation The net financial expenses of Euro 90.2 million were Euro 25.2 million higher than in 2022. The increase was largely attributable to interest expenses on lease liabilities and higher foreign exchange losses, partially offset by higher financial interest income. The taxation for the twelve months ended December 31, 2023 was Euro 298.1 million, corresponding to 30.7% of the profit before tax. Net income The net income for the year amounted to Euro 673.4 million (14.2% of net revenues), versus Euro 469.2 million (11.2%) reported in 2022. 5050 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 50 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 50 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023Analysis of the Statement of financial position Net invested capital The following table reclassifies the statement of financial position to provide information on the composition of the net invested capital: (amounts in thousands of Euro) Right of use assets Non-current assets (excluding deferred tax assets), net Trade receivables, net Inventories, net Trade payables Net operating working capital Other current assets (excluding items of financial position) Other current liabilities (excluding items of financial position) Other current liabilities (excluding items of financial position) Other current assets / (liabilities), net Provision for risks Post-employment benefits Other long-term liabilities Deferred taxation, net Other non-current assets / (liabilities), net Net invested capital Shareholder's equity – Group Shareholder's equity – Non-controlling interests Total consolidated shareholders' equity Long-term financial, net surplus / (deficit) Short-term financial, net surplus / (deficit) Net financial surplus / (deficit) Net financial surplus / (deficit) to consolidated shareholders' equity ratio Long-term lease liability Short-term lease liability Total lease liability Net financial surplus / (deficit), including lease liability Shareholders’ equity and net financial surplus / (deficit), including lease liability December 31 2023 December 31 2022 2,024,552 3,006,998 405,151 782,978 2,011,474 2,517,042 331,915 760,457 (453,387) (401,799) 734,742 276,123 (422,541) (146,418) (49,867) (60,875) (57,459) 339,116 170,915 690,573 229,575 (522,553) (292,978) (51,486) (67,571) (65,590) 332,235 147,588 5,790,789 5,073,699 (3,853,795) (3,482,217) (23,014) (18,805) (3,876,809) (3,501,022) (338,422) (394,531) 535,330 196,908 -5.1% 929,431 534,900 -15.3% (1,699,599) (1,715,451) (411,289) (392,126) (2,110,888) (2,107,577) (1,913,980) (1,572,677) (5,790,789) (5,073,699) The net invested capital as of December 31, 2023 amounts to Euro 5,791 million, with equity of Euro 3,877 million and lease liabilities of Euro 2,111 million; the net financial position at the end of the period is a surplus of Euro 196.9 million. The right of use assets increased by Euro 13.1 million, mainly as a result of new leases and remeasurements of existing leases totaling Euro 606.8 million, net of depreciation of Euro 445.5 million, termination of contracts of Euro 75.3 million, of which Euro 74.8 million related to the acquisition of real estate investment in 724, 5th Avenue (New York), which was previously leased and has been acquired in 2023 as reported in Note 15 “Property, plant and equipment”, writedowns of Euro 18.6 million and foreign exchange differences impact of Euro 60.2 million. The non-current assets (net) rose by Euro 490 million (Euro 3,007 million as of December 31, 2023 versus Euro 2,517 million at December 31, 2022) following capital expenditures of the year amounting to Euro 752.7 million, against depreciation, amortisation and writedowns of Euro 240.5 million. 5151 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 51 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 51 20/03/24 14:24 20/03/24 14:24 Financial Review (amounts in thousands of Euro) Retail Real estate Production, logistics and corporate Total twelve months ended December 31 2023 twelve months ended December 31 2022 215,884 381,711 155,106 752,701 168,935 - 107,161 276,096 Real estate capital expenditures included the investment in a highly strategic building at 724, 5th Avenue (New York), which currently hosts a Prada store, for a consideration equal to US Dollar 425 million (Euro 393 million). The carrying amount (resulting in Euro 366 million, including other direct charges) was determined deducting from the purchase price the net of the lease liability and right of use assets immediately before the purchase (Euro 28.1 million). In addition, the Group continued to invest in store restyling and relocation projects, in the advancement of the technological and digital roadmap in the retail, manufacturing and corporate areas and in the industrial area. The net operating working capital as of December 31, 2023 is Euro 734.7 million, up by Euro 44.2 million from December 31, 2022: trade receivables increased by Euro 73.2 million, inventories increased by Euro 22.5 million, and trade payables increased by Euro 51.6 million. The other current liabilities (net) amount to Euro 146.4 million as of December 31, 2023, down by Euro 146.6 million from December 31, 2022, essentially due to the decrease of the current tax liability as a result of the payment of the income taxes liability accounted as of December 31, 2022. The other non-current assets (net) of Euro 170.9 million as of December 31, 2023 rose by Euro 23.3 million from December 31, 2022. Net financial position The following table provides details of the net financial position: (amounts in thousands of Euro) Bank borrowing – non-current Financial payables and bank overdrafts - current Payables to related parties - current Total financial payables – current Total financial payables Cash and cash equivalents Financial receivables from related parties - non-current Financial receivables from related parties - current Total financial receivables and cash and cash equivalents Net financial surplus / (deficit) December 31 2023 December 31 2022 (338,422) (395,656) (148,338) (160,847) (5,853) (3,568) (154,191) (164,415) (492,613) (560,071) 689,519 1,091,622 - 2 1,125 2,224 689,521 1,094,971 196,908 534,900 The net operating cash flow for the twelve-month period, after the payment of the lease liability (Euro 429.7 million), was positive for Euro 725.6 million. After the cash outflows for investing activities (Euro 759.2 million), dividend payments (Euro 281.7 million), net of the devaluation of the items of the net financial position (Euro 17.8 million) and other minor items, the net financial surplus reached Euro 196.9 million at the end of the period. 5252 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 52 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 52 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023 (amounts in thousands of Euro) Cash flow from operating activities Net cash, interest received (paid) Lease liability: interest paid Tax paid Net cash flow from operating activities Repayment of lease liability Net operating cash flow Net cash flow utilized by investing activities Free cash flow December 31 2023 December 31 2022 1,694,951 1,392,805 5,863 (58,825) (8,533) (40,989) (486,708) (219,586) 1,155,281 1,123,697 (429,685) (428,170) 725,596 695,527 (759,191) (250,209) (33,595) 445,318 The total amount of undrawn lines of credit as of December 31, 2023 is equal to Euro 768 million, consisting of Euro 451 million of committed lines and Euro 317 million of uncommitted lines. All financial covenants were fully complied with as of December 31, 2023 and they are expected to be complied with within the next 12 months as well. The following table sets forth the lease liability: (amounts in thousands of Euro) Long-term lease liability Short-term lease liability Total December 31 2023 December 31 2022 1,699,599 1,715,451 411,289 392,126 2,110,888 2,107,577 The lease liability increased from Euro 2,108 million at December 31, 2022 to Euro 2,111 million at December 31, 2023, primarily as a result of remeasurements for lease extensions or modifications for Euro 602.2 million net of the payments of the period for Euro 429.7 million, termination of contracts of Euro 108 million of which Euro 102 million due to the real estate investment in 724, 5th Avenue (New York) which was previously leased and has been acquired in 2023 as reported in Note 15 “Property, plant and equipment”, and the exchange rate differences for the period for Euro 61 million. The lease liability was concentrated mainly in Japan, the U.S.A. and Italy. The net financial indebtedness, including the lease liability, amounted to Euro 1,914 million as of December 31, 2023 (Euro 1,573 million as of December 31, 2022). Further information on the Group’s debt maturities and obligations, currency and interest rate risk management, commitments and contingent liabilities is provided in Notes 21, 26 and 28 of the Notes to the Consolidated Financial Statements. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 53 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 53 20/03/24 14:24 20/03/24 14:24 5353 Financial Review Risk factors and management The Prada Group’s business is exposed to various risks that, if they materialize, could adversely affect its operations, results and financial situation, or reputation. Some of these risks depend on the constantly changing and highly competitive environment for the luxury industry, which primarily concern the desirability of the Group’s products. For this reason, some of the main strategies of the Group are (i) guaranteeing constant recognition of the brands as reference points in the industry, (ii) supporting and developing retail sales, as well as (iii) the continuous identification, monitoring and mitigation of the main Group risks. In order to manage, anticipate and mitigate its risk exposure, and to ensure that it can develop its business sustainably over the long term, the Group has set up a risk management system. Risk factors are presented as follows: 1. Operational and ESG Risks 1.a. Intellectual property and brand protection Description What we do The Group’s brands and other intellectual property rights are fundamental assets. Infringements of the Group’s intellectual property rights can have significant negative impacts on its results and damage its image. The Group pursues an active anti-counterfeiting policy involving both preventive measures and legal actions. Its strategy is based on the following pillars: ― the Group’s brands, designs, patents and websites are registered to obtain legal protection in all countries throughout the world; ― an Intellectual Property Team is responsible for brand protection efforts globally, online and offline, through – among others – monitoring actions (in both traditional markets and on the internet), inspections, contacts with competent local and international authorities and custom agencies, legal actions; for all such actions, the team can act directly or with the support of external consultants. In addition, all products have been equipped with a remote frequency identification (RFID) tag, using a technology that makes it possible to verify the authenticity of the products and track them. All retail and wholesale products bearing the RFID tag have also been registered on the blockchain of the Aura Consortium. 5454 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 54 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 54 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT20231.b. Commercial attractiveness and desirability Description What we do The Group’s success is reliant on its ability to create and influence fashion and product trends, to timely anticipate shifts in consumer taste and trends, and to meet and exceed customer expectations. Failure to timely perceive fashion needs or to translate them into the styling, design and development phase could negatively impact the appeal of the Group’s brands and, therefore, its results and financial situation. The Group addresses the risk – first of all – by investing in strong and structured style and design teams, capable of fine-tuning with cultural and consumer changes. The teams – guided by Miuccia Prada and Raf Simons, as for the “Prada” brand, and by Miuccia Prada for the “Miu Miu” brand – are composed of professionals of different nationalities, cultures and talents, to foster creativity. In addition, they are invited to combine a strong sense of fashion with intellectual curiosity, the pursuit of new and unconventional ideas, as well as cultural and social interests. Secondly, the Group pursues cutting edge communication strategies, to be in-tune with – and even to anticipate or create – fashion trends. In addition, the Group invests in regular store renovations (both brick-and-mortar and online) to channel the brands’ images and guarantee enhanced customer experiences. Brand attractiveness and customer satisfaction are also pursued through regular training and professional qualification programs for its employees, especially those working in stores. 1.c. Talent management and retention Description What we do The Group’s operations require managers, employees and artisans having the right qualifications in the design, product development, production, marketing, merchandising, management and corporate functions. It is therefore key for the Group to retain skilled workforce and to train new generations, especially in a dynamic and evolving job market. Loss of talented and skilled people, high turnover rate, departure of senior executives and disappearance of craftsmanship heritage may impact on the Group’s operations, product quality and, consequently, results. The Group proactively addresses the risk by: (i) carrying out training initiatives, such as through the Prada Academy, where knowledge is shared and skills, techniques, and innovative ideas are shaped in a way to foster talent and hand down the professional expertise essential for the Group; (ii) monitoring the market, to acquire the best, and most fitting, professional skills and métiers; (iii) setting up retention initiatives, such as a performance management process based on individual goals and leadership development, as well as adequate incentive schemes. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 55 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 55 20/03/24 14:24 20/03/24 14:24 5555 Financial Review1.d. Real Estate Description What we do Specific teams are responsible to handle real estate activities, such as market monitoring, conducting negotiations concerning real estate assets (leases and acquisitions) and construction and renovation projects for retail places. Moreover, the Group performs periodical reviews of contracts, site visits and “ad-hoc” counterparty due diligence. What we do The Group pursues the preservation of the image and prestige of the brands by (i) maintaining its innovative features for style, product and communication; (ii) monitoring each internal and external phase of the value chain to reduce the risk of inadequate performance; (iii) oversight of external communication concerning the brands, including through social media. The Group also undertakes ESG specific initiatives, through Prada S.p.A.’s Sustainability Committee, as well as its Board members with significant professional ESG experience, as well as corporate and industrial sustainability dedicated functions. Should the Group lose strategic retail places, due to difficulties in finding fitting locations or in negotiating new leases at adequate terms and conditions, the Group’s strategy could be undermined, with negative consequences for its results. Conversely, should the Group be compelled to carry out significant construction/renovation projects to align facilities to its standards, or unable to carry out projects timely and on budget, its financial situation could be negatively impacted. 1.e. Corporate image Description The Group’s success in the international luxury goods business is linked to the image and distinct character of its brands, in a highly competitive environment. These features depend on many factors, such as the style and design of the products, the quality of the materials used and production techniques, image and locations of directly operated stores, careful selection of business partners, communication activities and the corporate profile in general. The Group is also mindful of the transparency and accountability demanded by its stakeholders in the rapidly evolving environmental, social and governance landscape in which it operates. Negative events concerning the above – such as unfavourable or inaccurate media coverage, negative campaigns on social network, individual behaviour contrary to the Group’s values of ethics and integrity – can affect the Group’s image and reputation and, consequently, negatively impact results. 5656 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 56 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 56 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT20231.f. Fraud Description What we do Frauds may be perpetrated to obtain money or – among others – property or services, personal or business advantage. Lack of controls and insufficient segregation of duties could lead to fraud and, consequently, economic losses and reputational damages. The Group has equipped itself with various control tools, preventive and deterrent processes, aimed at improving the efficiency and the monitoring of its treasury activities, such as: (i) various Group procedures in place (Code of Ethics, Anti-corruption policy, Corporate Finance & Treasury policy); (ii) the set up of the Whistleblowing system and its related policy; (iii) providing banking Power of Attorney to a limited number of people, regularly updated and duly approved by Board of Directors; (iv) strengthening Segregation of Duties, access controls to Corporate systems and its internal controls over treasury activities. 1.g. Supply Chain Management Description What we do Inability to source raw materials, manufacture, procure and distribute finished products on a timely basis at the required quality, quantity and cost from suppliers who meet quality and the Group’s ethics standards could lead to disruptions in production, negative effects on the Group’s results and/or damages to the Group’s reputation. Although the Group does not significantly depend on any façon manufacturer, the suspension or termination of a relationship with some of the most significant façon manufacturers could adversely affect the Group’s business and, as a consequence, its results. The Group contracts with several suppliers, to avoid concentration of supply. The fact that production is mainly located in Europe, especially in Italy, grants an adequate level of competence, quality and reliability. In addition, sensitive processes – such as the creation of prototypes and samples, the cutting of hides and controls over raw materials and semifinished goods – take place at the Group’s own manufacturing facilities. The Group’s technical staff carries out controls to ensure that products meet quality standards and that the entire supply chain complies with Prada S.p.A.’s Code of Ethics, which must be signed by business partners. Moreover, the Group demands – and monitors (including through inspections) – compliance by manufacturers with applicable regulations concerning labor law, social security and occupational health and safety, as well as with the Group’s regulations on brand ownership and other intellectual property rights. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 57 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 57 20/03/24 14:24 20/03/24 14:24 5757 Financial Review1.h. Business resilience Description What we do Business interruption can occur due to a variety of factors, including escalations in geopolitical or social tensions, restrictions to people movement or to exports, cyberattacks, property damages caused by an extreme weather event, public health events, machinery breakdowns, labor disputes and quality control failures on the operations. The resulting losses can be economic (e.g., decreased sales, increased labor costs, need to substitute a key supplier, decreased revenue potential due to natural disasters) and reputational. The Group addresses these risks through a balanced geographical distribution of its stores, to avoid high concentration; operations/production mainly located in Italy, but in several facilities; operations/production located in new/renewed premises; continuous development of online sales activities; strengthening of the Information System department; insurance programs aimed at mitigating such risks. 1.i. Health, security and safety Description What we do The Group is exposed to risks related to (i) workers’ health and safety, such as injuries, occupational diseases and accidents that could lead to physical harm to people, (ii) non-compliance with quality and security standards of products. Such risks can lead to litigation, and related costs affecting the Group’s financial situation, as well as damage to the Group’s image. To mitigate these risks, the Group (i) conducts periodic safety training and refresher courses; (ii) undergoes renovations and new constructions; (iii) carries out fire risk assessments on high-risk premises; and with respect to product quality, carries out quality control on manufacturing used in the production process (from sourcing to finishing touches). 1.j. Environmental Description The financial situation and the reputation or the Group could be affected by (i) extreme climatic phenomena, cost increases for raw materials and other similar environmental circumstances capable of affecting its production, (ii) new regulations aimed at containing pollution and climate change, which may trigger compliance costs or failures for the Group and (iii) changes in customer purchasing habits related to evolutions of the environmental context. What we do To prevent or mitigate these risks, the Group adopted ad hoc internal processes, including the sustainability policy which laid the foundations for the Company's sustainability focus based on three pillars - Planet, People and Culture - where the Group firmly believes it can make the greatest contribution in terms of value creation in its own industry and for the benefit of society as a whole. The Group formalized a sustainability strategy with a clear roadmap for the reduction of greenhouse gas emissions, extensive use of alternative, low impact materials for both finished products and packaging, and a more circular approach to materials used in production and for other purposes such as shows and events, where waste is recycled and reused. The strategy also focuses on the traceability of raw materials and the continuous improvement of social and environmental standards along the supply chain through close collaboration with suppliers. 5858 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 58 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 58 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023Description What we do The strategy is an evolving plan that will be improved and updated over time to respond to the needs and expectations of the Group’s stakeholders and the changing market conditions in which it operates. In 2023, the organization moved towards identifying and formalizing medium-term targets and internal Key Performance Indicators (KPIs) to monitor the progress, with a particular focus on the decarbonization of its operations and the transition to lower impact materials for its finished products. In addition, the Group enforced the sustainability culture through the promotion of internal and external initiatives (e.g. Sea Beyond, Forestami Academy, corporate on/off- line dedicated trainings). What we do The Group manages credit risk and mitigates the related effects through a control system based on the monitoring of the creditworthiness and solvency of customers, the stipulation of insurance contracts and the use of safe solutions such as advance payments. The Group considers no significant risk to exist on these kinds of liquid assets given that they are used for operating activities and business processes and, consequently, the number of independent parties involved is fragmented. However, there is a potential risk related to cash shortages at stores. The Group has equipped itself with various control tools, preventive and deterrent, aimed at improving the efficiency of cash management activities. 2. Financial risks 2.a. Credit risk Description Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognized in the financial statements. The Group considers its credit risk to involve primarily trade receivables generated from the wholesale channel and other commercial partners, and liquid assets. As part of Credit risk, the financial counterparty risk is managed through a proper diversification of financial counterparties, considering their creditworthiness and solvency: The risk of default of liquid assets substantially relates to bank deposits, which represent the Group’s most widely-used financial product for investing surplus operating cash flows. Default risk is mitigated by the allocation of cash holdings to bank deposits that are diversified in terms of counterparties (always investment grade), country and currency, and by the consistently short-term period. The residual portion of liquid assets consists of cash and bank accounts. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 59 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 59 20/03/24 14:24 20/03/24 14:24 5959 Financial Review2.b. Liquidity risk Description What we do Liquidity risk refers to difficulty that the Group could have in securing new funds, leading to a failure in meeting its financial obligations. The Directors are responsible for managing liquidity risk, whereas the Group CFO, supported by the Deputy Group CFO, is responsible for optimizing financial resources. The Directors consider the currently available funds and lines of credit, in addition to the funding that will be generated by operating and financing activities, to be sufficient for enabling the Group to meet its requirements in terms of working capital management, investing activities, punctual loan repayment and the payment of any dividends as planned. 2.c. Foreign exchange risk Description What we do The Group has a vast international presence, and therefore is exposed to the risk that changes in currency exchange rates could adversely impact revenue, expenses, margins and profit. In order to hedge foreign exchange risk, the Group enters into derivative contracts designed to fix the value in Euro (or other functional currency) of identified future cash flows. The future cash flows consist primarily of intercompany inflows of trade and financial receivables and intercompany outflows of trade payables. They refer mainly to Prada S.p.A., the Group’s parent company and worldwide distributor of Prada and Miu Miu brand products. 2.d. Interest rate risk Description Interest rate risk is the risk that future cash flows could be affected by interest rate fluctuations. In order to hedge this risk, which refers mainly to Prada S.p.A., the Group uses derivatives (such as interest rate swaps or collar) to convert variable-rate debt into fixed-rate debt or debt at rates within a specified range. The management of foreign exchange risk is described in more detail in the Notes to the Consolidated Financial Statements. What we do The management of interest rate risk is described in more detail in the Notes to the Consolidated Financial Statements. 6060 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 60 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 60 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT20233. Legal and regulatory risks 3.a. Risks related to the evolution of the regulatory framework Description What we do In the various jurisdictions where it operates, the Group is subject to laws and regulations and, therefore, exposed to the risk of non-compliance, which – in the case of a major breach – could have a material impact on the business and performance of the Group. In addition, new legislation imposing more stringent standards may entail increased compliance or may limit the Group's operations, with negative consequences for its financial performance. The Group involves various divisions and uses external experts as necessary to keep its processes and procedures constantly updated in order to comply with changing rules and regulations in a timely manner, thereby mitigating the risk of non-compliance. Monitoring activities are performed by division managers, auditors, special entities and committees such as the Supervisory Body and the Audit and Risk Committee. Prada S.p.A. holds the status of Authorized Economic Operator (“AEO full”). This recognition, issued by the Customs Agency, is granted to companies that prove to be competent and virtuous in the management of their business processes, in compliance with both customs regulations and safety standards for goods. This can concern, in particular, the following: ― risks associated to non-compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited or with other laws or regulations in force in Hong Kong S.A.R. that Prada S.p.A. must observe as it is listed on the Stock Exchange of Hong Kong Limited; ― risks associated with occupational health and safety under Italian Legislative Decree 81/2008 and equivalent regulations in force in other countries; ― possible legal penalties for wrongful acts pursuant to Italian Law 231/2001, as subsequently amended; ― events that could adversely affect the accuracy of the annual financial statements and the protection of assets; ― manufacturing compliance risks with respect to Italian and international laws and regulations regarding finished goods distributed and raw materials and consumables used. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 61 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 61 20/03/24 14:24 20/03/24 14:24 6161 Financial Review3.b. Tax risk Description What we do The Prada Group’s tax strategy is based on the prevention of tax risks and on tax certainty, both of which are pursued through ongoing dialogue and long-term, principled interaction with the tax authorities in the countries where it operates. The Group’s tax risks, which could arise from compliance errors or incorrect interpretation of regulations, are constantly monitored within the scope of an extensive internal control system, incorporated into the tax control framework. The effectiveness of the tax risk management system has made Prada S.p.A. eligible to participate in the Cooperative Compliance Tax Regime in Italy (under Italian Legislative Decree 128/2015), enhancing its tax control framework. Within such regime, the Group has expanded a systematic, open communication channel with the Italian and the foreign tax authorities of the most strategically important countries where it operates, based on reciprocal transparency and trust, with the purpose of minimizing the level of uncertainty about potentially risky situations. 6262 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 62 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 62 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023Other information Information on related-party transactions Information on the Group’s transactions and balances with related parties is provided in the Notes to the Consolidated Financial Statements, insofar as required by IFRS, and in the Directors’ Report and Corporate Governance Report, insofar as required by the Hong Kong Stock Exchange rules. Non-IFRS measures The Group uses certain financial measures (“non-IFRS measures”) to measure its business performance and to help readers understand and analyse its financial situation. Although they are used by the Group’s management, such measures are not universally or legally defined and are not regulated by the IFRS adopted to prepare these Consolidated Financial Statements. Other companies operating in the luxury goods industry might use the same measures, but with different calculation criteria. For this reason, it is important for non-IFRS measures to always be read in conjunction with the related explanatory notes, and for readers to be aware that such measures may not be directly comparable with those used by other companies. The Prada Group uses the following non-IFRS measures in this Annual Report: Net revenues at constant exchange rates: current year net revenues calculated considering the prior year exchange rates. Net sales at constant exchange rates: current year net sales calculated considering the prior year exchange rates. Operating income - EBIT: Earnings before Interest and Taxation, i.e. “Consolidated net result for the period” adjusted to exclude “Total financial income / (expenses)” and “Taxation”. Other non-recurring income / (expenses): transactions qualified by the Directors as non-recurring when their nature, materiality or frequency requires separate disclosure in order to give readers additional information of the Group’s operating results. Other non-recurring transactions could include, for example, impairment losses or reversal of impairment losses of fixed assets, restructuring costs, litigation costs, and gains and losses on disposals of fixed assets only when they are related to unusual material transactions considered outside the normal course of business. Recurring operating income - EBIT Adjusted: the difference between the “Operating income - EBIT” and the “Other non-recurring income / (expenses)”. The reconciliation of Prada Group’s EBIT Adjusted and EBIT with the nearest IFRS measure (Net income for the year) is reported below: (amounts in thousands of Euro) Net income for the year Taxation Total financial (income) / expenses twelve months ended December 31 2023 % on net revenues twelve months ended December 31 2022 673,392 298,071 90,229 14.2% 6.3% 1.9% 469,155 241,820 65,015 % on net revenues 11.2% 5.8% 1.5% Operating income - EBIT 1,061,692 22.5% 775,990 18.5% Other non-recurring (income) / expenses - - 69,186 1.6% Recurring operating income – EBIT Adjusted 1,061,692 22.5% 845,176 20.1% For the twelve months ended December 31, 2023, the other non-recurring income and expenses is nil as no non-recurring material and unusual transaction has occurred in 2023, while in the twelve months ended December 31, 2022 they included a write-down of Euro 42 million of tangible fixed assets and right of use assets as a result of the extraordinary market conditions in Russia, a write-down of Euro 19.4 of the Church’s brand in context of the reorganisation process and a settlement of a litigation of Euro 7.8 million considered of a non-recurring nature. Net financial position surplus / (deficit): Short-term and long-term financial payables due to third parties and related parties, net of cash and cash equivalents and short-term and long-term financial receivables due from third parties and related parties. Net financial position surplus / (deficit), including lease liability: Net financial position including lease liability. 6363 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 63 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 63 20/03/24 14:24 20/03/24 14:24 Financial Review(amounts in thousands of Euro) Net financial position surplus / (deficit) Short-term lease liability Long-term lease liability Total lease liability Net financial position surplus/(deficit), including lease liability December 31 2023 December 31 2022 196,908 534,900 (411,289) (392,126) (1,699,599) (1,715,451) (2,110,888) (2,107,577) (1,913,980) (1,572,677) Net operating working capital: the sum of trade receivables (net), inventories (net) and trade payables. Net invested capital (right of use assets included): the sum of the total consolidated shareholders’ equity, the lease liability and net financial surplus / (deficit). Net operating cash flow: net cash flow generated by operating activities, less the repayment of lease liability. Free cash flow: net operating cash flow after the net cash flows used for the investing activities. (amounts in thousands of Euro) Cash flow from operating activities Net cash, interest received (paid) Lease liability: interest paid Tax paid Net cash flow from operating activities Repayment of lease liability Net operating cash flow Net cash flow utilized by investing activities Free cash flow December 31 2023 December 31 2022 1,694,951 1,392,805 5,863 (58,825) (8,533) (40,989) (486,708) (219,586) 1,155,281 1,123,697 (429,685) (428,170) 725,596 695,527 (759,191) (250,209) (33,595) 445,318 Research and development activities The research and development activities are described in the introductory (“The Prada Group”) section of this Annual Report, in the paragraph regarding creativity. The design and product development costs for the twelve months ended December 31, 2023 amount to Euro 150.6 million, as reported in the Consolidated Statement of Profit or Loss prepared in accordance with IFRSs. Treasury shares As at December 31, 2023 the Group did not own any treasury shares, as reported in the “Corporate Governance” section. Events after the reporting date No significant events to be reported. 6464 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 64 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 64 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023 Outlook The Group is mindful of persisting geopolitical and macro-economic uncertainties and of the high comparison base going forward. Against this backdrop, the Group priority for 2024 remains to drive brand desirability and retail excellence further. As with 2023, while quarterly growth trajectory may not be linear through the year, the Group retains the firm ambition of delivering solid, sustainable, above-market growth. Milan, March 7, 2024 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 65 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 65 20/03/24 14:24 20/03/24 14:24 6565 Financial ReviewCHAPTER 4 Directors and Senior Management PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 66 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 66 20/03/24 14:24 20/03/24 14:24 Directors Our Board of Directors (the “Board”) consists of eleven Directors: six executive Directors, and five independent non-executive Directors. The Board is appointed for a term of three years. Executive Directors PATRIZIO BERTELLI Chairman of the Board and Executive Director MIUCCIA PRADA BIANCHI Executive Director BERTELLI, Patrizio, aged 77, is the Chairman of the Board with effect from April 27, 2023. He was first appointed to the Board in 2003 and held the role of Co-Chief Executive Officer along with Ms. Miuccia Prada until January 26, 2023. His partnership with Miuccia Prada began at the end of the ‘70s. He combines entrepreneurial activity with a wide range of cultural and sporting interests that he shares with Miuccia Prada. Mr. Bertelli received an honorary degree in Business Economics from the University of Florence in 2000 and the “University Seal” from the University of Bologna in 2021. In 2006, Time Magazine cited Mr. Bertelli and Miuccia Prada as among the 100 most influential couples in the world and in 2012 he became the first Italian in history to be inducted into the America’s Cup Hall of Fame. Mr. Bertelli holds directorships in subsidiaries of the Company. He holds directorship in PA BE 1 S.p.A., which is a substantial shareholder of the Company. Mr. Bertelli is the husband of Ms. Prada, Executive Director, and is the father of Mr. Lorenzo Bertelli, Executive Director. Mr. Bertelli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. PRADA BIANCHI, Miuccia, aged 75, is Executive Director of the Company, Miu Miu Creative Director, and Prada Co-Creative Director with Raf Simons. She served as Chairwoman of the Board from 2003 to 2014 and as Co-Chief Executive Officer with her husband Patrizio Bertelli, until January 26, 2023. After obtaining a degree in Political Science from Milan University, Ms. Prada began designing for the family business, founded by her grandfather in 1913. At the end of the ‘70s, she formed a partnership with Patrizio Bertelli, an entrepreneur and the owner of two high quality leather goods companies. Under the direction of Ms. Prada and Mr. Bertelli, Prada has become one of the leading luxury companies worldwide. Ms. Prada has received several awards for her original vision, innovation, and contribution to international fashion. In 2000, she received an Honorary Doctorate from the Royal College of Art in London. In 2006, Ms. Prada was named Officier dans l’Ordre des Arts et des Lettres by the French Ministry of Culture. In 2015, she was granted the title of Knight of the Grand Cross, the highest Order of Merit of the Italian Republic, in recognition of her international success and contribution to the fields of creativity, fashion and style. Ms. Prada is the wife of Mr. Bertelli, Chairman of the Board, and is the mother of Mr. Lorenzo Bertelli, Executive Director. Ms. Prada holds directorships in Prada Holding S.p.A., Bellatrix S.p.A. and Ludo S.p.A., which are substantial shareholders of the Company. Ms. Prada is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. 6767 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 67 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 67 20/03/24 14:24 20/03/24 14:24 Directors and Senior ManagementZANNONI, Paolo, aged 75, is the Executive Deputy Chairman of the Board with effect from May 11, 2023. He was first appointed as Chairman of the Board on May 27, 2021, and conferred in his executive role on June 4, 2021. He has been an international advisor at Goldman Sachs since 2019, providing advice to the firm’s business across Italy and the rest of Europe. He is currently secretary of the Board of Directors of Beretta Holding S.p.A. and a Board Member of Holland & Holland Limited. He served as Chairman of the Board of Autogrill S.p.A., listed on the Italian Stock Exchange, from 2019 to January 2023, Chairman of Dolce & Gabbana Holding S.r.l. from 2007 to 2021, and Chairman of Prysmian Group S.p.A. from 2005 to 2012. Prior to this, Mr. Zannoni spent a number of years working with the Goldman Sachs investment banking franchise in Italy. He joined Goldman Sachs in 1994, was named managing director in 1997, partner in 2000 and was Chairman of the Italian investment banking business between 2000 and 2013. He also spent a period as co-chief executive officer of Goldman Sachs Russia. Prior to joining Goldman Sachs, Mr. Zannoni was a vice president at Fiat S.p.A. and a lecturer at Yale University. He continues to be an executive fellow at the Yale School of Management, an advisory board member of the International Center for Finance (ICF) and a board member of the Jackson Institute for Global Affairs. Mr. Zannoni earned an MA and an MPhil in Political Science from Yale University. He also earned a BA from the University of Bologna. Mr. Zannoni holds directorships in subsidiaries of the Company and was appointed as Chairman of the Board of Prada Holding S.p.A. in June 2023. Mr. Zannoni is a member of the Remuneration Committee. Save as disclosed herein, Mr. Zannoni has not held any directorship in any other listed companies in Hong Kong or abroad in the last three years. GUERRA, Andrea, aged 58, was first appointed as an Executive Director and the Chief Executive Officer of the Company on January 26, 2023, confirmed as Executive Director on April 27, 2023, and re-vested with the role of Chief Executive Officer on May 11, 2023. Prior to joining Prada, Mr. Guerra was the strategic advisor at LVMH, the Chief Executive Officer of Hospitality Excellence at LVMH Moët Hennessy Louis Vuitton SE (September 2020 to May 2022), Executive Chairman of the high-end food emporium Eataly S.p.A. (September 2015 to May 2019), Chief Executive Officer of the eyewear company Luxottica Group S.p.A. (July 2004 to September 2014), and was the Chief Executive Officer of Merloni Elettrodomestici S.p.A., now Indesit Company (2000 to 2004). Mr. Guerra obtained a degree in Business Administration from Sapienza University of Rome in 1989. From December 2014 to October 2015, he was senior strategic advisor for business, finance and industry to the Italian Government’s Prime Minister. He was a member of the boards of directors of Bocconi University (November 2014 – October 2018) and Save the Children Italy, and is a shareholder of online newspaper Linkiesta. Over the years, Mr. Guerra has also been a member of the strategic committee of the Italian Strategic Fund (Fondo Strategico Italiano S.p.A.). He was a member of the board of directors of Amplifon S.p.A., and a member of the strategic committee of Ariston Thermo S.p.A., both companies listed on the Italian Stock Exchange. He held the position of director on the boards of Parmalat S.p.A. and DeA Capital S.p.A., both companies listed on the Italian Stock Exchange, and of Banca Nazionale del Lavoro S.p.A.. Save as disclosed herein, Mr. Guerra has not held any directorship in any other listed companies in Hong Kong or abroad in the last three years. . PAOLO ZANNONI Executive Deputy Chairman of the Board and Executive Director ANDREA GUERRA Chief Executive Officer and Executive Director 6868 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 68 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 68 20/03/24 14:24 20/03/24 14:24 ANNUAL REPORT2023BONINI, Andrea, aged 44, has been Chief Financial Officer of the Company since May 2, 2022. He was appointed to the Board as Executive Director on November 8, 2022, and confirmed as Executive Director on April 27, 2023. He holds directorships in subsidiaries of the Company. Mr. Bonini has 19 years of experience in corporate finance and relevant experience in the luxury industry. He started his professional career in the Milan-based M&A firm Gallo & C. S.p.A. in 2003. In 2005, Mr. Bonini joined the Investment Banking Division of Goldman Sachs International, based in London, and became Managing Director in 2015. At Goldman Sachs, he was part of the Italy Coverage team until 2013 and subsequently joined the Consumer Retail Group, with responsibility for Luxury and Brands in Europe. Mr. Bonini graduated in Business Administration from Bocconi University in Milan in 2003. Mr. Bonini is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. BERTELLI, Lorenzo, aged 35, joined the Board of Directors as Executive Director in May 2021. Mr. Lorenzo Bertelli has been Group Marketing Director since 2019 and was appointed the Group’s Head of Corporate Social Responsibility in 2020. He is responsible both for the Group’s Marketing and Communication strategy and for the Group’s overall approach to sustainability. He joined the Group in 2017 as Head of Digital Communication. Lorenzo Bertelli obtained a degree in Philosophy at San Raffaele University in Milan in 2008. He is the son of Ms. Miuccia Prada Bianchi, Executive Director and Mr. Patrizio Bertelli, Chairman of the Board. Mr. Lorenzo Bertelli holds a directorship in Prada Holding S.p.A., which is a substantial shareholder of the Company, as well as directorships in subsidiaries of the Company. He is a member of the Nomination Committee and the Sustainability Committee. Mr. Bertelli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. ANDREA BONINI Chief Financial Officer and Executive Director LORENZO BERTELLI Executive Director PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 69 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 69 20/03/24 14:25 20/03/24 14:25 6969 Directors and Senior ManagementIndependent Non-Executive Directors ZAOUI, Yoël, aged 63, was elected as an Independent Non-Executive Director on May 27, 2021, and appointed as Lead Independent Director on May 11, 2023. He is a co-founder of Zaoui & Co., a firm established in 2013 to advise select clients on mergers, acquisitions and other strategic and financial transactions, as well as major investment decisions. Mr. Zaoui began his investment banking career at Goldman Sachs in 1988, and, over a 24-year career at Goldman Sachs, was responsible for some of Europe’s largest and most significant corporate transactions during a period of unprecedented growth. Mr. Zaoui was the first European investment banker to have joined Goldman Sachs’s top governing body, the management committee, a position he held from 2008 until his retirement in 2012. Prior to Goldman Sachs, Mr. Zaoui worked at Arthur Andersen in Paris (1983 - 1986). Mr. Zaoui was educated in France and the US: he obtained a diploma from the Ecole des Hautes Etudes Commerciales (HEC, 1982), a DEA doctoral degree in Finance from Universite Paris-Dauphine (1983) and an MBA from Stanford University (1988). Mr. Zaoui continues to be actively involved with his alma maters, serving as a member of the Cercle des Grands Donateurs de la Fondation HEC. Mr. Zaoui was conferred with the Order of Muhammad by His Majesty the King of Morocco Mohamed VI. Mr. Zaoui is the Chairman of the Audit and Risk Committee and a member of the Remuneration Committee. Mr. Zaoui is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. CAPROTTI, Marina Sylvia, aged 46, was elected as Independent Non-Executive Director on May 27, 2021. She has been Executive Chairwoman of Esselunga S.p.A. since 2019. Prior to this, she was a member of its Board of Directors starting from June 1998 and Vice President from 2016 to 2019. She is currently a director in the Board of Fondazione Accademia Teatro alla Scala of Milan. Ms. Marina Sylvia Caprotti obtained a degree in Law at Università Cattolica del Sacro Cuore in Milan in 2004. Ms. Caprotti is the Chairwoman of the Remuneration Committee and a member of the Audit and Risk Committee and the Nomination Committee. Ms. Caprotti is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. YOËL ZAOUI Lead Independent Director and Independent Non-Executive Director MARINA SYLVIA CAPROTTI Independent Non-Executive Director 7070 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 70 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 70 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023MAURIZIO CEREDA Independent Non-Executive Director PAMELA YVONNE CULPEPPER Independent Non-Executive Director CEREDA, Maurizio, aged 60, was first appointed as Independent Non- Executive Director of the Company on April 27, 2018, and was previously a Non-Executive Director from May 2016 to April 2018. 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 NEXI S.p.A. (since December 2021), Technogym S.p.A. (since 2016), and Enervit S.p.A. (since 2007). Mr. Cereda started his career as an analyst in the equity capital markets division in Rasfin S.p.A.. He then worked for fifteen years at Mediobanca S.p.A. until his appointment as deputy general manager and head of corporate finance for large corporate clients 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. Mr. Cereda is the Chairman of the Remuneration Committee and a member of the Audit and Risk Committee. Save as disclosed herein, Mr. Maurizio Cereda has not held any directorship in any other listed companies in Hong Kong or abroad in the last three years. CULPEPPER, Pamela Yvonne, aged 59, was elected as Independent Non- Executive Director on January 28, 2022. Ms. Culpepper’s former name was JORDAN, Pamela Yvonne. Ms. Culpepper joined Hanold Associates, Llc as Managing Partner of their Leadership Advisory Practice in January 2023. Ms. Culpepper was one of three co-founders of Have Her Back, Llc., a female- owned, female-led culture consultancy focused on advancing equality for all. Before that, Ms. Culpepper was the Chief Human Resources Officer at Cboe Global Markets, Inc., one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world. At Cboe, Ms. Culpepper served as an advisor to the executive team and Board of Directors with regard to talent management, compensation and benefits and to the acquisition, and subsequent merger, of a global exchange by Cboe. Ms. Culpepper has over 25 years of experience as an HR executive. She joined Cboe from Golin, where she was the company’s Chief People Officer. Prior to her work at Golin, Ms. Culpepper held various leadership roles with PepsiCo, Inc., including Chief Global Diversity and Inclusion Officer, Vice President, Human Resources for Quaker Foods and Snacks; Vice President, Human Resources for PepsiCo’s Beverages Supply Chain; and Vice President, Talent Management and Diversity for Quaker, Tropicana and Gatorade. Before PepsiCo, Ms. Culpepper held roles with McKesson Corporation, Clorox and Wells Fargo. Ms. Culpepper is a former Board Trustee of VSO International, based in the United Kingdom, and was a Board member for Navy Pier of Chicago, and in March 2023, she was appointed to Cambia Health Solutions’ Board of Directors as an Independent Director. Ms. Culpepper has a B.A. in Psychology from the University of Arkansas at Little Rock and an MPA (Master of Public Administration) in Organizational Change, from California State University, Eastbay. Ms. Culpepper is the Chairwoman of the Sustainability Committee. Ms. Culpepper is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. 7171 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 71 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 71 20/03/24 14:25 20/03/24 14:25 Directors and Senior ManagementANNA MARIA RUGARLI Independent Non-Executive Director RUGARLI, Anna Maria, aged 51, was elected as Independent Non-Executive Director on January 28, 2022. Ms. Rugarli is the Corporate Sustainability Vice President of Japan Tobacco International, where she is responsible for developing business-integrated strategy at a global level. Ms. Rugarli has been appointed as an Independent Non-Executive Director and the Chair of the ESG Committee at ASOS plc, a company listed on the London Stock Exchange, on 26 June 2023. Ms. Rugarli is a Sustainability & CSR expert with more than twenty years’ experience specializing in designing innovative programs and in developing strategies. She initiated and launched Nike’s Sustainability & CSR programs in Europe, the Middle East & Africa regions and was with the company for 12 years pioneering this work at industry level. Ms. Rugarli then led VF Corporation’s Circular Economy strategy at global level as well as Sustainability, Purpose, and I&D strategy at regional level for 10 years. During this time, she managed broad networks of stakeholders and cross-sector partners and led Sustainability & CSR programs integration across the business. While at VF Corporation she was a Board member and then President of European Outdoor Conservation Association for a total of seven years. Since February 2022 Ms. Rugarli has been a board member of JT International S.A.. Ms. Rugarli graduated in Political Sciences and is a certified broker in Cross-Sector Partnerships at Cambridge University. Ms. Rugarli is member of the Sustainability Committee. Ms. Rugarli is not and has not been a director of any other listed companies in Hong Kong or abroad in the past three years. 7272 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 72 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 72 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Senior Management Our senior management is responsible for the day-to-day management of the business of the Group. AGOSTINI, Cristiano, aged 50, has been Group Chief Information Officer since July 2021. He is primarily responsible for overseeing worldwide Transformation and Innovation Technology of the IT Department. After earning a degree in Communication Sciences at the University of Turin, Mr. Agostini has gained many years of experience in the Information Technology sector at prestigious companies and consulting firms. He has managed complex projects of transformation and technological innovation in international contexts, first at the Telecom Italia Research Center and subsequently at Deloitte and Accenture. In 2006 he joined Accenture to cover the role of Managing Director in the Technology Strategy & Advisory area. BERTELLI, Lorenzo, aged 35 and Executive Director of the Company, is the Group Marketing Director and the Group’s Head of Corporate Social Responsibility. Please refer to the paragraph “Executive Directors” of the Directors and Senior Management section of this Annual Report for details of his bio. BERTONCINI, Francesca, aged 53, has been Prada President and Regional Director North Central Europe since December 2023. Ms. Bertoncini is primarily responsible for overseeing the Group’s operations in the United Kingdom, Ireland, Denmark, Sweden, Norway, Germany, Austria, The Netherlands and in the Czech Republic, where she covers several managerial roles at the Company’s subsidiaries. She joined the Group in 2001. Until 2018, her managerial roles included product development, collection and retail merchandising. In 2018 she was appointed as Worldwide Prada Woman Shoes Collection/Retail Merchandising Director and from 2018 to 2019, she worked as Senior Vice President Global Merchandising and Product Development for Stuart Weitzman in New York. BONINI, Andrea, aged 44 and Executive Director of the Company, is the Chief Financial Officer of the Company. Please refer to the paragraph “Executive Directors” of the Directors and Senior Management section of this Annual Report for the details of his bio. BRINI, Giulio, aged 55, has been Hong Kong, Macau, Taiwan, South Asia, Australia, New Zealand Regional Director since July 2022. He is primarily responsible for overseeing the Group’s operations in Asian countries and for the development of Prada and the Miu Miu business within the local markets. He was also appointed as Outlets Division Director in October 2017. Mr. Brini joined the Group in 1995. Before being appointed to his current position, he covered different managerial roles in the commercial and industrial area, including Prada Retail Director and Miu Miu General Manager. Mr. Brini obtained a degree in Economics and Banking from the University of Siena in 1993. BUONCOMPAGNI, Fabrizio, aged 56, was appointed as Indirect Procurement and General Services Director in June 2023. Mr. Fabrizio Buoncompagni is primarily responsible for centrally managing the indirect procurement process in terms of negotiations, the management of contracts, the technical qualification of vendors, and the loading and monitoring of purchase orders. After obtaining a degree in Economics and Commerce from the University of Florence, he joined the Group in 1995 in the Controlling Department, becoming Industrial Controlling Director in 2002 and Organization Director in 2016. CAROLA, Pablo, aged 56, has been Chief Corporate Officer Middle East since December 2023. Mr. Carola is primarily responsible for overseeing the Group’s commercial operations in the Middle East area, where he covers several managerial roles at the Company’s subsidiaries. Mr. Carola obtained a degree in Business Administration at Universidad de Politecnica de Catalunya (Spain). He joined the Group in 2011 to manage human resources of both Miu Miu and Prada stores worldwide, and from 2013 to 2017 he was Regional Director for the Iberian Peninsula and North Africa. Prior to joining the Group, he worked for almost twelve years as Human Resources Director at Louis Vuitton. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 73 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 73 20/03/24 14:25 20/03/24 14:25 7373 Directors and Senior ManagementCASTELLANI, Valeria, aged 50, was appointed Security Senior Manager in June 2022. She is primarily responsible for ensuring the protection and security of the physical assets of the Group through actions aimed at preventing risks and protecting the company’s physical goods. After obtaining a degree in law at the University of Bologna, Valeria Castellani has worked in government and in the private sector, both in Italy and abroad. From 2006 to 2012 she was Security Manager at Hilton Worldwide, before becoming Asset & Profit Protection Regional Manager at Burberry and then Security Manager Corporate and Retail at Bottega Veneta in 2017. CHEN, Kate, aged 44, has been Taiwan General Manager since September 2022. She is primarily responsible for overseeing the Group’s commercial operations in Taiwan and for the development of Prada and the Miu Miu business within the local market. Ms. Chen joined the Group in 2011. Before being appointed to her current position, she covered a range of different managerial roles in Retail and Merchandising for the Taiwan market. CHOI, Moonyoung, aged 61, has been Prada Korea General Manager since 2007. She is primarily responsible for overseeing the Group’s commercial operations in Korea. She started her career at Louis Vuitton, as the first Louis Vuitton Store Manager in Korea (1991 – 1999). From 1999 to 2007, Ms. Choi worked at Celine Korea, LVMH Group, first as Retail Manager and then as Country Manager for Korea. CIABATTI, Maurizio, aged 59, was appointed Real Estate Director in 2016. Mr. Ciabatti is primarily responsible for overseeing the acquisition of new real estate and managing the organisation’s real estate development portfolio, finding new potential buildings or property to develop for the Group’s portfolio and to engage in contract negotiations. He joined the Group in 1989 in the Engineering Department, with managerial roles including Group Engineering Director from 2006 to 2016. CLARK, Sophie, aged 51, has been Prada Australia General Manager since 2016. She is primarily responsible for overseeing the Group’s commercial operations in Australia and New Zealand. Ms. Clark graduated from Sydney’s Kincoppal-Rose Bay School and had an extensive career at the department store David Jones in Sydney (1999 – 2016), where she became General Manager Womenswear. Ms. Clark was elected as a judge for the International Woolmark Fashion Awards in Milan 2014, Beijing 2015 and New York 2016. D’ATTIS, Gianfranco, aged 48, was appointed Prada Chief Executive Officer in January 2023. In his role, he is primarily responsible for the strategic development of the Prada brand in every market. Gianfranco D’Attis holds a bachelor’s degree from Zurich Graduate School of Business Administration and completed his education by attending the Senior Executive Program at Columbia Business School in New York. During his career, Gianfranco D’Attis has held a number of senior management positions, including most recently as President for Christian Dior Americas. DULIGA, Janet, aged 57, was appointed Chief Corporate Officer Americas in December 2023. Janet is responsible for managing corporate functions for the Americas market, liaising with the Prada and Miu Miu brands in order to provide cross-brand services. Ms. Duliga joined the Group in December 2023, with over 20 years of experience in Human Resources and in law in public and private companies. She most recently served as the Chief Administrative Officer at JOANN, Inc. and prior to that was Senior Vice President of Human Resources for Sunglass Hut & Luxury Retail, North America, a division of Luxottica. She holds a Bachelor of Arts degree in Psychology from Pomona College, a Masters of Arts degree in Clinical Psychology from Antioch University, a juris doctorate from the University of San Diego School of Law, and a doctorate in Organizational Learning from the University of Pennsylvania HUET, Emmanuel, aged 46, has been France, Belgium, and Monte Carlo Regional Director since February 2022. He is primarily responsible for overseeing the Group’s operations in France, Belgium, and Monte Carlo and for the development of Prada and the Miu Miu business within the local markets. His previous roles with Louis Vuitton, included Director of the Maison Champs Elysées and General Manager Benelux & Nordics. MALETTO, Diego, aged 45, has been Internal Auditing Director since February 2022. He is responsible for defining and monitoring compliance with rules, procedures and processes within the Group. Mr. Maletto obtained a Master’s Degree in Economics and Business from Turin University. After a career in consulting in Italy and the USA for Ernst & Young (2006 – 2017), he became Head of Internal Audit for Italy, Greece, Albania and Malta at Vodafone (2017 – 2020) and Audit Director at Autostrade per l’Italia (2020 – 2022). 7474 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 74 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 74 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023MANZATTO, Denni, aged 39, was appointed Church’s Chief Executive Officer in January 2022. He is responsible for overseeing Church’s brand operations worldwide. Prior to this appointment, Mr. Manzatto was Group Commercial and License Director with responsibility for the commercial development of the wholesale and marketplace channels of the Prada, Miu Miu and Car Shoe brands. He directly managed the Prada wholesale channel as well as the eyewear and fragrance licenses for both Prada and Miu Miu. He was also responsible for leading Group and brand-level business development opportunities, strategic partnerships and collaborations. Mr. Manzatto obtained an Executive Master’s degree in Business Administration from INSEAD and Tsinghua University in 2018. He is a Business and Management graduate of Bocconi University (2007, 2009) and Fudan University (2009), and participated in an exchange program with the Wharton School of the University of Pennsylvania (2006). Prior to joining the Group in 2013, Mr. Manzatto worked as an Associate at private equity firm Vision Capital and in the Investment Banking division of Goldman Sachs. MARSICOLA, Alessandra, aged 64, was appointed as President and CEO Japan, Guam, Saipan and Hawaii in September 2023. She was Japan, Guam, Saipan and Hawaii Regional Director since May 2022. She is primarily responsible for overseeing the worldwide Prada retail functions and strategy of Prada, Miu Miu and Church’s. Ms. Marsicola joined the Group in 1991. Before being appointed to her current position, she covered a range of different managerial roles in the commercial area, including Prada Retail Director, Regional Director North West Europe, Retail Development Director for Japan and Asia, Chief Executive Officer of Prada Fashion Commerce (Shanghai), Prada Worldwide Store Operation Director and Prada Retail Director for Prada Japan. From 2006 to 2009, she worked first as Sales Director for La Rinascente then as Asia Pacific Retail Director for Fendi. MASSARDI, Roberto, aged 59, has been Chief Business Development Officer since May 2022. He is primarily responsible for the Group’s strategic development through the assessment of new business opportunities. He is also responsible for managing the Group’s eyewear and fragrances licenses. After obtaining a degree in Business Economics from Bocconi University in Milan, Mr. Massardi covered several roles within the Pirelli Group. In 1996 he joined the Prada Group as Business Development Director and later as General Director for Jil Sander. In 2005 he joined Sportswear Company S.p.A. (Stone Island) as General Manager. MENICATTI, Andrea, aged 34, was appointed as General Manager for the Marchesi Brand in February 2023. Mr. Menicatti has held managerial positions in Italy, the USA and in the Middle East for The Boston Consulting Group, developing growth strategies and implementing transformation programs for companies in the Food and Fashion sectors. He began his professional career at JPMorgan and the DeA Capital group's Taste of Italy investment fund. PETRUZZO, Benedetta, aged 38, was appointed as Miu Miu Chief Executive Officer in March 2023. In her role, she is primarily responsible for the strategic development of the Miu Miu brand globally. She joined the Prada Group in February 2020 as Miu Miu General Manager. Before joining the Prada Group, she was Executive Vice President for North America at Kering Eyewear, where she worked for five years in a range of management positions. After obtaining a degree in Business Administration and a Master of Science in Management at Bocconi University, she started her career in finance before joining management consulting firm Bain & Company, where she worked for several years in the retail and luxury sector. SANTAMARIA MAURIZIO, Rosa, aged 50, was appointed as Chief People Officer Prada Group in September 2023. She is responsible for taking an active part in the Group’s culture and organisational evolution and for the development of the Human Resources role within the Group. Before joining the Group, she obtained a degree in Engineering from Sapienza University in Rome and gained experience as a Human Resources Officer at Valentino. She worked in HR at American Express for 14 years in a number of senior roles, most recently as Chief Human Resources Officer Italy, Spain, Nordics, Netherlands, Belgium and Turkey. Her professional experience began at Ernst & Young and continued at multinational pharmaceutical company Bristol Myers Squibb. SCAPECCHI, Andrea, aged 52, was appointed Retail Architecture Director in December 2022. Mr. Scapecchi is responsible for leading the executive signoff of final store plans for new store openings and for capital projects in existing stores, working closely with the Real Estate Director. Mr. Scapecchi obtained a degree in Mechanical Engineering from the University of Florence. He joined the Group in 1998. His previous managerial roles in the 7575 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 75 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 75 20/03/24 14:25 20/03/24 14:25 Directors and Senior ManagementEngineering Area included Worldwide Engineering Director, Asia Pacific Business Development Director in Hong Kong, and Engineering Retail Director. SECONDARI, Francesca, aged 46, was appointed as General Counsel and Chief Legal Officer Prada Group in May 2023. Ms. Secondari graduated in Law from Università di Perugia and she holds an Executive MBA from the American University in Cairo. She has been a qualified lawyer in Italy since 2005. Ms. Secondari trained at Studio Legale BonelliErede, of which she became equity partner in 2019. She has experience in M&A and extraordinary finance, and in corporate governance with an ESG focus. She has also directly managed significant transactions in the luxury sector. For the past seven years, she has been based at BonelliErede’s Cairo office, as head of business development activities in Africa and the Middle East. SIMONS, Raf, aged 56, was appointed as Prada Co-Creative Director in April 2020, working in partnership with Miuccia Prada Bianchi. Mr. Simons launched his own menswear label in 1995. He was creative director at Jil Sander from 2005 to 2012, at Christian Dior from 2012 to 2015, and at Calvin Klein from 2016 to 2018. He contributes to the brand image, to the conception, preparation and development of Prada brand products, and in the development of creative strategies for marketing, advertising and branding campaigns. Mr. Simons graduated in Industrial Design at SHIVKV in Genk in 1991. VIGNOLO LUTATI, Ugo Camillo Lodovico Maria, aged 45, was appointed as Chief Information Security Officer in April 2023. Mr. Vignolo Lutati is responsible for ensuring the integrity, availability and confidentiality of information in accordance with the Prada Group’s business needs and information security policies. Mr. Vignolo Lutati is an ex- partner of a leading professional services company, with experience covering managerial and international roles, mainly in the area of governance and risk management in both IT and Finance. WANG, Chen-Chen, aged 51, has been China General Manager since 2019. She is primarily responsible for overseeing the Group’s commercial operations in China, where she covers several managerial roles at the Company’s subsidiaries. She joined the Group in 2015 as Miu Miu Retail Director. Ms. Wang obtained a Master’s Degree in Science from Auburn University. She started her career at Guilford Mills New York (1997 – 2000) before working at SilverStream Software New York (2000 – 2002). Most recently, she was Merchandising Director at Christian Dior China (2007 – 2015). ZENKOVSKAYA, Vera, aged 47, has been Russian area Regional Director since 2013. Ms. Zenkovskaya is primarily responsible for overseeing the Group operations in Russia and Kazakhstan, where she covers several managerial roles at the Company’s subsidiaries. Ms. Zenkovskaya obtained a Foreign Languages Degree at the Language University of Kazakhstan. Prior to joining the Group in 2011 as Russia Country Manager, she worked within the beauty sector (L’Oréal, Temtrade) in marketing and retail. From 2006 to 2011, she worked in managerial roles for Louis Vuitton in Russia and Ukraine None of the Group’s senior management listed above is or has been a director of any listed companies in Hong Kong or abroad, other than the Company, in the past three years. 7676 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 76 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 76 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Company Secretary TONG, Pui Ting Wendy, aged 39, first joined the Company as Asia Corporate Affairs Counsel in January 2013 and was appointed as Asia Pacific Corporate Affairs Counsel and Company Secretary on December 31, 2023. Since joining she has been involved in managing the corporate secretarial and other corporate matters, listing rules compliance, and data privacy matters in the Asia Pacific region. Prior to joining the Company, she worked as an associate in the corporate department of Slaughter and May, Hong Kong. She was admitted as a solicitor of Hong Kong by the High Court of Hong Kong in 2011. Ms. Tong graduated from the University of New South Wales in Sydney with a Bachelor of Commerce and Law degree with Distinction in 2007 and obtained the Postgraduate Certificate in Laws with Distinction from the University of Hong Kong in 2008. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 77 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 77 20/03/24 14:25 20/03/24 14:25 7777 Directors and Senior ManagementCHAPTER 5 Directors' Report PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 78 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 78 20/03/24 14:25 20/03/24 14:25 Principal activities and business review Prada S.p.A. (the “Company”), together with its subsidiaries (the “Group”), is a leading global luxury group active in the design, production and distribution of high-end leather goods, footwear, ready-to-wear, accessories, and jewelry. It also operates, under licensing agreements, in the eyewear and beauty sectors, as well as in the food and beverage sector. Through its Directly Operated Stores network, e-commerce channels and selected e-tailers, franchise stores, and a selected number of luxury department stores and independent retailers, the Group operates in all major international markets worldwide. The Company is a joint-stock company with limited liability, incorporated and domiciled in Italy. Its registered office is at Via Antonio Fogazzaro 28, 20135 Milan (MI), Italy. Further discussion and analysis of these activities, as required by section 388(2) and Schedule 5 to the Hong Kong Companies Ordinance, including a review of the business of the Company, a discussion and analysis of the Group’s performance during the year ended December 31, 2023 (the “2023 Year”), and the material factors underlying its economic results and financial position, a description of the risks and uncertainties facing the Group, and the future development of the business of the Company, are set out in the Financial Review section of this annual report. Details of material events affecting the Group that have occurred since the end of the reporting period are set out in Note 44 to the 2023 Year Group’s consolidated financial statements (the “Consolidated Financial Statement”). These discussions form part of this directors’ report (the “Directors’ Report”). Compliance with the relevant laws and regulations The Group has adopted specific compliance procedures aimed at ensuring compliance with all applicable laws, rules, and regulations, in particular those that have a significant impact at a worldwide level, as the Group’s products are distributed and sold across more than 70 countries. A detailed analysis of the legal and regulatory risks to which the Group is exposed is set out in the paragraph headed “Legal and regulatory risks” of the Financial Review section of this Annual Report, which forms part of this Directors’ Report. Environmental policies and performance The Group aims to enhance value creation for its stakeholders by combining economic profitability with employee and customer satisfaction, respecting ethical and environmental values, and ensuring sustainability. Environmental protection is one of the main drivers of the Group, which is being engaged in implementing and enforcing virtuous behaviors that contribute to its sustainable growth. Commitment to environmental protection is a key element of the Code of Ethics, which was updated in July 2022, applied both within the Group’s organisation, by implementing staff awareness, and to the third parties working with the Group. An analysis of the Group’s environmental policies and performance, as well as of the relationships with the key stakeholders (employees, customers, suppliers and shareholders), will be included in the Group’s Sustainability Report, which will be published at the same time of this Annual Report. Further information on the environmental policies and performance of the Group is also set out in “The Prada Group” section to this Annual Report. Relationships with key stakeholders The Group’s success also depends on the support from key stakeholders, such as employees, customers, suppliers, and shareholders. 7979 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 79 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 79 20/03/24 14:25 20/03/24 14:25 Directors' ReportEmployees The Group is built on people. The Group has always considered human capital to be the key to its competitive edge and it makes every effort to promote and reward professional skills and teamwork, with an emphasis on results. The employees’ enthusiasm, craft skills and intellectual curiosity are the indispensable elements that underpin the innovation and quality of the Group’s products. The Company searches for people that can combine these outstanding qualities with the values of the Group. As of December 31, 2023 the Group had 14,876 employees (headcount), 40% of whom are in Italy, with women representing 63% of the total workforce. The Group’s remuneration policy aims to attract, reward and retain skilled personnel and expert managers, while bringing the interests of the management in line with the primary objective of creating value for the shareholders over the medium and long term. Further analysis on the value of human resources of the Group is set out in the “The Prada Group” section to this Annual Report, while further analysis on the remuneration policy of the Group is set out in the “Corporate Governance” section of this Annual Report, both of which form part of this Directors’ Report. Customers The Group is globally recognized as a trend-setter in the fashion industry. The distinctive features and the prestige of the Group place the Group in a position to offer customers worldwide unique products, characterized by creativity, quality, and identity. In addition, the Group believes that effective communication with customers is crucial to build and convey an image of strong and consistent brand identity. The result of the Group’s approach to its customers is the unique relationship between each customer and the Group’s brands, its products and its stores. Suppliers The Group regards its relationship with its suppliers, built through years of day-to-day collaboration and directed towards continuous improvement, as fundamental to its success. The Group has a wide range of raw materials suppliers and external manufacturers. About 92% of them are located in the European Union, the vast majority of which are in Italy. The Group requires that its suppliers act responsibly, and that each of them undertakes and acknowledges the Group’s Code of Ethics, which sets forth the inalienable rights of employees, such as proper working conditions, equal opportunities, freedom of association, health insurance coverage, and protection of the environment in the collection of materials and during the production processes. In order to achieve the highest quality standards, the Group has put in place procedures for the selection and retention of its suppliers, with the aim of establishing long-term business relationships. The Group audits suppliers and their sub-contractors to ensure their practices are compliant with the Code of Ethics. Shareholders One of the main corporate goals of the Group is to enhance shareholders’ value through appreciation in the share price and by granting dividends payouts, taking into account, among other factors, the liquidity position and business expansion needs of the Group. Details of the Group’s communication with its shareholders are set out in the “Corporate Governance” section of this Annual Report, which forms part of this Directors’ Report. 8080 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 80 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 80 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Results and dividends The results of the Group for the 2023 Year are set out in the Consolidated Statement of Profit and Loss. The Board recommends the distribution of final dividends of Euro 350,558,888 (Euro 0.137 per share) for the 2023 Year. The final dividends will be subject to the shareholders’ approval at the forthcoming shareholders’ general meeting of the Company to be held on Wednesday, April 24, 2024. Subject to the shareholders’ approval of the recommended final dividends, such dividend will be paid on Friday, May 17, 2024. The final dividend will be paid to the shareholders recorded on the Company’s shareholders register on Thursday, May 2, 2024 only, net of Italian withholding tax, where applicable. The current rate of Italian withholding tax applied to applicable dividend payments is equal to 26%. Five-year financial summary The five-year financial summary of the Group is set out in Note 41 to the Consolidated Financial Statements. Reserves Details of the movements in the reserves of both the Group and the Company during the 2023 Year are set out in the Consolidated Statement of Changes in Shareholders’ Equity and in the Statement of Changes in the Company’s Equity. Distributable reserves As at December 31, 2023, the Company’s reserves available for distribution to the shareholders in accordance with the Company’s by-laws amounted to Euro 1,951.7 million. Property, plant and equipment Details of the movements in the property, plant, and equipment of the Group during the 2023 Year are set out in Note 15 to the Consolidated Financial Statements. Donation Donations by the Group mainly related to charities amounted to Euro 6,291,054 (2022: Euro 3,959,250). Pre-emptive rights The Company’s by-laws do not provide for shareholders’ pre-emptive rights. Purchase, sale or redemption of the Company’s listed securities During the 2023 Year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company’s listed securities. 8181 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 81 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 81 20/03/24 14:25 20/03/24 14:25 Directors' ReportCapital gains tax in Italy Capital gains realized from the sale of securities in an Italian company by shareholders resident in Hong Kong are not subject to taxation in Italy. Subsidiaries Details of the Company’s subsidiaries as at December 31, 2023, are set out in Note 42 to the Consolidated Financial Statements. Directors The current Directors of the Company as of the date of this Directors’ Report are: Executive Directors Mr. Patrizio BERTELLI (former Co-Chief Executive Officer until January 26, 2023, re-elected as Executive Director on May 27, 2021, and appointed as Chairman of the Board on April 27, 2023) Mr. Paolo ZANNONI (former Chairman of the Board until April 27, 2023, elected as Executive Director on May 27, 2021, and appointed as Executive Deputy Chairman of the Board on May 11, 2023) Mr. Andrea GUERRA (first appointed as Chief Executive Officer and Executive Director on January 26, 2023, confirmed as Executive Director on April 27, 2023, and re-appointed as Chief Executive Officer on May 11, 2023) Ms. Miuccia PRADA BIANCHI (former Co-Chief Executive Officer until January 26, 2023, re-elected as Executive Director on May 27, 2021) Mr. Andrea BONINI (Chief Financial Officer, first appointed as Executive Director on November 8, 2022 and confirmed as Executive Director on April 27, 2023) Mr. Lorenzo BERTELLI (elected as Executive Director on May 27, 2021) Independent Non-Executive Directors Mr. Yoël ZAOUI (elected as Independent Non-Executive Director on May 27, 2021, and appointed as Lead Independent Director on May 11, 2023) Ms. Marina Sylvia CAPROTTI (elected as Independent Non-Executive Director on May 27, 2021) Mr. Maurizio CEREDA (re-elected as Independent Non-Executive Director on May 27, 2021) Ms. Pamela Yvonne CULPEPPER (elected as Independent Non-Executive Director on January 28, 2022) Ms. Anna Maria RUGARLI (elected as Independent Non-Executive Director on January 28, 2022) Resigned Directors The only Director who has resigned since the beginning of the 2023 Year and up to the date of this Directors’ Report is: Mr. Stefano SIMONTACCHI (former Non-Executive Director, resigned on January 26, 2023) Biographical information of Directors A brief biography of each current Director is set out in the “Directors and Senior Management” section of this Annual Report. Directors’ permitted indemnity There is no permitted indemnity provision in any contract entered into by the Company or any of its associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance, the “SFO”) that is or was in force during the 2023 Year and until the date when this directors’ report is approved by the Board, which is required to be disclosed under section 470 of the Hong Kong Companies Ordinance. 8282 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 82 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 82 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Management contract No contract, other than employment contracts and directors’ service contracts, concerning the management and administration of the whole or any substantial part of the Company’s business was entered into, or was effective, during the 2023 Year. Directors’ service contracts As disclosed in the announcement published on the websites of both The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the Company, Mr. Andrea Guerra’s employment agreement with the Company executed on January 16, 2023 (the “Employment Agreement”) provided that, in case of termination of such Employment Agreement by either Mr. Guerra or by the Company within the first 12 months (i.e., before January 16, 2024), there was a reciprocal penalty of 24 months of his salary plus discretionary bonus (if any). Since the Employment Agreement contained an express term which provided that, in order to entitle the Company to terminate the Employment Agreement, the Company could have been required to pay compensation or make other payments equivalent to more than one year’s emoluments, the Employment Agreement required the approval of the shareholders, which was obtained at the annual general meeting of the Company on April 27, 2023, pursuant to Rule 13.68 of the Listing Rules. Other than the above, none of the Directors of the Company has a service contract with any member of the Group that cannot be terminated within one year without payment of compensation, other than statutory compensation. Directors’ interests in competing business During the 2023 Year, none of the Directors of the Company held any interest in a business that competes, or is likely to compete, directly or indirectly, with the business of the Company or the Group. Directors’ interests and short positions in securities As at December 31, 2023, the Directors and their associates had the following interests in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) contained in Appendix C3 (formerly known as “Appendix 10”) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”): (a) Long positions in shares and underlying shares of the Company Name of Director Ms. Miuccia Prada Bianchi Mr. Patrizio Bertelli Number of Shares Nature of Interest Approximate percentage of Issued Capital 2,046,470,760 (Notes 1 and 2) 2,046,470,760 (Notes 1 and 3) Interest of Controlled corporation Interest of Controlled corporation 80% 80% Notes: 1. Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company and, therefore, is the holding company of the Company. 2. Ms. Miuccia Prada Bianchi controls, indirectly through Ludo S.p.A., 53.8% (comprised of 438,460 ordinary shares and 100,000 preference shares) of the capital in Bellatrix S.p.A., which in turn owns 65% (comprised of 1,650 ordinary shares and 300 preference shares) of the capital in Prada Holding S.p.A.. Ms. Miuccia Prada Bianchi is therefore deemed under the SFO to be interested in all the shares registered in the name of Prada 8383 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 83 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 83 20/03/24 14:25 20/03/24 14:25 Directors' ReportHolding S.p.A.. Ms. Miuccia Prada Bianchi is also a director of Prada Holding S.p.A., Bellatrix S.p.A. and Ludo S.p.A.. 3. Mr. Patrizio Bertelli controls, indirectly through PA BE 1 S.p.A. (“PA BE”), 35% (comprised of 750 ordinary shares and 300 preference shares) of the capital in Prada Holding S.p.A.. Mr. Patrizio Bertelli is therefore deemed under the SFO to be interested in all the shares registered in the name of Prada Holding S.p.A.. Mr. Patrizio Bertelli is also a director of PA BE. The simplified shareholding chart below illustrates the interests of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli in the shares of the Company as at December 31, 2023: PATRIZIO BERTELLI 100% MIUCCIA PRADA BIANCHI LUDO S.p.A. 100% 53.8% PA BE 1 S.p.A. BELLATRIX S.p.A. 35% 65% PRADA HOLDING S.p.A. 80% PRADA S.p.A. 8484 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 84 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 84 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023(b) Long positions in shares and underlying shares of associated corporations: Name of Director Name of associated corporations Class of shares Number of Shares Nature of interest Approximate percentage of interests Ms. Miuccia Prada Bianchi Prada Holding S.p.A. Ordinary Shares 1,650 Controlled Corporation 68.75% Prada Holding S.p.A. Preference Shares MFH Munich Fashion Holding GmbH Registered Share 300 1 As above As above Bellatrix S.p.A. Bellatrix S.p.A. Ludo S.p.A. Ludo S.p.A. Ludo S.p.A. PH-RE LLC Ordinary Shares 438,460 As above Preference Shares 100,000 As above Class A shares Class B shares Class C shares 5,066,000 Beneficial Owner 4,965,100 Beneficial Owner 10 Ownership Capital Contribution (JPY) 1,000,000 Controlled Corporation 100% Prada Re S.r.l. Participation Quota (Euro) 2 As above FINANZIARIA E DI PARTECIPA- ZIONI S.A.S. DI PRADA RE S.R.L. Limited Partnership 0 As above Immobiliare Rivalsa S.p.A. Ordinary shares 104,000 As above Prada RE Holding USA, LLC Membership interest 720 Fifth USA, LLC Membership interest Mr. Patrizio Bertelli Prada Holding S.p.A. Prada Holding S.p.A. Ordinary Shares Preference Shares MFH Munich Fashion Holding GmbH Registered Share 0 0 750 300 1 As above As above As above As above Controlled Corporation 31.25% PH-RE LLC Prada Re S.r.l. Capital Contribution (JPY) 1,000,000 As above Participation Quota (Euro) 2 As above FINANZIARIA E DI PARTECIPA- ZIONI S.A.S. DI PRADA RE S.R.L. Limited Partnership 0 As above IMMOBILIARE RIVALSA S.p.A. Ordinary shares 104,000 As above Prada RE Holding USA, LLC Membership interest 720 Fifth USA, LLC Membership interest 0 0 As above As above 50% 100% 49.83% 83.34% 100% 100% 100% 100% 80% 100% 100% 100% 50% 100% 100% 100% 80% 100% 100% 100% Save as disclosed above, as of December 31, 2023, none of the Directors of the Company or their associates had any interest or short position in the shares, underlying shares and/or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange under the Model Code. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 85 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 85 20/03/24 14:25 20/03/24 14:25 8585 Directors' ReportSubstantial shareholders’ interests and short positions in securities As of December 31, 2023, other than the interests of the Directors of the Company as disclosed above, the following persons held interests or short positions in the shares or underlying shares of the Company which were recorded in the register required to be kept by the Company under Section 336 of the SFO: Name of Shareholder Long Positions Prada Holding S.p.A. Bellatrix S.p.A. Ludo S.p.A. PA BE 1 S.p.A. Capacity Number of Shares Approximate percentage of Issued Capital Legal and beneficial owner Interest of controlled corporation Interest of controlled corporation Interest of controlled corporation 2,046,470,760 2,046,470,760 2,046,470,760 2,046,470,760 80% 80% 80% 80% Note: Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company. As Ludo S.p.A. owns 53.8% of Bellatrix S.p.A., which in turn owns 65% of Prada Holding S.p.A. and PA BE 1 S.p.A. owns 35% of Prada Holding S.p.A., Bellatrix S.p.A., Ludo S.p.A. and PA BE 1 S.p.A. are all deemed to be interested in the 2,046,470,760 shares of the Company held by Prada Holding S.p.A.. Share capital Details of the share capital of the Company during the 2023 Year are set out in the Consolidated Statement of Changes in Shareholders’ Equity and Note 30 to the Consolidated Financial Statements. Directors’ interests in transactions, arrangements and contracts Save for those contracts disclosed under the section on Continuing Connected Transactions below, and in Consolidated Financial Statements Note 40, Related Parties Transactions, and Note 39, Remuneration of the Board of Directors, no transaction, arrangement, or contract of significance to the Group’s business was entered into or subsisted at any time during the 2023 Year in which the direct or indirect interest of a Director, or an entity connected with a Director, was material. During the 2023 Year, there were no arrangements to which the Company, or any of the Company’s subsidiaries or holding companies or a subsidiary of any of the Company’s holding companies is a party, to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company. Directors’ waiver on emoluments Mr. Lorenzo Bertelli waived Euro 50,000 in respect of his fees as a Director and Euro 3,333.32 in respect of his fees as a member of the Nomination Committee for the period from January 1, 2023 to April 30, 2023, and Euro 10,000 for the period from May 1, 2023 to December 31, 2023, and Euro 30,000 in respect of his fees as a member of Sustainability Committee for the period from January 1, 2023 to December 31, 2023. Under the Employment Agreement, Mr. Andrea Guerra waived Euro 50,000 in respect of his fee as a Director. Mr. Andrea Bonini waived Euro 50,000 in respect of his fee as a Director. 8686 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 86 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 86 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Issuance of debt securities Neither the Company, nor any members of the Group, issued any debt securities during the 2023 Year. Continuing connected transactions During the 2023 Year, the Group had the following non-exempt continuing connected transactions, details of which were disclosed in the Company’s announcements dated July 15, 2015, and May 26, 2017, respectively: (a) Lease Agreement and Guarantee for Prada Aoyama Building in Japan On July 15, 2015, PH-RE llc purchased a building in Minami-Aoyama, Tokyo, Japan (the “Aoyama Building”). Prada Japan Co. Ltd (“Prada Japan”), a wholly owned subsidiary of the Company, has been leasing the Aoyama Building for use as its flagship store in Tokyo since 2004. On May 25, 2015, Prada Japan, as lessee, and the former lessor, renewed the lease of the Aoyama Building by entering into a lease agreement for a term of 20 years (the “Lease Agreement”). On the same date, the Company granted a guarantee in favour of the former lessor to guarantee the full compliance by Prada Japan with all its obligations under the Lease Agreement (the “Guarantee”). As a result of the purchase of the Aoyama Building, PH-RE llc, a connected person of the Company, has become the lessor under the Lease Agreement and the beneficiary of the Guarantee granted by the Company in favour of the former lessor. Accordingly, the Lease Agreement and the Guarantee, which were continuing transactions of the Group, have become continuing connected transactions of the Group under Chapter 14A of the Listing Rules. On April 28, 2017, PH-RE llc, which was previously a wholly owned subsidiary of PA BE 1 S.p.A. (formerly known as “PA BE 1 S.r.l.”), became a wholly owned subsidiary of Prada Holding S.p.A., a substantial shareholder of the Company. Both Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli – Executive Directors and substantial shareholders (as defined in the Listing Rules) of the Company – are indirect shareholders of Prada Holding S.p.A.. As a consequence of this transaction, the Lease Agreement and the Guarantee remained as subsequent continuing connected transaction of the Group with no variation of their terms. The annual cap for the 2023 Year for the rent paid to PH-RE llc, or accrued by the Company in accordance with applicable accounting rules, under the Lease Agreement and the Guarantee was JPY 2,040,703,000, as disclosed in the Company’s announcement dated May 26, 2017. (b) Lease Agreement and Guarantee for Miu Miu Aoyama Building in Japan On May 26, 2017, PH-RE llc purchased a building in Minami-Aoyama, Tokyo, Japan (the “MM Aoyama Building”). Prada Japan has been leasing the MM Aoyama Building for use as flagship store for the Miu Miu brand in Tokyo since 2015 under a lease agreement entered into with the former owner of the MM Aoyama Building (the “MM Lease Agreement”). In the context of the MM Lease Agreement, the Company granted a guarantee in favour of the former owner to guarantee the full compliance by Prada Japan with of all its obligations under the MM Lease Agreement (the “MM Guarantee”). As a result of the purchase of the MM Aoyama Building, PH-RE llc has become the lessor under the MM Lease Agreement and the beneficiary of the MM Guarantee granted by the Company in favour of the former owner. PH-RE llc is a wholly owned subsidiary of Prada Holding S.p.A., a substantial shareholder (as defined in the Listing Rules) of the Company. Both Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli - Executive Directors and substantial shareholders (as defined in the Listing Rules) of the Company – are indirect shareholders of Prada Holding S.p.A.. In this context, the MM Lease Agreement and the MM Guarantee, being continuing transactions of the Group, have become subsequent continuing connected transactions of the Group under Chapter 14A of the Listing Rules. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 87 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 87 20/03/24 14:25 20/03/24 14:25 8787 Directors' ReportThe annual cap for the 2023 Year for the rent paid to PH-RE llc, or accrued by the Company in accordance with applicable accounting rules, under the MM Lease Agreement and the MM Guarantee was JPY 630,000,000, as disclosed in the Company’s announcement dated May 26, 2017. Below is a table setting out the aggregate value for each of the non-exempt continuing connected transactions for the 2023 Year: (a) Lease Agreement and Guarantee for Prada Aoyama Building Depreciation of the right of use assets and interest expenses on lease liability (b) Lease Agreement and Guarantee for Miu Miu Aoyama Building Depreciation of the right of use assets and interest expenses on lease liability Continuing Connected Transaction (“CCT”) Japanese Yen million 2,040.7 Japanese Yen million Accounting adjustment to the CCT following the application of IAS 1 “Presentation of Financial Statements” Impact on the profit or loss for the year ended December 31, 2023 Japanese Yen million 72.4 Japanese Yen million Japanese Yen million 2,113.1 Japanese Yen million 630 (22.3) 607.7 The Independent Non-Executive Directors have reviewed the above non-exempt continuing connected transactions and confirmed that these have been entered into: (i) (ii) on normal commercial terms or better; and (iii) according to the agreements governing them, on terms that are fair and reasonable, and in the interests of the in the ordinary and usual course of business of the Group; shareholders of the Company as a whole. The Directors of the Company have engaged the External Auditor to review the above non-exempt continuing connected transactions. Based on the work performed, the External Auditor has provided a letter to the Directors of the Company to confirm that nothing has come to its attention causing them to believe that the continuing connected transactions: (i) (ii) were not, in all material respects, in accordance with the pricing policies of the Group, if the transaction involved have not been approved by the Company’s Board of Directors; the provision of goods or services by the Group; (iii) were not entered into, in all material respects, in accordance with the terms of the relevant agreements governing such transactions; and; (iv) have exceeded the relevant annual cap. Save as disclosed above, none of the transactions disclosed as related party transaction in Note 40 to the Consolidated Financial Statements is a connected transaction or continuing connected transaction, which is subject to the reporting or disclosure requirements under the Listing Rules. The Company has complied with the disclosure requirements governing “connected transactions” or “continuing connected transactions” in accordance with Chapter 14A of the Listing Rules. Bank loans and other borrowings Details of the Group’s bank loans and other borrowings as at December 31, 2023 are set out in Notes 21 and 26 to the Consolidated Financial Statements. 8888 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 88 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 88 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Major customers and suppliers The nature of the Group’s activities is such that the percentage of sales or purchases attributable to the Group’s five largest customers or suppliers is less than 30% of the total sales or purchases, and the Directors do not consider any customer or supplier to have an influence on the Group. Retirement benefit schemes Details of the retirement benefit schemes of the Group are set out in Note 27 to the Consolidated Financial Statements. Model Code for securities transactions The Company has adopted the Model Code. Having made specific enquiries to all Directors, all of them have confirmed that they have complied with the standard set out in the Model Code throughout the 2023 Year. Events after the reporting period – if applicable Details of significant events occurring after the reporting date – if any – are set out in Note 44 to the Consolidated Financial Statements. Commitments and contingencies Details of capital commitments and contingent liabilities of the Group as at December 31, 2023 are set out in Note 28 to the Consolidated Financial Statements. Sufficiency of public float At the time the Company was listed, the Stock Exchange granted a waiver from strict compliance with Rule 8.08(1) of the Listing Rules (the “Public Float Waiver”). Pursuant to the Public Float Waiver, the Company must at all times maintain a minimum public float of 20%. Based on the information available to the Company and within the knowledge of the Directors, the Company has maintained such minimum public float as at the date of this annual report. Directors’ responsibilities for the Consolidated financial statements The Directors are responsible for the preparation of the Consolidated Financial Statements for the year ended December 31, 2023, to ensure such Consolidated Financial Statements give a true and fair view of the state of affairs of the Group. In preparing these Consolidated Financial Statements, the Directors have selected suitable accounting policies, made judgments and estimates that are prudent and reasonable, and prepared the Consolidated Financial Statements on a going concern basis and in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board as adopted by the European Union. The Directors are responsible for keeping proper accounting records for safeguarding the assets of the Company and the Group. External Auditor The Consolidated Financial Statements and the Separate financial statements of the Company are audited by Deloitte & Touche S.p.A. Under Italian company law, the external auditor is appointed and its remuneration is resolved every three years by the shareholders’ general meeting of the Company, on the basis of a proposal made by the Board of statutory auditors. 8989 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 89 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 89 20/03/24 14:25 20/03/24 14:25 Directors' ReportOn April 13, 2012, the Stock Exchange granted to the Company a waiver from strict compliance with Rule 13.88 of the Listing Rules, which requires the appointment of an external auditor at each annual general meeting to hold office until the next annual general meeting. Therefore, the Company’s external auditor is appointed, and its remuneration is determined, every three years at the shareholders’ general meeting of the Company under the applicable Italian laws. On March 14, 2022, the Board resolved, in accordance with the recommendations received from the Board of statutory auditors and the Audit and Risk Committee, to propose a resolution at the shareholders’ general meeting of the Company on April 28, 2022 (the “2022 AGM”) to reappoint Deloitte & Touche S.p.A. as the External Auditor of the Company for a term of three financial years ending December 31, 2024, and to fix its remuneration. At the 2022 AGM, it was resolved to appoint Deloitte & Touche S.p.A. as the External Auditor of the Company for a term of three financial years. Accordingly, the External Auditor’s mandate will expire at the shareholders’ general meeting to be convened for the approval of the financial statements of the Company for the year ending December 31, 2024. By order of the Board Paolo Zannoni Executive Deputy Chairman March 7, 2024 9090 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 90 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 90 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023CHAPTER 6 Corporate Governance PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 91 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 91 20/03/24 14:25 20/03/24 14:25 Corporate governance practices The Company is committed to maintaining the highest standards of corporate governance to create long-term sustainable value for all its stakeholders, including its shareholders. The corporate governance model adopted by the Company consists of a set of rules, standards and structured procedures aimed at establishing efficient and transparent operations within the Group, to protect the rights of the Company’s shareholders, to enhance shareholder value and to uphold the Group’s credibility and reputation. The corporate governance model adopted by the Company complies with the applicable laws and regulations in Italy, where the Company is incorporated, as well as with the principles set out in the Corporate Governance Code (the “Code”) in Appendix C1 (formerly known as “Appendix 14”) of the Listing Rules. Compliance with the Code The Board has reviewed the Company’s corporate governance practices and it is satisfied that such practices have complied with the code provisions set out in the Code, for the year ended December 31, 2023 (the “2023 Year”). This Corporate Governance Section of the Annual Report summarizes how the Company applied the principles and implemented the code provisions contained in the Code for the 2023 Year. Directors’ securities transactions The Company has adopted a written procedure governing Directors’ securities transactions on terms no less exacting than those set out in the Model Code. In response to specific enquiries by the Company, all Directors confirmed that they complied with the required standard set out in the Model Code and the Company’s procedure at all applicable times during the 2023 Year. There were no incidents of non-compliance during the 2023 Year. The Company has also adopted a written procedure governing securities transactions carried out by the relevant employees who are likely to possess inside information in relation to the Company and its securities. This procedure is on terms no less exacting than those set out in the Model Code. Directors’ interests as at December 31, 2023, in the shares of the Company and its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange, pursuant to the Model Code contained in Appendix C3 of the Listing Rules, are set out in the Directors’ Report. Board of Directors A. Board Composition The Board is currently made up of eleven Directors – six Executive Directors and five Independent Non-Executive Directors. The Board has an appropriate mix of skills and experience that is relevant to the Company’s strategy, governance and business, and underpins its management effectiveness and efficiency. Its approach to achieving diversity is set out in the Board Diversity Policy, which is discussed in more detail in the paragraph headed Nomination Committee. Currently female representation at Board level is about 36%. Gender diversity at workforce levels is disclosed in the Annual Report and gender diversity (including Senior Management) is disclosed in the Sustainability Report. The Board believes that diversity should not be limited to gender. 9292 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 92 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 92 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023The table below shows the structure, skill sets, expertise, and competencies of the Board: Committees Skills and Expertise r e d n e G M M M F M M M F M F F e g A 77 75 58 75 44 35 63 46 60 59 51 * y t i c i n h t E I I I I I I NI I I NI I D E N I / D E ED ED ED ED ED ED INED INED INED INED INED n o i t a r e n u m e R x x x k s i R d n a t i d u A x x x n o i t a n m o N i y t i l i i b a n a t s u S x x x x x x t n e m e g a n a M s s e n i s u B x x x x x x x x x x x i & g n n n a l P c i g e t a r t S t n e m e g a n a M k s i R / g n i t r o p e R l a i c n a n F i i g n k n a B x x x x x x x x x x x x x x x G S E / l a g e L x x x x e c n e i r e p x E / l e g d e w o n K y r t s u d n I d e t a l e R x x x x x x x x x x x Directors Mr. Patrizio BERTELLI (Chairman of the Board) Mr. Paolo ZANNONI (Executive Deputy Chairman of the Board) Mr. Andrea GUERRA (Chief Executive Officer) Ms. Miuccia PRADA BIANCHI Mr. Andrea BONINI (Chief Financial Officer) Mr. Lorenzo BERTELLI Mr. Yoël ZAOUI (Lead Independent Director) Ms. Marina Sylvia CAPROTTI Mr. Maurizio CEREDA Ms. Pamela Yvonne CULPEPPER Ms. Anna Maria RUGARLI * I refers to Italian and NI refers to Non-Italian Biographical details of the Directors and their relationships, where applicable, are set out in the Directors and Senior Management section of the Annual Report. The Company has maintained both on its own website and on the website of the Stock Exchange an updated list of its Directors, identifying their respective roles and functions. B. Board Meetings During the 2023 Year, the Board held six meetings to discuss the Group’s overall corporate strategic direction and objectives, assess its operational and financial performance (including the annual budget and the annual, interim and quarterly results), and approve the Group’s main investments, corporate reorganisation plans and intragroup mergers, extraordinary transactions, appointment of the new Chief Executive Officer, the Executive Deputy Chairman and the Leading Independent Director, granting of powers to the Executive Directors, remuneration of Directors and Board Committees members, amendments to By-laws, adoption and updating of Group policies, approval of the 2023 Year Audit Plan and the Sustainability Report, and the acquisition of a building in New York (USA). The average attendance rate of the Directors for these six meetings (all held through electronic means) was 83.33%. Minutes of the Board meetings are kept by the Corporate Affairs Department. Minutes of the Board meetings and all Board Committees meetings are sent to the relevant Directors and are available for inspection by any Director by giving reasonable notice to the Company. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 93 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 93 20/03/24 14:25 20/03/24 14:25 9393 Corporate Governance C. Board Attendance The details of attendance at Board meetings, Board Committees meetings and shareholders’ general meeting held during the 2023 Year are set out in the following table: Directors Executive Directors Mr. Patrizio BERTELLI (Chairman) 1 Mr. Paolo ZANNONI (Executive Deputy Chairman) 2 Mr. Andrea GUERRA (Chief Executive Officer) 3 Ms. Miuccia PRADA BIANCHI 4 Mr. Andrea BONINI (Chief Financial Officer) Mr. Lorenzo BERTELLI 5 Non-Executive Director Mr. Stefano SIMONTACCHI 6 Independent Non-Executive Directors Mr. Yoël ZAOUI (Lead Independent Director) 7 Ms. Marina Sylvia CAPROTTI 8 Mr. Maurizio CEREDA 9 Ms. Pamela Yvonne CULPEPPER 10 Ms. Anna Maria RUGARLI 11 Statutory Auditors Mr. Antonino PARISI (Chairman) Mr. Roberto SPADA Mr. David TERRACINA Board Audit and Risk Committee Remuneration Committee Nomination Committee Sustainability Committee Shareholders’ Meeting 6/6 6/6 5/5 1/6 6/6 5/6 0/1 5/6 4/6 5/6 6/6 6/6 6/6 6/6 5/6 3/3 2/2 2/2 6/6 5/6 6/6 3/3 3/3 2/2 2/2 2/2 2/2 0/1 1/1 1/1 0/1 1/1 0/1 0/1 0/1 1/1 1/1 1/1 0/1 1/1 1/1 Dates of the Meetings Jan 26, 2023 Jan 25, 2023 Jan 25, 2023 Jan 18, 2023 Mar 2, 2023 Apr 27, 2023 Mar 9, 2023 Feb 27, 2023 Mar 6, 2023 Mar 1, 2023 Jul 12, 2023 May 11, 2023 Mar 8, 2023 Oct 20,2023 Jul 27, 2023 May 8, 2023 Oct 31, 2023 Jul 26, 2023 Dec 18, 2023 Oct 30, 2023 Average Attendance Rate of the Directors 83.33% 94.44% 100% 100% 100% 54.54% Notes: 1. Ceased to serve as Chief Executive Officer from January 26, 2023 and appointed as Chairman of the Board on April 27, 2023 2. Member of the Remuneration Committee, ceased to serve as Chairman of the Board from April 27, 2023 and appointed as Executive Deputy Chairman of the Board on May 11, 2023 3. Appointed as Chief Executive Officer on January 26, 2023 4. Ceased to serve as Chief Executive Officer from January 26, 2023 5. Member of the Sustainability Committee and Nomination Committee 6. Ceased to serve as Non-Executive Director from January 26, 2023 7. Chairman of the Audit and Risk Committee and Member of the Remuneration Committee and appointed as Lead Independent Director on May 11, 2023 8. Chairwoman of the Remuneration Committee and Member of the Audit and Risk Committee and the Nomination Committee 9. Chairman of the Nomination Committee and Member of the Audit and Risk Committee 10. Chairwoman of the Sustainability Committeee 11. Member of the Sustainability Committee 9494 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 94 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 94 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023D. Roles and Responsibilities The Board is the highest decision-making body of the Company vested with the power to manage all ordinary and extraordinary matters of the Company. The Board has the power to perform all acts it deems necessary or useful in the pursuit of the Company’s corporate purposes, except for those acts specifically reserved for approval by the shareholders by relevant laws or regulations or the By-laws. In particular, the Board is responsible for setting the overall strategy, as well as reviewing the operational and financial performance of the Company and the Group. Therefore, the Board considers and decides on all matters concerning the overall Group strategy, including the sustainability strategy, the Group’s strategic objectives, annual budgets, annual, interim and quarterly results, approval of major transactions, connected transactions and any other significant operational and financial matters. The Board is also responsible for evaluating on an ongoing basis the effectiveness of the internal control and risk management system. Among the Directors, some, upon the decision of the Board, are granted with specific delegated authorities and with powers to sub-delegate to selected personnel outside the Board. To this respect, the Company has adopted a system of delegated powers and powers of attorneys aimed at ensuring the segregation of duties and the efficient and regular performance of the activities in accordance with the procedures adopted by the Company itself. During the 2023 Year, all Board members were provided with monthly financial updates, prepared by the Executive Directors with the support of the management. The purpose of such updates was to provide a balanced and comprehensive assessment of the performance, position and prospects of the Group in sufficient detail, in order to enable each Director to perform his/her duties. The Board believes that corporate culture underpins the long-term business, economic success and sustainable growth of the Group. The Board sets and promotes company culture and expects and requires employees to follow the Group’s procedures and policies. For details, please refer to the Directors’ Report and the Sustainability Report. The Executive Directors are responsible for the day-to-day management of the Company and to make operational and business decisions within the control and delegated powers framework of the Company. The types of decisions delegated by the Board to the management include: ― the preparation of annual, interim, and quarterly results for the Board’s approval; ― the execution of business strategies and other initiatives adopted by the Board; ― the monitoring of operating budgets adopted by the Board; ― the design, implementation and monitoring of the internal control and risk management system; and ― the compliance with relevant statutory requirements, rules and regulations. E. Non-Executive Directors The Non-Executive Directors, including the Independent Non-Executive Directors, provide the Company with diversified skills, expertise and qualifications as well as varied backgrounds and perspectives. They participate in the Board and Board Committees meetings to provide independent and objective opinions, advice and judgment on important matters relating to the Company’s strategy, policy, financial performance, and take the lead on matters where conflicts of interests may arise. The Board also reviews on an annual basis the implementation and effectiveness of the mechanisms established to ensure independent views and input are available to the Board. They also attend the shareholders’ general meetings of the Company to understand the views of the shareholders. They make a positive contribution to the development of the Company’s strategy and policy through independent, constructive and informed comments. F. Independent Non-executive Directors The Independent Non-Executive Directors enhance the effectiveness and decision-making of the Board by providing objective judgement and constructive challenge. Their independence is assessed upon appointment, annually, and whenever the circumstances warrant reconsideration. All the Independent Non-Executive Directors meet the independence guidelines set out in Rule 3.13 of the Listing Rules and have, as required by the Listing Rules, provided the Company with the written confirmations as to their independence. The independence of the Independent Non-Executive Directors was further confirmed following the review by the Nomination Committee conducted on March 1, 2023. None of the Independent Non-Executive Directors 9595 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 95 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 95 20/03/24 14:25 20/03/24 14:25 Corporate Governanceof the Company has any business or financial interest in the Company or its subsidiaries. G. Liability Insurance for the Directors The Company has arranged appropriate liability insurance to indemnify its Directors for their liabilities arising out of corporate activities. The insurance coverage is reviewed on an annual basis. H. Directors’ Training Upon appointment to the Board, Directors are provided with a comprehensive induction program to ensure that they have a thorough understanding of the key areas of business operations and practices of the Company, as well as their role and responsibilities under the relevant laws, rules and regulations. During the 2023 Year, Mr. Patrizio Bertelli, Mr. Paolo Zannoni, Ms. Miuccia Prada Bianchi, Mr. Andrea Guerra, Mr. Lorenzo Bertelli, Mr. Andrea Bonini, Mr. Yoël Zaoui, Ms. Marina Sylvia Caprotti, Mr. Maurizio Cereda, Ms. Pamela Yvonne Culpepper and Ms. Anna Maria Rugarli participated in continuous professional training to develop and refresh their knowledge and skills and received regular updates on development of the laws, rules and/or regulations relating to Directors’ duties and responsibilities. Ongoing training helps Directors keep abreast of current trends and issues facing the Group, while enabling them to update and refresh their skills and knowledge necessary to perform their duties. As Mr. Stefano Simontacchi resigned as Non-Executive Director on January 26, 2023, he did not participate in the director’s training provided by the Company during the 2023 Year. Directors were required to provide the Company with their training records during the 2023 Year. The records are maintained by the Corporate Affairs Department. Chairman and Chief Executive Officer As published in the announcement dated April 27, 2023, Mr. Patrizio Bertelli is the Chairman of the Board and, as published in the announcement dated January 27, 2023, Mr. Andrea Guerra is the Chief Executive Officer. The role of the Chairman is separate from that of the Chief Executive Officer. The Chairman is vested with the powers to represent the Company and provides leadership to the Board. He is responsible for ensuring that the Board is functioning effectively and adheres to good corporate governance practices and procedures. The Chief Executive Officer, supported by the other Executive Directors and senior management, is responsible for managing the Company’s business, including the implementation of major strategies and other initiatives adopted by the Board. Relationships between directors Ms. Miuccia Prada Bianchi (Executive Director of the Company) and Mr. Patrizio Bertelli (Chairman of the Board and Executive Director of the Company) are husband and wife. Mr. Lorenzo Bertelli (Executive Director of the Company) is the son of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli. Appointment of the Board members At the shareholders’ general meeting of the Company held on May 27, 2021 (the “2021 AGM”), the Board (at the time consisting of nine Directors) was appointed for a term of three financial years. Two additional Independent Non- Executive Directors, Ms. Pamela Yvonne Culpepper and Ms. Anna Maria Rugarli, were appointed at the shareholders’ general meeting of the Company held on January 28, 2022. Two Executive Directors, Mr. Andrea Guerra and Mr. Andrea Bonini, were appointed by the Board, respectively on January 26, 2023 and November 8, 2022, and confirmed by the shareholders’ meeting of the Company held on April 27, 2023. On 26 January 2023, Mr. Andrea Guerra obtained legal advice as regards the requirements under the Listing Rules that are applicable to him as a director of a listed issuer and he understood the possible consequences of making a false declaration or giving false information to the Exchange and has confirmed his obligations as a director of a listed issuer. 9696 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 96 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 96 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Mr. Stefano Simontacchi resigned as Non-Executive Director on January 26, 2023. The mandate of all the current Directors will lapse on the date of the forthcoming shareholders’ general meeting to be called to approve the financial statements of the Company for the 2023 Year. Under the Company’s By-laws, the Directors may be re-appointed. Corporate Governance Functions of the Board The Board is responsible for determining and supervising the implementation of the Company’s corporate governance policies and ensuring its compliance with the provisions of the Code. The Board’s role in this regard is: (i) (ii) (iii) to develop and review the Company’s policies and practices on corporate governance; to review and monitor the training and continuous professional development of directors and senior management; to review and monitor the Company’s policies and practices regarding compliance with legal and regulatory requirements; to develop, review and monitor the Code of Ethics, the Organisation, Management and Control Model (adopted pursuant to Italian Legislative Decree no. 231 of June 8, 2001) and the Company’s procedures applicable to directors and employees; to review relevant Environmental, Social and Governance (“ESG”) matters; to review the Company’s compliance with the Code and the disclosure of such in in this Corporate Governance Section of the Annual Report; and (iv) (v) (vi) (vii) to perform any other corporate governance duties and functions set out by the Listing Rules or other applicable rules, for which the Board shall be responsible. approved the appointment of the Chief Executive Officer and of the Executive Deputy Chairman; reviewed the level of compliance with the Code; During the 2023 Year, the Board completed the following activities with respect to corporate governance matters: (i) (ii) (iii) reviewed the effectiveness of the internal control, risk management system and ESG performance of the Company through the Internal Audit Department, the Audit and Risk Committee and the Sustainability Committee; (iv) reviewed and approved the Sustainability Report; (v) approved the Group’s main transactions, including corporate reorganisation plans, intragroup merger and extraordinary transactions with third parties; (vi) reviewed the amendments to the By-laws; (vii) approved the granting of powers to the Executive Directors; (viii) reviewed the compensation of the members of the Board and Board committees; (ix) approved the appointment of the Lead Independent Director; and (x) reviewed the Group Antitrust Policy and Corporate Finance & Treasury Group Policy. Board Committees The Board has established the Audit and Risk Committee, the Remuneration Committee, the Nomination Committee, and the Sustainability Committee, each chaired by an Independent Non-Executive Director, in compliance with the Code. The Terms of Reference and membership of the first three Board Committees are published on the websites of both the Company and the Stock Exchange. The Terms of Reference of the Board Committees are no less exacting than those set out in the Code. The Board Committees are provided with sufficient resources to perform their duties and upon reasonable request, are able to seek independent professional advice in appropriate circumstances at the Company’s expense. A. Audit and Risk Committee The Company has established an Audit and Risk Committee in compliance with Rule 3.21 of the Listing Rules, where at least one member possesses related financial management expertise to perform the duties of the Audit and Risk Committee. The membership of the Audit and Risk Committee consists of three Independent Non-Executive Directors, namely Mr. Yoël Zaoui (Chairman), Ms. Marina Sylvia Caprotti and Mr. Maurizio Cereda. The primary duties of the Audit 9797 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 97 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 97 20/03/24 14:25 20/03/24 14:25 Corporate Governanceand Risk Committee are to assist the Board in providing an independent view on the independence, adequacy, effectiveness and efficiency of the internal audit function, the Company’s financial reporting process and its internal control and risk management system, to oversee the external audit process, the internal audit process and financial controls activity, to implement the Company’s risk management functions, to examine the work plan of internal audit, to review the relationship with the External Auditor by reference to the work performed by the External Auditor, as well as their independence, fees and terms of engagement, and to perform any other duties and responsibilities assigned to it by the Board. During the 2023 Year, the Audit and Risk committee held six meetings (with an attendance rate of 94.44%) mainly to review, with senior management, the Group’s internal and External Auditor and the Board of Statutory Auditors, the significant internal and external audit findings and financial matters as required under the Audit and Risk Committee’s Terms of Reference and to make relevant recommendations to the Board. The Audit and Risk Committee’s review covered the audit plan for the 2023 Year, the findings of both the internal and the External Auditor, internal controls, risk assessment, annual review of the continuing connected transactions of the Group for 2022, the Group budget for the 2023 Year, the Sustainability Report for the 2023 Year, corporate reorganisation plans, intragroup merger and extraordinary transactions with third parties, Group policies, the methodology applied to the impairment test, and tax and legal updates and the financial reporting matters (including the annual results for the year ended December 31, 2022, the interim financial results as at June 30, 2023, and the quarterly results as at March 31, 2023, and September 30, 2023), before recommending them to the Board for approval. The Audit and Risk Committee also held two meetings – on January 22, 2024 and March 4, 2024 – to examine and recommend to the Board the approval of the 2024 budget of the Group, to discuss the audit activities on the 2023 Separate Financial Statements and Annual Report of the Company presented by Deloitte & Touche S.p.A., to evaluate the methodology applied to the impairment test, to discuss the status of the major pending litigations, including tax litigations, of the Group, to have an update on the internal audit and risk management activities, and to review, for the 2023 Year, the annual results, the Sustainability Report, the continuing connected transactions, and the Internal Audit Department and Audit and Risk Committee reports. External Auditor’s compensation The total fees and expenses accrued in favor of Deloitte & Touche S.p.A. and its network for the audit of the financial statements for the 2023 Year and for the year ended December 31, 2022, together with non-audit services, are illustrated below (amounts in thousands of Euro): Type of service Audit services Audit services Audit services Total audit fees to Deloitte Network Other advisory services Other advisory services Total non-audit fees to Deloitte Network Audit Firm Provided to Deloitte & Touche S.p.A. Deloitte & Touche S.p.A. Deloitte Network Prada S.p.A. Subsidiaries Subsidiaries Deloitte Network Deloitte Network Prada S.p.A. Subsidiaries twelve months ended December 31 2023 twelve months ended December 31 2022 514 227 967 475 133 1,147 1,708 1,755 756 111 867 374 124 498 Total compensation to Deloitte Network 2,575 2,253 9898 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 98 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 98 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023B. Remuneration Committee The primary duties of the Remuneration Committee are to make recommendations to the Board on the Company’s policy and structure for the remuneration package of Directors and senior management and the establishment of a formal and transparent procedure for developing policies on such remuneration. The recommendations of the Remuneration Committee are then submitted to the Board for consideration and adoption, where appropriate. The Remuneration Committee consists of two Independent Non-Executive Directors, Ms. Marina Sylvia Caprotti (Chairwoman) and Mr. Yoël Zaoui, and the Executive Deputy Chairman and Executive Director, Mr. Paolo Zannoni. During the 2023 Year, the Remuneration Committee held three meetings (with an attendance rate of 100%) to recommend the remuneration of the Directors vested with special offices, to review the remuneration of the Directors and Board Committees members, to review the remuneration of the senior management of the Company, and to review and update the main terms of the long-term incentive plan for the Directors and senior management for the three-year period 2022-2024. The Remuneration Committee also held one meeting on March 5, 2024, to review the overall remuneration for the Board, and to review the remuneration of the new members of the Board and of the new Statutory Auditors. Remuneration Policy The Group’s remuneration policy is aimed at attracting, rewarding and retaining its personnel, who are considered the key to the success of the Group’s business. This “Human Capital” is preserved through constant monitoring, in order both to maintain engagement with the Company and a remuneration policy in line with the market. To ensure the Company’s ability to attract and retain talent, the Company’s remuneration policy is built upon the principles of providing an equitable and market-competitive remuneration package that supports the performance culture and enable the achievement of strategic business goals. The Group’s remuneration policy is designed to reward and retain highly professional staff and skilled managers, new graduates and workers, and to create value in the medium and long term through constant organisational learning and the consolidation of collaborators’ experiences and skills. The policy comprises fixed, variable, direct and deferred components, appropriate for the relevant position and professional qualifications, and is consistent with the needs of the various geographic areas. The Group has an incentive system that links compensation with the annual performance of the Group, taking into account the Group’s economic and financial objectives, as well as the objectives of each department, depending on the role of the specific individual. The Group has adopted long-term cash incentive plans for executive directors, senior managers and key managers for retention purposes. Entitlement to benefits under such plans vests in the eligible executive director, senior manager or key manager, subject to the achievement by the Group of one or more economic and financial objectives, as well as certain ESG targets, and his/her presence within the Group at the end of a three-year period. Other incentive schemes specific to sales staff are also in place, and operations and manufacturing staff of the Group may receive a collection bonus following the development of a seasonal collection. The aggregate basic remuneration of the Board is approved by the shareholders in a general meeting. The additional remuneration of each Director vested with special offices (that is, the Executive Directors and members of the Board Committees) is determined by the Board after having considered the recommendation of the Remuneration Committee and the opinion of the Board of Statutory Auditors. Under the current remuneration package, the Executive Directors receive remuneration in the form of fees, salaries and other benefits, discretionary bonuses and/or other incentives, including non-monetary benefits and other allowances and contributions such as contributions to retirement benefits schemes. The Independent Non-Executive Directors receive remuneration in the form of fees and contributions to retirement benefits schemes, as the case may be. No Director is allowed to approve his/her own remuneration. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 99 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 99 20/03/24 14:25 20/03/24 14:25 9999 Corporate GovernanceC. Nomination Committee The primary duties of the Nomination Committee are to determine the policy for the nomination of Directors and to make recommendations to the Board for consideration and, where appropriate, adoption on the structure, size and composition of the Board itself, on the selection of new Directors and on the succession plans for Directors. The Nomination Committee comprised a majority of Independent Non-Executive Directors, chaired by an Independent Non- Executive Director, Mr. Maurizio Cereda, and consists of one Independent Non-Executive Director, Ms. Marina Sylvia Caprotti and one Executive Director, Mr. Lorenzo Bertelli. During the 2023 Year, the Nomination Committee held two meetings (with an average attendance rate of 100%) to perform the annual review of both the independence of the Independent Non-Executive Directors as well as the structure, size and composition of the Board for the year ended December 31, 2022, to recommend to the Board the appointment of Mr. Andrea Guerra as Executive Director in replacement of Mr. Stefano Simontacchi as Non-Executive Director, as well as to review the proposal for the appointment of the new Chairman of the Board, to review the composition and the size of the Board for the 2023 Year, and to perform the annual review of the Board Diversity Policy of the Company. With a view to achieving a sustainable and balanced development, the Company has viewed diversity at the Board level as an essential element to attain its strategic objectives and its development. The Board diversity policy was originally adopted by the Board in September 2013 (the “Board Diversity Policy”) and reviewed during the 2023 Year. On January 25, 2024, the Board adopted a new version of the Board Diversity Policy, substantially in line with the previous version, updated to the current applicable Listing Rules, as well as compliant with the most recent best practices. According to the principles set out in the Board Diversity Policy, all Board members’ appointments are based on merit, with candidates proposed and selected based on objective criteria, with due regard for diversity within the Board. Diversity in this sense encompasses a wide range of factors, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge. The final selection is based on merit and the contribution, which the candidates can bring to the Board. Throughout the 2023 Year, and up to the date of this Annual Report, the Board had four female Directors (three being Independent Non-Executive Directors), representing approximately 36% of the Board and 60% of the Independent Non-Executive Directors). The Company is committed to maintaining a Board with an appropriate level of female members, which shall be no less than 40% of the Independent Non-Executive Directors and 30% of all members of the Board by year. The Nomination Committee has been delegated the overall responsibility for implementing and monitoring the implementation of the Board Diversity Policy. The Nomination Committee discusses any revisions that may be required to ensure the effectiveness of the Board Diversity Policy with access to independent external consultants and recommends any such revisions to the Board for its approval. On March 15, 2019, the Board first adopted the nomination policy for the Directors (the “Director Nomination Policy”), which provides guidance on the proposal for the appointment or re-appointment of the directors or to fill casual vacancies and sets out the processes and criteria for the nomination of a candidate for directorship in the Company. The Company adopted the Director Nomination Policy to regulate the nomination process of Directors, so as to ensure that all nominations of the Board members are made in a fair and transparent manner, in order to maintain an appropriate balance of skills, experience and diversity within the Board, that are relevant to the Company’s strategy, governance and business, and which can contribute to the effectiveness and efficiency of the Board’s management. On January 25, 2024, the Board adopted a new version of the Director Nomination Policy, substantially in continuity with the previous version, updated to the current applicable Listing Rules, as well as compliant with the most recent best practices. The Director Nomination Policy contains a number of factors for assessing the suitability of a proposed candidate, including the high ethical character and reputation for integrity, professional qualifications, skills, knowledge and experience, available time commitment, merit and potential contributions to the Board, as well as the independence criteria under the Listing Rules (where applicable), including the independence of long serving Independent Non- Executive Directors (where applicable). The Nomination Committee considers the candidates proposed by shareholders for new directorship or for re-election and make recommendations for the Board’s consideration. The Board will then decide whether the proposed candidate shall be eligible to be appointed or re-appointed, as the case may be, as a director of the Company and will in turn recommend to shareholders to vote in favor of the relevant resolutions to be proposed at the shareholders’ general 100100 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 100 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 100 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023meeting of the Company. The Nomination Committee also held two meetings on February 20, 2024, and March 5, 2024, to verify the independence of the Independent Non-Executive Directors for the 2023 Year, to recommend the structure of the Board and the election and appointment of eleven directors in total at the forthcoming shareholders’ general meeting, and to recommend the proposed candidates for both the Board and the Board of Statutory Auditors, whose appointment is subject to the approval at the forthcoming shareholders’ general meeting. D. Sustainability Committee The Sustainability Committee comprises two Independent Non-Executive Directors, Ms. Pamela Yvonne Culpepper (Chairwoman) and Ms. Anna Maria Rugarli, and one Executive Director, Mr. Lorenzo Bertelli. The Sustainability Committee assists and supports the Board with proposing and advisory functions in its assessments and decisions on sustainability, meaning the processes, initiatives and activities aimed at overseeing the Company’s commitment to sustainable development along the value chain and strategy. Moreover, the Committee supports the preparation and review of non-financial reports, including the annual Sustainability Report, and communications concerning sustainability to be submitted to the Board for approval. The Directors’ Report includes the governance of sustainability issues and how the Company approaches and manages the Group’s material ESG topics. During the 2023 Year, the Sustainability Committee held two meetings (with an average attendance rate of 100%) to discuss the Sustainability Report for the year ended December 31, 2022, to provide updates on the progress and achievements in the ESG strategy of the Group, to present and discuss the Industrial Area roadmap to support the sustainability of operations in Italy, and to review and discuss the ESG information to be included in the presentation of financial results for both the year ended December 31, 2022, and the first half of the 2023 Year. The Sustainability Committee also held two meetings on January 31, 2024, and February 29, 2024, to provide updates on progress and achievements in ESG, and to approve the Sustainability Report for the 2023 Year and the industrial roadmap for supporting sustainability in Group’s operations for the year ending December 31, 2024. Board of statutory auditors Under Italian law, a joint-stock company is required to have a board of statutory auditors, appointed by the shareholders for a term of three financial years, with the authority to supervise the Company on its compliance with the applicable laws, regulations, its By-laws, the principles of proper management and, in particular, on the adequacy and functioning of the organisational, administrative and accounting structure adopted by the Company. At the shareholders’ general meeting of the Company held on May 27, 2021, the Board of Statutory Auditors was appointed for a term of three financial years (2021-2023). The mandate of the current Board of Statutory Auditors will expire at the forthcoming shareholders’ general meeting to be called to approve the financial statements of the Company for the 2023 Year. The Board of Statutory Auditors of the Company consists of Mr. Antonino Parisi (Chairman), Mr. Roberto Spada and Mr. David Terracina. The alternate statutory auditors are Ms. Stefania Bettoni and Ms. Fioranna Negri. Directors’ responsibility and auditors’ responsibility for Consolidated Financial Statements The Directors are responsible for preparing the Consolidated Financial Statements of the Group for the 2023 Year to ensure such Consolidated Financial Statements give a true and fair view of the state of affairs of the Group. In preparing these Consolidated Financial Statements, the Directors have selected suitable accounting policies and made prudent and reasonable judgments and estimates. The Consolidated Financial Statements have been prepared on a going concern basis and in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board as adopted by the European Union. 101101 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 101 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 101 20/03/24 14:25 20/03/24 14:25 Corporate GovernanceIn addition, the Board is generally satisfied of the adequacy of resources, staff qualifications and experience, training program and budget of the Company’s accounting and financial reporting function during the 2023 Year. With respect to the External Auditor of the Company, its responsibilities are stated in the auditor’s reports on the Consolidated Financial Statements. Internal control and risk management The Group’s internal control system has mainly been designed to safeguard the assets of the Group, to maintain proper accounting standards, to ensure that appropriate authority has been given for the performance of acts by the Company, and to comply with the relevant laws and regulations. The Group has adopted a strict Anti-Corruption Policy and an Auditor Transactions Policy to support anti-corruption laws and regulations and monitoring the independence of External Auditor. To better control its activities in achieving the established objectives, the Group has adopted procedures to identify, evaluate and manage the specific risks arising out of the continuous changes which affect the Group’s operations and the regulatory framework to which it is subject. The Board has adopted a Whistleblowing Policy which provides reporting channels and guidance for employees and other parties who deal with the Group (e.g. contractors and suppliers, etc.) to report possible improprieties in matters of financial reporting or other matters. The Whistleblowing Policy and the Anti-Corruption Policy are available on the Company’s website. The Board places great importance on maintaining a sound and effective internal control and risk management system to safeguard the shareholders’ investment and the Company’s assets. The Board has acknowledged its responsibility for the internal control and risk management system – including financial, operational and compliance controls functions – and for the ongoing monitoring and review of its effectiveness. Such a system is designed to manage rather than eliminate risks and is aimed at providing reasonable and not absolute assurance against material misstatement or loss. The management, with the support of the Internal Audit Department, has the responsibility, as delegated by the Board, to identify, evaluate and manage the risk factors that may affect the Group’s operations and to resolve any material internal control defects that may arise. In particular, during the 2023 Year the Internal Audit Department assessed the Company’s activities and controls to mitigate the health and safety risk at work as well as the risk of data breach and cyber-attack. The Internal Audit Department provides an independent review of the adequacy and effectiveness of the internal control and risk management system. The audit plan is discussed and agreed every year by the Audit and Risk committee before being submitted to the Board for approval. In addition to its agreed annual schedule of work, the Internal Audit Department conducts other special reviews as required. The risk assessment documents are periodically updated by the Internal Audit Department with the support of the management, then reviewed by the Audit and Risk Committee and submitted to the Board for approval. The Board has received specific confirmation from the relevant management personnel of the Company on the effectiveness of the Group’s internal control and risk management system throughout the 2023 Year. During the 2023 Year, no significant control failings or weaknesses were identified. The Board, with the support from the Audit and Risk Committee, has been reviewing the internal control and risk management system of the Group on an ongoing basis (with the same frequency as regular Board meetings were held) and is generally satisfied that the internal control and the risk management system has functioned effectively and has been adequate for the Group as a whole, throughout the 2023 Year. Moreover, the Board is generally satisfied of the adequacy of resources, staff qualifications and experience, the training 102102 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 102 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 102 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023programme and the budget of the Company’s internal audit and risk management function during the 2023 Year. “Organismo di Vigilanza” In compliance with Italian Legislative Decree no. 231 of June 8, 2001 (the “Decree”), the Company established an “Organismo di Vigilanza” whose primary duty is to ensure the functioning, effectiveness and enforcement of the Company’s Organization, Management and Control Model, adopted by the Company pursuant to the Decree. The “Organismo di Vigilanza” has three members appointed by the Board and selected among qualified and experienced individuals. The “Organismo di Vigilanza” consists of Ms. Stefania Chiaruttini (Chairwoman), Mr. Armando Simbari, who was appointed to replace Mr. Yoël Zaoui on July 26, 2023, and Mr. Roberto Spada, Statutory Auditor. Inside Information The Company handles and disseminates inside information in accordance with the requirements of the Securities and Futures Ordinance and the Listing Rules. With regard to the procedures and internal controls for the handling and dissemination of inside information, the Company: ― has adopted an inside information disclosure policy to ensure potential inside information is identified and confidentiality is maintained until timely and proper disclosure is made (the “Inside Information Disclosure Policy”), which has been reviewed and updated by the Board on January 25, 2024; ― has made available on the Company’s intranet the Inside Information Disclosure Policy in order to ensure immediate access to it by the entire Group’s staff; ― has included in the procedures governing Directors and relevant employees a prohibition on dealing in the Company’s shares whilst in possession of inside information; and ― has authorized only the Executive Directors and a few selected members of the management to act as spokespersons and respond to external enquiries. In addition, the Board has established an Inside Information Committee, which comprises the Chairman (Mr. Patrizio Bertelli), the Executive Deputy Chairman (Mr. Paolo Zannoni) and an Executive Director (Mr. Lorenzo Bertelli). The Inside Information Committee has been delegated with the power to assess, if necessary any potential inside information, and to keep all other Directors timely informed about its decisions. Company Secretary During the 2023 Year, Ms. Yuen Ying Kwai was the company secretary of the Company and she undertook over 15 hours of relevant professional training to update her skills and knowledge. Ms. Yuen ceased to serve as the company secretary with effect from December 31, 2023 and Ms. Tong Pui Ting, Wendy has been appointed as the company secretary in place of Ms. Yuen with effect from December 31, 2023. Her biography is set out in the Directors and Senior Management section of this Annual Report. Shareholders’ Rights A. Convening of shareholders’ general meeting at shareholders’ request Pursuant to Article 14.2 of the Company’s By-Laws, a shareholders’ general meeting has to be called by the Board when requested by shareholders representing at least one-twentieth of the Company’s share capital, provided that the request mentions the item(s) to be discussed at the meeting. If there is an unjustified delay in calling the meeting by the Board, action will be taken by the Board of Statutory Auditors. B. Putting forward proposals at shareholders’ general meeting Pursuant to Article 14.5 of the Company’s By-Laws, shareholders who, individually or jointly, own or control at least one-fortieth of the Company’s share capital may request in writing for additions to be made to the list of items on the agenda, within ten days from the notice of call for a shareholders’ general meeting, by setting out the proposed additions. The proposals should be directed to the Company by email at corporateaffairs@prada.com. 103103 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 103 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 103 20/03/24 14:25 20/03/24 14:25 Corporate GovernanceC. Making an enquiry to the Board Enquiries about matters to be put forward to the Board should be directed to the Company by email at corporateaffairs@prada.com. The Company will not normally deal with verbal or anonymous enquiries. D. Procedures for shareholders’ to propose a person for election as Director The procedures for a shareholder to nominate a person for election as a Director of the Company are set out in Articles 19.3 and 19.4 of the Company’s By-laws, details of which have been disclosed in the Company’s announcement dated March 30, 2012. Constitutional Documents On April 27, 2023, the Company has adopted a new set of By-Laws (“Amended By-Laws”) mainly to conform to the core shareholder protection standards set out in Appendix A1 (formerly known as “Appendix 3”) to the Listing Rules and to incorporate provisions to allow and facilitate hybrid and electronic meetings, and other provisions aimed at complying with applicable laws and regulations. The Amended By-Laws are available for viewing on the websites of the Company and the Stock Exchange. Communication with shareholders A. Dividend Policy On March 15, 2019, the Board formalized and adopted a Dividend Policy to set out the framework that the Company has put in place in relation to dividend payouts to shareholders. The Company aims to provide its shareholders a sustainable dividend stream, taking into account financial results, cash flow situation, working capital requirements, capital expenditures, investment requirements, future operations and earnings, business conditions and strategies, interests of shareholders and any statutory or regulatory restrictions (including under Italian law and the Company’s By-laws) on payment of dividends. The Board reviews the Dividend Policy from time to time and may adopt changes, as appropriate, to ensure the effectiveness of the Dividend Policy. The Board reviewed the Dividend Policy and adopted changes on January 25, 2024. At the 2023 AGM, the shareholders approved the distribution of a final dividend of Euro 0.11 per share for the financial year ended December 31, 2022, representing a total dividend of Euro 281,470,640, which was paid on May 19, 2023. B. Investor relations and communication The Company endeavors to maintain a high level of transparency when communicating with the shareholders and the financial community in general. The Company has maintained a regular dialogue with – and fair disclosure to – institutional shareholders, fund managers, research analysts and the finance media. Investor/ analysts briefings and one-to-one meetings, investor conferences and results briefings are conducted on a regular basis in order to facilitate communication between the Company, shareholders and the investment community. The Company strives to ensure effective and timely dissemination of information to shareholders and the investment community at all times and will regularly review the arrangements to ensure its effectiveness. The Company’s corporate website (www.pradagroup.com) facilitates effective communications with shareholders, investors and other stakeholders, making corporate information and other relevant financial and non-financial information available electronically and on a timely basis. This includes extensive information about the Group’s performance and activities via the annual report, interim report, social responsibility report, press releases, presentations, announcements, circulars to shareholders and notices of general meetings, etc. The Board has adopted a Shareholders Communication Policy and is subject to review annually to ensure the effectiveness and implementation of the Shareholders Communication Policy. The Company is generally satisfied that the implementation of the Shareholders Communication Policy has functioned effectively throughout the 2023 Year. 104104 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 104 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 104 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023C. Shareholders’ meetings The Company strives to maintain an on-going dialogue with its shareholders. Shareholders are encouraged to participate in general meetings either in person or through appointed proxies to attend and vote at meetings for and on their behalf if they are unable to attend such meetings. The process of the Company’s general meeting is monitored and reviewed on a regular basis. The Company uses the shareholders’ general meeting as one of the main channels for communicating with the shareholders and to ensure that shareholders’ views are communicated to the Board. At the shareholders’ general meeting, each substantially separate issue is proposed and considered by a separate resolution (including the election of individual directors). The shareholders’ general meeting of the Company held on April 27, 2023 (the “2023 AGM”) was held online only. The Directors, including the Chairman of the Board, the Chief Executive Officer, the majority of Independent Non-Executive Directors, the Company Secretary, the External Auditor of the Company, Deloitte & Touche S.p.A., the majority of the members of the Board of Statutory Auditors, and the scrutineer, attended the 2023 AGM. All resolutions submitted to the shareholders at the 2023 AGM were duly passed and the voting results of such resolutions were disclosed in the announcement of the Company dated April 27, 2023. Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong share registrar, acted as scrutineer for the vote taking at the 2023 AGM. D. Corporate communications In order to increase the efficiency in communication with shareholders and to contribute to environmental protection, the Company has adopted electronic dissemination of corporate communications and will only send corporate communications in printed form to shareholders upon request. The English and Chinese versions of all corporate communications are available electronically on the Company’s website at www.pradagroup.com and the HKEXnews website at www.hkexnew.hk. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 105 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 105 20/03/24 14:25 20/03/24 14:25 105105 Corporate GovernanceCHAPTER 7 Consolidated Financial Statements PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 106 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 106 20/03/24 14:25 20/03/24 14:25 Consolidated Statement of financial position (amounts in thousands of Euro) Assets Current assets Cash and cash equivalents Trade receivables, net Inventories, net Derivative financial instruments – current Receivables due from, and advance payments to, related parties - current Other current assets Total current assets Non-current assets Property, plant and equipment Intangible assets Right of use assets Investments in equity instruments Deferred tax assets Other non-current assets Derivative financial instruments – non-current Receivables due from, and advance payments to, related parties - non-current Total non-current assets Total assets Liabilities and equity Current liabilities Lease liabilities – current Short-term financial payables and bank overdrafts Payables due to related parties – current Trade payables Tax payables Derivative financial instruments – current Other current liabilities Total current liabilities Non-current liabilities Lease liabilities – non-current Long-term financial payables Long-term employee benefits Provisions for risks and charges Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Share capital Total other reserves Translation reserve Net income for the year Equity attributable to the owners of the Group Equity attributable to Non-controlling interests Total equity Notes December 31 2023 December 31 2022 9 10 11 12 13 14 15 16 17 18 36 19 12 13 20 21 22 23 24 12 25 20 26 27 28 36 29 30 31 689,519 405,151 782,978 17,550 138 267,412 2,162,748 2,032,876 846,024 2,024,552 41,610 374,847 131,504 890 - 5,452,303 7,615,051 411,289 148,338 5,858 453,387 121,823 7,543 302,143 1,091,622 331,915 760,457 22,483 2,373 215,917 2,424,767 1,577,125 817,809 2,011,474 26,974 373,090 139,402 5,812 1,125 4,952,811 7,377,578 392,126 160,847 3,568 401,799 277,656 11,565 242,306 1,450,381 1,489,867 1,699,599 338,422 60,875 49,867 35,731 103,367 2,287,861 3,738,242 255,882 2,833,889 92,998 671,026 3,853,795 23,014 3,876,809 1,715,451 395,656 67,571 51,486 40,855 115,670 2,386,689 3,876,556 255,882 2,648,496 112,646 465,193 3,482,217 18,805 3,501,022 Total liabilities and total equity 7,615,051 7,377,578 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 107 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 107 20/03/24 14:25 20/03/24 14:25 107107 Consolidated Financial StatementsConsolidated Statement of profit or loss for the year ended December 31, 2023 (amounts in thousands of Euro) Net revenues Cost of goods sold Gross margin Operating expenses Notes 32 33 twelve months ended December 31 2023 % on net revenues twelve months ended December 31 2022 % on net revenues 4,726,411 (924,640) 100% -19.6% 4,200,674 (888,580) 100% -21.2% 3,801,771 80.4% 3,312,094 78.8% 34 (2,740,079) -58.0% (2,536,104) -60.3% Operating income - EBIT 1,061,692 22.5% 775,990 18.5% Interest and other financial income / (expenses), net Interest expenses on lease liability Dividends from investments Total financial income / (expenses) (32,031) (58,825) 627 (90,229) -0.7% -1.2% 0.0% -1.9% (24,498) (40,990) 473 (65,015) -0.6% -1.0% 0.0% -1.5% 35 Income before taxation 971,463 20.6% 710,975 16.9% Taxation 36 (298,071) -6.3% (241,820) -5.8% Net income for the year 673,392 14.2% 469,155 11.2% Net income - Non-controlling interests Net income - Group Basic and diluted earnings / (losses) per share (in Euro per share) 31 30 37 2,366 0.1% 3,962 0.1% 671,026 14.2% 465,193 11.1% 0.262 0.182 108108 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 108 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 108 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 Consolidated Statement of comprehensive income for the year ended December 31, 2023 (amounts in thousands of Euro) Net income for the year A) Items that may be reclassified subsequently to P&L: Foreign exchange differences on translation of foreign operations Tax impact Change in translation reserve less tax impact Gains / (losses) on cash flow hedging instruments Tax impact Change in Cash Flow Hedge reserve less tax impact B) Items that will not be reclassified subsequently to P&L: Change in Fair Value in equity instruments reserve Tax impact Change in Fair Value in equity instruments reserve less tax impact (Losses) / gains on remeasurement of defined benefit plans Tax impact Change in actuarial reserve less tax impact Comprehensive income for the year - Consolidated Comprehensive income for the year - Non-Controlling Interests Comprehensive income for the year - Group twelve months ended December 31 2023 twelve months ended December 31 2022 673,392 469,155 (23,879) 71,814 (20,115) 45,876 - - (20,115) 45,876 (4,973) 1,209 (3,764) 34,221 (8,283) 25,938 (1,419) (783) 1,632 - 1,632 (4,076) 1,025 (3,051) 587 - 587 (2,027) 657 (1,370) 648,094 540,186 1,888 4,655 646,206 535,531 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 109 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 109 20/03/24 14:25 20/03/24 14:25 109109 Consolidated Financial Statements Consolidated Statement of cash flows for the year ended December 31, 2023 (amounts in thousands of Euro) Income before taxation Profit or loss adjustments Depreciation of the right of use assets Depreciation and amortization of property, plant and equipment and intangible assets Impairment of the right of use assets Impairment of property, plant and equipment and intangible assets Non-monetary financial (income) expenses Interest expenses on lease liability Other non-monetary (income) expenses Balance sheet changes Other non-current assets and liabilities Trade receivables, net Inventories, net Trade payables Other current assets and liabilities Cash flows from operating activities Interest paid (net), including interest paid on lease liability Taxes paid Net cash flows from operating activities twelve months ended December 31 2023 twelve months ended December 31 2022 971,463 710,975 445,465 230,915 18,633 9,614 48,932 58,825 34,005 (24,300) (85,400) (60,784) 56,351 (8,768) 451,533 210,891 12,342 59,486 24,413 40,990 12,258 (33,142) (3,578) (121,826) 13,351 15,112 1,694,951 1,392,805 (52,962) (49,522) (486,708) (219,586) 1,155,281 1,123,697 Purchases of property, plant and equipment and intangible assets (759,676) (241,495) Proceeds from the sale assets Cash from real estate sale to related party Earn-out paid to a related party Dividends from investments Purchase of equity instruments Business combination Net cash flow utilised by investing activities Dividends paid to shareholders of Prada S.p.A. Dividends paid to Non-controlling shareholders Repayment of lease liability Repayment of current portion of long-term borrowings - third parties Arrangement of long-term borrowings – third parties Change in short-term borrowings – third parties Capital increase from Non-controlling shareholders Loans to related parties Loans from related parties Capital injection in associates Net cash flows utilised by financing activities Change in cash and cash equivalents, net of bank overdrafts Foreign exchange differences Opening cash and cash equivalents, net of bank overdraft Closing cash and cash equivalents, net of bank overdraft 110110 4,534 - - 627 (4,676) - - 18,000 (5,000) 473 (19,549) (2,638) (759,191) (250,209) (281,471) (179,118) (250) (429,685) (94,784) 25,475 4,436 2,560 - 2,500 (4,509) (599) (428,170) (187,128) - 9,837 - (2,200) - - (775,728) (787,378) (379,638) (22,481) 1,091,622 86,110 23,726 981,786 689,503 1,091,622 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 110 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 110 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Consolidated Statement of changes in equity (amounts in thousands of Euro, except number of shares) EQUITY s e r a h s f o r e b m u N l a t i p a c e r a h S e v r e s e r n o i t a l s n a r T i m u m e r p e r a h S e v r e s e r e v r e s e r e g d e h w o fl h s a C s t n e m t s e v n i e u l a V r i a F e v r e s e r l a i r a u t c A r a e y e h t r o f e m o c n i t e N o t e l b a t u b i r t t a y t i u q E p u o r G e h t f o s r e n w o o t e l b a t u b i r t t a y t i u q E s e v r e s e r r e h t o l a t o T s e v r e s e r r e h t O e v r e s e R s t s e r e t n i g n i l l o r t n o c - n o N y t i u q e l a t o T s t n e m u r t s n i y t i u q e n i 2,558,824,000 255,882 67,434 410,047 (15,878) (5,708) (10,992) 2,118,855 2,496,324 294,254 3,113,894 14,749 3,128,643 - - - - - - - - - - - - - - - - - 45,212 - 25,938 - - - - - 294,254 294,254 (294,254) - - - - (179,118) (179,118) - (179,118) (599) (179,717) - 11,910 11,910 - 11,910 - 11,910 - - 25,938 465,193 536,343 4,626 540,969 - - - - - (1,399) 587 - (812) - (812) 29 (783) 2,558,824,000 255,882 112,646 410,047 10,060 (7,107) (10,405) 2,245,901 2,648,496 465,193 3,482,217 18,805 3,501,022 - - - - - - - - - - - - - - - - - - - - - - (19,648) - (3,764) - - - - - - 465,193 465,193 (465,193) - - - - (281,471) (281,471) - (281,471) (250) (281,721) - - - - - - - 2,571 2,571 6,843 6,843 - 6,843 - 6,843 - (3,764) 671,026 647,614 1,899 649,513 - - - - - (3,040) 1,632 - (1,408) - (1,408) (11) (1,419) 2,558,824,000 255,882 92,998 410,047 6,296 (10,147) (8,773) 2,436,466 2,833,889 671,026 3,853,795 23,014 3,876,809 (amounts in thousands of Euro) Balance at December 31, 2021 Allocation of 2021 net profit Dividends Monetary revaluation IAS 29 Comprehensive income / (loss) for the period (recyclable to P&L) Comprehensive income / (loss) for the period (not recyclable to P&L) Balance at December 31, 2022 Allocation of 2022 net profit Dividends Share capital increase Monetary revaluation IAS 29 Comprehensive income / (loss) for the period (recyclable to P&L) Comprehensive income / (loss) for the period (not recyclable to P&L) Balance at December 31, 2023 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 111 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 111 20/03/24 14:25 20/03/24 14:25 111111 Consolidated Financial Statements CHAPTER 8 Prada S.p.A. Separate Financial Statements PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 112 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 112 20/03/24 14:25 20/03/24 14:25 Prada S.p.A. Statement of financial position (amounts in thousands of Euro) Assets Current assets Cash and cash equivalents Trade receivables, net Inventories, net Derivative financial instruments – current Financial receivables and other receivables from parent company, subsidiaries, associates and related parties – current Other current assets Total current assets Non-current assets Property, plant and equipment Intangible assets Right of use assets Investments Deferred tax assets Other non-current assets Derivative financial instruments – non-current Financial receivables and other receivables from parent company, subsidiaries, associates and related parties – non-current Total non-current assets Total assets Liabilities and shareholders' equity Current liabilities Short-term lease liability Short-term financial payables and bank overdrafts Financial payables and other payables to parent company, subsidiaries, associates and related parties – current Trade payables Tax payables Derivative financial instruments – current Other current liabilities Total current liabilities Non-current liabilities Long-term lease liability Long-term financial payables Long-term employee benefits Provisions for risks and charges Deferred tax liabilities Other non-current liabilities Derivative financial instruments – non-current Financial payables and other payables to parent company, subsidiaries, associates and related parties – non-current Total non-current liabilities Total liabilities Share capital Total other reserves Net income for the year Total equity Total liabilities and total equity twelve months ended December 31 2023 twelve months ended December 31 2022 225,028 724,076 343,017 15,774 208,892 187,491 520,888 929,699 301,566 22,483 261,736 119,246 1,704,278 2,155,618 820,241 263,013 349,283 1,318,220 67,111 59,649 890 796,669 226,335 337,102 797,146 53,705 72,539 5,812 164,195 186,301 3,042,602 2,475,609 4,746,880 4,631,227 56,945 129,691 109,871 557,055 47,347 8,550 265,690 51,085 90,541 112,570 548,026 208,435 12,318 218,669 1,175,149 1,241,644 309,764 272,262 33,851 10,205 4,030 98,713 347 - 729,172 305,073 351,200 38,176 3,376 5,054 107,687 1,713 13,878 826,157 1,904,321 2,067,801 255,882 255,882 2,019,937 1,735,861 566,740 571,683 2,842,559 2,563,426 4,746,880 4,631,227 113113 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 113 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 113 20/03/24 14:25 20/03/24 14:25 PRADA spa Separate Financial Statements Prada S.p.A. Statement of profit or loss for year ended December 31, 2023 (amounts in thousands of Euro) Net revenues Cost of goods sold Gross margin Operating expenses Operating income / (loss) - EBIT Interest and other financial income / (expenses), net Interest expenses on lease liability Dividends from investments Total financial income / (expenses) Income before taxation Taxation Net income for the year twelve months ended December 31 2023 twelve months ended December 31 2022 2,552,341 2,509,323 (819,274) (829,231) 1,733,067 1,680,092 (882,868) (711,350) 850,199 968,742 (60,300) (155,333) (5,853) 24,584 (4,125) 49,594 (41,569) (109,864) 808,630 858,878 (241,890) (287,195) 566,740 571,683 Prada S.p.A. Statement of comprehensive income for the year ended December 31, 2023 (amounts in thousands of Euro) Net income for the year A) Items that may be reclassified subsequently to P&L: Gains / (losses) on cash flow hedging instruments Tax impact Change in Cash Flow Hedge reserve less tax impact B) Items that will not be reclassified subsequently to P&L: Change in Fair Value in equity instruments reserve Tax impact Change in Fair Value in equity instruments reserve less tax impact (Losses) / gains on remeasurement of defined benefit plans Tax impact Change in actuarial reserve less tax impact twelve months ended December 31 2023 twelve months ended December 31 2022 566,740 571,683 (2,621) 20,672 (3,449) 828 (2,621) 27,200 (6,528) 20,672 783 2,662 1,633 1,633 (1,119) 269 (850) 587 - 587 2,730 (655) 2,075 Comprehensive income for the year 564,902 595,017 114114 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 114 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 114 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 Prada S.p.A. Statement of cash flows for the year ended December 31, 2023 (amounts in thousands of Euro) Income before taxation Profit or loss adjustments Depreciation of the right of use assets Depreciation and amortization of property, plant and equipment and intangible assets Impairment of property, plant and equipment and intangible assets Losses / (gains) on disposal of non-current assets Impairment of investments Interest expenses on lease liability Non-monetary financial (income) expenses Other non-monetary (income) expenses Balance sheet changes Trade receivables, net Inventories, net Trade payables Other current assets and liabilities Other non-current assets and liabilities Cash flows from operating activities Interest received / (paid) net, including interest paid of lease liability Taxes paid Net cash flows from operating activities Purchase of property, plant and equipment and intangible assets Cash from real estate sale to related party Investments in subsidiaries and associates Dividends received from investments Net cash flow utilised by investing activities Dividends paid to shareholders Change in short-term bank loans Change in intercompany loans Loans repaid by subsidiaries Repayment of lease liability Loans made to subsidiaries Repayment of short-term portion of long-term borrowings - third parties Net cash flows utilised by financing activities Change in cash and cash equivalents, net of bank overdraft Opening cash and cash equivalents, net of bank overdraft from merged companies Opening cash and cash equivalents, net of bank overdraft Closing cash and cash equivalents, net of bank overdraft twelve months ended December 31 2023 twelve months ended December 31 2022 808,629 858,878 56,647 79,988 1,856 271 56,689 5,853 (37,478) 37,617 213,088 (58,398) 10,028 (58,856) (23,656) 1,092,278 14,925 50,812 76,377 120 256 146,406 4,125 (58,976) 45,875 (254,823) (37,039) (87,755) (2,036) (16,720) 725,500 5,363 (442,958) (183,079) 664,245 547,784 (113,447) - (455,251) 24,584 (544,114) (88,904) 18,000 (32,956) 49,594 (54,266) (281,471) (179,118) 50,000 19,516 31,959 (59,802) (87,369) (90,200) (417,367) - 45,068 23,471 (54,799) (31,983) (172,044) (369,405) (297,236) 124,113 1,380 520,884 225,028 - 396,771 520,884 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 115 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 115 20/03/24 14:25 20/03/24 14:25 115115 PRADA spa Separate Financial StatementsPRADA S.p.A. Statement of changes in equity (amounts in thousands of Euro, except number of shares) s e r a h s f o r e b m u N l a t i p a C e r a h S i m u m e r p e r a h S e v r e s e r e v r e s e r l a g e L s e v r e s e r r e h t O i s g n n r a e d e n a t e R i e v r e s e r e g d e h w o fl h s a C s t n e m t s e v n i e u l a V r i a F s t n e m u r t s n i y t i u q e n i e v r e s e R s e v r e s e r r e h t o l a t o T r o f e m o c n i t e N r a e y e h t y t i u q e l a t o T 2,558,824,000 255,882 410,047 51,176 182,899 974,884 (12,744) (10,992) 1,595,270 310,650 2,161,802 - - - - - - - - - - - - - - - - - - - - - 310,650 - (14,275) - (179,118) - - - - 310,650 (310,650) - - (14,275) - (14,275) - (179,118) - (179,118) - - 20,671 - 20,671 571,683 592,354 - 2,075 - 588 2,663 - 2,663 2,558,824,000 255,882 410,047 51,176 182,899 1,094,216 7,927 (10,404) 1,735,861 571,683 2,563,426 - - - - - - - - - - - - - - - - - - - - - 571,683 - (4,297) - (281,471) - - - - 571,683 (571,683) - - (4,297) - (4,297) - (281,471) - (281,471) - - (2,621) - (2,621) 566,740 564,119 - (850) - 1,633 783 - 783 2,558,824,000 255,882 410,047 51,176 182,899 1,379,281 5,306 (8,771) 2,019,938 566,740 2,842,560 (amounts in thousands of Euro) Balance at December 31, 2021 Allocation of 2021 net income Other movements Dividends Comprehensive income / (loss) for the period (recyclable to P&L) Comprehensive income / (loss) for the period (not recyclable to P&L) Balance at December 31, 2022 Allocation of 2022 net income Other movements Dividends Comprehensive income / (loss) for the period (recyclable to P&L) Comprehensive income / (loss) for the period (not recyclable to P&L) Balance at December 31, 2023 116116 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 116 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 116 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 CHAPTER 9 Notes to the Consolidated Financial Statements PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 117 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 117 20/03/24 14:25 20/03/24 14:25 1. General information Prada S.p.A. (“Prada” or the “Company”), together with its subsidiaries (collectively the “Group” or the “Prada Group”), is listed on the Hong Kong Stock Exchange (HKSE code: 1913). The Prada Group is a leading player in the luxury goods industry, where it operates with the Prada, Miu Miu, Church’s and Car Shoe brands producing and distributing leather goods, footwear and ready-to-wear. It also operates in the food sector with the Marchesi 1824 brand, in the most prestigious sailing races with Luna Rossa and in the eyewear and beauty industries under licensing agreements. The Group owns 26 production facilities (23 in Italy, 1 in the United Kingdom, 1 in France and 1 in Romania) and its products are sold in 70 countries worldwide mainly through its directly operated stores, which numbered 606 as of December 31, 2023. The Prada Group’s products are also sold directly through the brands’ e-commerce activity and indirectly in selected high-end department stores, by independent retailers in very exclusive locations and by important e-tailers. The Company is a joint-stock company with limited liability, registered and domiciled in Italy. Its registered office is at via Fogazzaro 28, Milan. As of December 31, 2023 (the reporting date of these Consolidated Financial Statements), 79.98% of the share capital was owned by Prada Holding S.p.A., a company domiciled in Italy, and the remainder consisted of floating shares listed on the Main Board of the Hong Kong Stock Exchange. The Consolidated Financial Statements were approved and authorized for issue by the Board of Directors of Prada S.p.A. on March 7, 2024. 2. Basis of preparation The Consolidated Financial Statements of the Prada Group as of December 31, 2023, which consist of the “Consolidated Statement of financial position”, the “Consolidated Statement of profit or loss for the year ended December 31, 2023”, the “Consolidated Statement of comprehensive income for the year ended December 31, 2023”, the “Consolidated Statement of cash flows for the year ended December 31, 2023”, the “Consolidated Statement of changes in equity” and the “Notes to the Consolidated Financial Statements”, have been prepared in accordance with the International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”) and endorsed by the European Union. At the date of presentation of these Consolidated Financial Statements, there were no differences between the IFRSs endorsed by the European Union and applicable to the Prada Group and those issued by the IASB. IFRSs also refer to all International Accounting Standards (“IAS”) and all interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), previously called the Standing Interpretations Committee (“SIC”). The Group has prepared the Consolidated Statement of Financial Position presenting separately the current and non- current assets and liabilities. All details needed for accurate and complete disclosure are provided in the Notes to the Consolidated Financial Statements. Consolidated Statement of Profit or Loss items are classified by function of expenses. The Consolidated Statement of Cash Flows has been prepared with the indirect method. The Consolidated Financial Statements are presented in Euro, the functional currency of Prada S.p.A.. The Consolidated Financial Statements have been prepared on a going concern basis. 118118 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 118 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 118 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT20233. New IFRS and amendments to IFRS New standards and amendments to existing standards issued by the IASB, endorsed by the European Union and applicable to the Prada Group from January 1, 2023. New standards and amendments to existing standards Effective Date for Prada Group EU endorsement dates IFRS 17 Insurance contracts January 1, 2023 Endorsed in November 2021 Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates Amendments to IAS 12 Income taxes: deferred tax related to assets and liabili- ties arising from a single transaction Amendments to IFRS 17 Insurance contracts: Initial application of IFRS 17 and IFRS 9 – Comparative information (issued on 9 December 2021) Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules January 1, 2023 Endorsed in March 2022 January 1, 2023 Endorsed in March 2022 January 1, 2023 Endorsed in August 2022 January 1, 2023 Endorsed in September 2022 January 1, 2023 Endorsed in November 2023 The introduction of these amendments did not have any effect on these Consolidated Financial Statements. The Group has applied the temporary exception, introduced in May 2023 by IASB with the “Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules”, regarding the accounting requirements for deferred taxes under IAS 12; therefore, the Group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. During the year, the Prada Group has managed the implementation of the "Pillar II" legislation, aimed at ensuring a global minimum level of taxation (“Global minimum tax”) for multinational enterprise groups that satisfy certain predefined parameters. The implementation of the Global Minimum Tax, provided for in Directive No. 2022/2523 of December 15, 2022 (implementing the OECD/G20 Pillar II proposal), is effective in Italy from January 1, 2024 as per Italian Legislative Decree No. 209 of December 27, 2023. Given the complexity of the system outlined in the above legislation to ensure this minimum level of taxation, for the first three tax periods (for the Prada Group - financial years 2024 to 2026) the possibility of applying a simplified regime has been provided for (so-called “transitional safe harbours”). This simplified regime is primarily based on accounting information already available for each jurisdiction and the application of three tests (De Minimis test, Simplified Effective Tax Rate test and Routine Profits test); passing at least one of these tests allows the disapplication of any additional taxes required to reach the prescribed minimum tax level and the reduction of compliance burdens. Based on the information known or reasonably estimable to date, the Prada Group's exposure arising from the application of Pillar II is evaluated as not material because: (i) most of the Group's entities, assumed at aggregate level in the jurisdictions in which they are located, pass at least one of the three tests referred to above; (ii) with respect to entities that, on the other hand, do not satisfy, at the aggregate level in the jurisdictions in which they are located, any of the three tests mentioned above, it is considered that their profits, and therefore the potential tax exposure arising from the Pillar II framework, do not have a relevant impact on the profits and tax liability of the Group as a whole. The Group, with the support of external consultants, has performed analyses and simulations of the impacts of the new legislation that underlined the above-mentioned conclusions and is setting up the compliance requirements related to the application of Pillar II, which will be implemented by adequate company systems and procedures. In any case, since the Pillar II legislation is not effective as of 31 December 2023, it had no impact on current taxes. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 119 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 119 20/03/24 14:25 20/03/24 14:25 119119 Notes to the Consolidated Financial StatementsAmendments issued by the IASB, endorsed by the European Union but not yet applicable to the Prada Group because they are effective for annual periods beginning on or after January 1, 2024. Amendments to existing standards Effective Date forPrada Group EU endorsement dates Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022) Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current – Deferral of Effective Date - Non-current Liabilities with Covenants January 1, 2024 Endorsed in November 2023 January 1, 2024 Endorsed in December 2023 Amendments issued by the IASB, but not yet endorsed by the European Union as of December 31, 2023. Amendments to existing standards Date of possible application EU endorsement status Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (Issued on 25 May 2023) Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023) January 1, 2024 Not endorsed yet January 1, 2025 Not endorsed yet At the date of the Consolidated Financial Statements, the Directors had not yet completed the analysis necessary to assess the impacts of the new standards and the interpretations not yet applicable to the Prada Group, in terms of both those already endorsed and not yet endorsed by the European Union. 4. Scope of consolidation The consolidated financial information comprises the accounts of Prada S.p.A. and the Italian and foreign companies over which the Company has the right to exercise control either directly or indirectly. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use that power to affect its returns from the investee. The companies in which the Group has more than 50% of the voting rights or that are controlled by the Group in some other way are consolidated using the full consolidation method from the date on which the Group gains control until the date on which that control ceases. Associates, which are consolidated using the equity method, are companies in which the Group has significant influence but does not exercise control. Significant influence is defined as the power to participate in the financial and operating policy decisions of the investee without having control or joint control. The companies included in the Consolidated Financial Statements are listed in Note 42. 5. Basis of consolidation The main consolidation procedures used to prepare the Consolidated Financial Statements are explained below: ― the separate financial statements of Prada S.p.A. and its subsidiaries are prepared in accordance with IFRS and those of its subsidiaries are adjusted, as necessary, to comply with IFRS and with the standards applied throughout the Group. The financial statements used to prepare the consolidated financial information have all the same reporting date; ― the financial statements of subsidiaries are consolidated using the full consolidation method, incorporating the entire amount of the assets, liabilities, revenues and expenses of each company irrespective of the percentage of ownership held, and eliminating the carrying amount of the consolidated equity interests owned directly or indirectly by the Company against the corresponding portion of the related equity; ― for fully consolidated companies that are not wholly owned by the parent company, the portions of equity and annual 120120 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 120 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 120 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023profit or loss belonging to third parties are shown separately as “Net equity attributable to Non-controlling interests” in the Consolidated Statement of Financial Position and “Net income - Non-controlling interests” in the Consolidated Statement of Profit or Loss; ― for business combinations, the difference between the purchase price of the equity interest acquired and the corresponding portion of equity at the acquisition date is allocated, if positive, to the identifiable assets acquired and liabilities assumed measured at their fair value. Any residual amount, if positive, is recognised as goodwill, and if negative is recognised immediately in the Consolidated Statement of Profit or Loss. The difference between the cost of acquisition of an additional controlling interest and the related value of the interest acquired is recognised directly in equity reserves. If the business combination is achieved in stages (a step acquisition), the previous held interest owned in the company acquired is remeasured at fair value at the date on which control is acquired. Differences identified in this manner are recognised in profit or loss. In business combinations under common control, the difference between the purchase price of the equity interest acquired and the corresponding portion of equity is recognised directly in equity. ― the acquisition cost of an equity interest or an activity that does not constitute a business, and which therefore does not originate a business combination, is allocated to the individual assets acquired and liabilities assumed measured at their fair value at the acquisition date; ― the resulting profits, losses, assets and liabilities of associates are accounted for using the equity method. Under such method, the investments in associates are recognised in the Consolidated Statement of Financial Position at cost, subsequently adjusted to reflect post-acquisition changes and any impairment losses. Losses exceeding the Parent Company’s owners’ interest in the associate are not recognised, unless the Group has taken on an obligation to cover such losses. An excess of the cost of acquisition over the Company’s share of the fair value of the assets acquired and liabilities assumed at the acquisition date is accounted for as goodwill. Goodwill is included in the carrying amount of the investment and is tested for impairment. Any eccess between the cost of acquisition and the Company’s share of the fair value of the identifiable assets, liabilities and contingent liabilities at the acquisition date is recognised in the Consolidated Statement of Profit or Loss of the period of acquisition; ― during the consolidation process, all payables, receivables, expenses and revenues deriving from transactions between the consolidated companies are eliminated. Any unrealized profits and losses deriving from transactions between the Group’s consolidated companies and included in the inventory valuation at the reporting date are eliminated. Unrealized losses are eliminated except where the transaction provides evidence of impairment of the asset transferred, in which case the value of the transferred asset is written down; ― dividends distributed by the consolidated companies are eliminated from the Consolidated Statement of Profit or Loss and added to the retained earnings if and to the extent that they were extracted from them; ― the financial statements of subsidiaries are prepared in their respective local currency. Assets and liabilities are translated into Euro using the end-of-period exchange rate, and income and expenses are translated using the average exchange rate of the period. If translation at the average exchange rate does not present the transaction fairly, the exchange rate prevailing at the date of the transaction is used to translate its effect on the Consolidated Statement of Profit or Loss. Differences arising on translating Statement of Financial Position balances at the beginning and at the end of the period, and differences arising on translating Statement of Profit or Loss items at the average exchange rate for the period (or another exchange rate, as mentioned above) and at the end of the period, are recognised in a translation reserve in consolidated equity until the disposal of the investee. The translation reserve includes the accumulated translation differences generated since first-time consolidation (January 1, 2004). In the preparation of the Consolidated Statement of Cash Flows, the cash flows of subsidiaries are translated using the average exchange rate for the period. Exchange differences arising on a monetary item qualified as a net investment in a foreign operation are initially recognised in the translation reserve and subsequently released to profit or loss upon disposal of the investment; ― the reporting currency of the Consolidated Financial Statements is the Euro. All amounts are expressed in thousands of Euro unless stated otherwise. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 121 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 121 20/03/24 14:25 20/03/24 14:25 121121 Notes to the Consolidated Financial Statements6. Material accounting policies Cash and cash equivalents Cash and cash equivalents are recognised at their nominal value. Cash equivalents include all highly liquid investments originally with a short-term maturity. Solely for the purpose of the Statement of Cash Flows, cash and cash equivalents include cash on hand, bank accounts and deposit accounts. Bank overdrafts and the current portions due to banks on medium and long-term loans are recognised in the Statement of Financial Position as short-term financial payables and bank overdrafts. Trade receivables and payables Trade receivables are recognised at their nominal value net of the bad debt provision determined on the basis of the requirements set by IFRS 9. According to this standard, receivables are written off following the application of the “expected loss” impairment method together with, if necessary, further impairments recognised upon specific doubtful conditions on the single credit positions. Trade accounts payable are recognised at fair value and then at amortised cost. Transactions denominated in foreign currency are recognised at the exchange rate as at the date of the transaction. At the reporting date, transactions denominated in foreign currencies are translated using the exchange rate as at the reporting date. Gains and losses arising from the translation are reflected in the profit or loss. Inventories Raw materials, work in progress and finished products are recognised at the lower of the acquisition or production cost and the net realizable value. Cost comprises direct production costs and those indirect that have been incurred in bringing the inventories to their present location and condition. Acquisition or production cost is determined by the weighted average cost method. Provisions, adjusting the value of the inventories, are made for slow moving, obsolete inventories or if, in the end, the estimated selling price or realizable value is reasonably expected to be lower than the cost. Property, plant and equipment Property, plant and equipment are recognised at purchase cost or production cost, including any charges directly attributable. They are shown net of accumulated depreciation calculated on the basis of the useful lives of the assets and net of any impairment losses. Ordinary maintenance expenses are charged in full to the profit or loss for the year they are incurred. Extraordinary maintenance expenses are capitalized if they increase the value or the useful life of the related asset. The costs included under leasehold improvements relate to refurbishment works carried out on premises, mainly commercial, not owned by the Group. Depreciation methods, useful lives and net book values are reviewed annually. The depreciation rates representing the useful lives are listed below: Category of property, plant and equipment Depreciation rate or period Land Buildings and construction Production facilities and equipment Improvements to leased retail premises Improvements to leased industrial and corporate premises Furniture and fixture - retail Furniture and fixture - corporate and industrial Other tangible fixed assets Assets under construction not depreciated 2.5% - 10% 4% - 25% Shorter of lease term (*) and useful life Shorter of lease term (*) and useful life Shorter of lease term (*) and useful life 7% - 20% 4% - 50% 0% (*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain When assets are sold or disposed of, their cost and accumulated depreciation are eliminated from the financial statements and any gains or losses are recognised in the profit or loss. 122122 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 122 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 122 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023If the term of a lease agreement is terminated in advance, the useful life of non current assets related to such premise is adjusted consistently. The value of land is stated separately from the value of buildings. Depreciation is only charged on the value of buildings. Property, plant and equipment are subsequently carried at cost less accumulated amortisation and impairment losses as described in the paragraph “Impairment test” in the current section. An owned investment property is recognised at acquisition cost. The cost of a purchased investment property comprises its purchase price and any directly attributable expenditure which includes, for example, professional fees for legal services, property transfer taxes and other transaction costs. After initial recognition, investment property is measured using the cost model. Intangible assets Only identifiable assets, controlled by the Group and capable of producing future economic benefits, are included in intangible assets. Intangible assets include trademarks, licenses, store lease acquisition costs, software, development costs and goodwill. Trademarks are recognised at cost or at the value attributed upon acquisition and include the cost of trademark registration in the various countries in which the Group operates. The Directors estimate a useful life of between 20 and 40 years for trademarks, assuming there are no risks or limitations on control over their use. Every trademark is tested for impairment whenever indicators of impairment emerge. The useful life of trademark registration costs is estimated to be 10 years. The caption trademark also includes other intellectual property rights which useful life is determinated in accordance with the relevant contracts. Store lease acquisition costs (or key money) represent expenditures incurred to enter into or take over retail store lease agreements. When the lease contracts fall under the application of IFRS 16 Leases, the store lease acquisition is included within the initial direct costs that contribute to the formation of the right of use assets. Otherwise, the store lease acquisition is an intangible assets. Intangible assets with a definite useful life are subsequently carried at cost less impairment losses and are amortized on a straight-line basis at the following rates: Category of intangible assets Trademarks and other intellectual property rights Store lease acquisition costs Software Development costs and other intangible assets Assets in progress Amortization rate or period 2.5% - 25% Shorter of lease term (*) and useful life 10% - 33% 10% - 33% 0% (*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain Intangible assets with indefinite useful lives are not amortized, but they are tested for impairment at least once per year. The Group does not report intangible assets with indefinite useful lives other than goodwill, an asset that produces future economic benefits, but which is not individually identified and separately measured, and is initially recognised at cost. Goodwill is not amortized but tested for impairment every year to check if its value has been impaired. If specific events or altered circumstances indicate the possibility that goodwill has been impaired, the impairment test is performed more frequently. For impairment test details, please refer to paragraph “Impairment test” in the current section. Impairment test Intangible assets with indefinite useful lives are tested for impairment at least once per year. Goodwill acquired in a business combination shall be, from the acquisition date, allocated to each of the acquirer’s cash generating units (“CGU”) or group of CGUs that are expected to benefit from the synergies of the combination. CGUs and group of CGUs are determined based on the organisational structure of the Group and represent groups of assets that generate independent cash inflows from continuing use of the relevant assets. The group of CGUs to which goodwill has been allocated are tested for impairment annually and, whenever there is an indication of impairment, the carrying value of the cash generating unit is compared with their recoverable amount. If changes in the composition of one or more cash-generating units to which goodwill has been allocated occur, the 123123 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 123 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 123 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statementsgoodwill is reallocated to the units affected. The carrying amount of CGUs tested for impairment for consolidation purposes is represented by the net invested capital, which means the net equity adjusted by the net financial position including the lease liability. Recoverable amount is the higher of fair value less costs to sell and value in use, as calculated based on an estimate of the future cash flows expected to derive from the cash generating unit tested for impairment. Estimated cash flow is based on budget, forecast and on long-term projections approved by the management. A long-term growth rate is calculated and applied to project future cash flows. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate post-tax that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognised in the profit or loss for the period whenever the recoverable amount of the cash generating unit or group of cash generating units is lower than its book value. An impairment loss recognised for goodwill is never reversed in subsequent years. Property, plant and equipment, right of use assets and intangible assets (other than goodwill) are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the top management. Due to the internal organisational change occurred in 2023, the Group revisited the operating segments. The only reportable segment identified, as in previous years, corresponds to the entire Prada Group. Further details can be found in Note 8 “Operating segments”. Right of use assets and lease liability Right of use assets and lease liabilities are regulated by IFRS 16 Leases which apply to all lease contracts that provide for the payment of fixed rents, including those indexed and those that set a guaranteed minimum. The Group recognise the right of use assets and the lease liability at the commencement date of the lease and based on the lease term. The identification of a lease term is very important, especially in the field of real estate, because the form, legislation and common business practice can vary considerably from one jurisdiction to another. The Group determines the lease term as the non-cancellable period of a lease, together with the periods covered by an option to extend or to terminate the lease under the control of the Company. The management evaluates the exercise of the option if it’s considered “reasonably certain” based on several factors and circumstances that create an incentive for the lessee to exercise, or not to exercise the option, including any expected changes in facts and circumstances from the commencement date until the exercise date of the option. The lease term begins on the ‘commencement date’ of the lease. This is defined as the date on which the lessor makes an underlying asset available for use by a lessee. It is the date on which the lessee initially recognises and measures right of use assets and lease liabilities. The commencement date is not necessarily the date on which the depreciation of the right of use assets starts. For retail premises, the asset leased is ready for use when works on premises are completed and, therefore, the depreciation of the right of use assets shall begin after the completion of works necessary to bring a store to its working condition according to the management instructions (consistently with the IAS 16 requirements). The right of use assets are measured at cost, identified as the initial measurement of the lease liability, increased by any initial direct costs incurred by the lessee (key money, legal fees, agent fees or other incremental costs incurred to conclude the contract) or by any restoration cost necessary to bring back the premises to its original condition. The 124124 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 124 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 124 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023right of use assets are depreciated over the lease term or, if shorter, the useful life of the asset. The lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using an incremental borrowing rate calculated at Group level. The profit or loss caption “interest expenses IFRS 16” represents the adjustment to the present value of the lease liability. Since most leases stipulated by the Group do not have an interest rate implicit in the lease, the discount rate applicable to future lease payments is determined as the risk-free rate of each contract currency in which the leases are stipulated, with payment dates based on the terms of the specific lease, increased by the parent company’s credit spread. A lease modification occurs when there is a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease (for example, adding or terminating the right to use one or more underlying assets, or extending or shortening the contractual lease term). The effective date of the modification is defined as “the date when both parties agree to a lease modification”. When this occurs, the right of use assets and the lease liability are updated accordingly. If a lease is terminated before the original lease term date defined at the commencement date, both the right of use assets and the lease liability are remeasured, impacting also the profit or loss statement. In addition, the options for the extension and early termination of the lease agreements are re-evaluated when a significant event or a change occurs in the circumstances that are under the control of the Group and this will influence the assessment of the reasonable certainty of the exercise options. Low value contracts (when the price of the asset, new and recognised on a single-component basis approach, is less than Euro 5,000) and leases whose lease term is shorter than 12 months are not in the scope of IFRS 16 Leases, so they are recognised through profit or loss on a straight-line basis over the lease term. Purely variable rents, typically linked to sales without a guaranteed minimum, are also excluded from the scope of application of such standard and are recognized in the statement of profit and loss in the period in which the condition that triggers those payments occurs. A lessee is expected to make judgement about whether other changes are substantive based on its understanding of those changes and based on how they were historically managed by the Group. As a result, in the Group’s view, a modification of the contract such as a renewal or an extension of the lease term is to be considered substantive only when it is not consistent with the usual practices applied by the Group and in the industry as a whole. The right of use assets are subsequently measured at cost less accumulated depreciation and impairment losses as described in the paragraph “Impairment test” in the current section. Investments in equity instruments, associates and joint ventures The initial recognition of investments in equity instruments (previously “available for sale”) is at purchase cost, increased by any directly attributable transaction costs. The Group evaluates these instruments at fair value and the related changes are recognised in a specific equity reserve. This change (Fair Value through Other Comprehensive Income) is also included in the statement of comprehensive income as “items not recyclable to profit or loss”, therefore only dividends received will be recorded in the statement of profit or loss of the Group. IFRS 9 also provides for an alternative treatment that allows the recognition of fair value changes directly to profit or loss (Fair Value Through Profit or Loss). The choice of this accounting treatment (FVTPL or FVOCI) has to be done for each investment and has to be considered irrevocable once adopted. Any exceptions to the initial recognition will be reported in the Notes to the Consolidated financial statements. In the case of securities listed on active markets, the fair value is the price recorded at the end of the trading day of the period under review. For investments for which there is no an active market, the fair value is determined based on the price of recent transactions between independent parts of substantially similar instruments, or by using other valuation techniques such as, for example, income assessments or based on flow analysis discounted financial figures. Associated undertakings (“associates”) are recognised in the Consolidated Financial Statement using the equity method. Associates are companies in which the Group has significant influence but does not exercise control. Significant influence is defined as the power to participate in the financial and operating policy decisions of the investee without having control or joint control. Deferred tax assets Deferred tax assets are amounts of income taxes recoverable in future periods in relation to deductible temporary differences or carryforward of unused tax losses. Deductible temporary differences are differences between the carrying amount of an asset or liability in the statement of financial position and its tax value which, in determining taxable income for future years, will result in deductible 125125 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 125 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 125 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statementsamounts when the carrying amount of the asset or liability is realized or settled. Deferred tax assets are recognised for all deductible temporary differences, tax losses carried-forward and unused tax credits only to the extent that is probable that taxable income will be available in future years against which the deductible temporary differences can be used. Recoverability is reviewed at every year end. Deferred tax assets are measured at the tax rates which are expected to apply to the period when the asset is realized based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets are not discounted. Deferred tax assets are recognised through the profit or loss unless the tax amount is generated from a transaction or an event directly recognised in equity or from a business combination. Derivative financial instruments Derivative financial instruments that hedge interest rate risk and exchange rate risk exposure are recognised at the fair value based on hedge accounting rules. According to these rules, within the framework of IFRS 9, future cash flow hedging contracts such as those listed above are qualified as cash flow hedges. Hedge accounting treatment is allowed if derivative financial instruments are designated as a hedge of the exposure to changes in future cash flows of a recognised asset or liability or a highly probable transaction which could affect profit or loss. In this case, the change in fair value of the hedging instrument is recognised in shareholders’ equity. Accumulated gains or losses are reversed from shareholders’ equity and recognised in the profit or loss for the period in which the profit or loss effect of the hedged operation is recognised. Any gain or loss on a hedging instrument (or portion thereof) which is no longer effective as a cash flow hedge is immediately recognised in the profit or loss. If the hedged transaction is no longer expected to take place, any related cumulative gain or loss outstanding in equity will be recognised in the profit or loss. Non-current financial liabilities Non-current financial liabilities include payables to banks for medium and long-term loans. Non-current financial liabilities are initially recognised at fair value on the transaction date less transaction costs which are directly attributable to the acquisition. After initial recognition, non-current financial liabilities are valued at amortised cost, which means at the initial amount less principal repayments already made, plus or minus the amortisation (using the effective interest method) of any difference between that initial amount and the maturity amount. Employee benefits Defined benefit plans are recognised using actuarial techniques to estimate the amount of the obligations resulting from employee service in the current and past periods and discounting it to determine the present value of the Group’s obligations. The present value of the obligations is determined by an independent actuary using the Projected Unit Credit Method. Actuarial gains and losses are recognised directly in equity, net of the tax effect. Other long-term employee benefits are recognised among non-current liabilities and their value corresponds to the present value of the defined benefit obligation at the reporting date, adjusted according to the period of the underlying agreement. The recognition of these benefits is usually subject to the attainment of specific earnings by the Group, and their payment, deferred over time to keep the beneficiaries in the organisation, is remeasured using indices relating to the Group’s profitability or market value. Like defined benefit plans, other long-term benefits are also valued using the Projected Unit Credit Method. Unlike defined benefits plans, the actuarial gains and losses of other long-term benefits are recognised through profit or loss rather than through net equity. Long-term employee benefits in the form of share-based payments (“phantom shares”) are cash-settled and fall within the scope of IFRS 2. These benefits are measured at fair value, the estimation of which follows a risk neutral approach. In the model, the risk free rate curve is deducted from the Euro area rates at the valuation date; in addition, the expected dividend rate of the underlying was taken into account. Until the liability is settled, the fair value is restated at the date of each year and at the settlement date. Changes in fair value are recognised through profit or loss. Provisions for risks and charges and contingent assets The Prada Group is mainly involved in civil and tax disputes and the related provisions for risks and charges are booked in the financial statements both on the basis of historical experience and on the basis of assumptions concerning future events that are difficult to predict as also depending on factors that are not under the full control of the Group. Therefore it is possible that after the reporting period, departures between the estimates made and the actual results materialise so that it might be necessary to make adjustments to the values of the liabilities recognised. 126126 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 126 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 126 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Application of exemptions to some or all of the disclosures required by IAS 37 are applied when these could prejudice seriously the position the Group in a dispute with other parties on the on the subject matter of the provision, contingent liability or contingent asset. Deferred tax liabilities Deferred tax liabilities are amounts of income taxes due in future periods in respect of taxable temporary differences. Taxable temporary differences are differences between the carrying amount of an asset or liability in the statement of financial position and its tax base which, in determining the taxable income for future years, will result in taxable amounts when the carrying amount of the asset or liability is recovered or settled. Deferred tax liabilities are recognised for all taxable timing differences except when liability is generated by the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction other than a business combination that does not affect the accounting result or the tax result at the transaction date. Deferred tax liabilities are measured at the tax rates which are expected to apply to the period when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax liabilities are not discounted. Deferred tax liabilities are recognised through the profit or loss unless the tax amount is generated from a transaction or an event directly recognised in equity or from a business combination. Accounting in hyperinflationary economies Non-monetary assets and liabilities and gains and losses of entities whose functional currency is the currency of a hyperinflationary economy are restated to reflect the changes in the general pricing power of their functional currency, in accordance with IAS 29, by applying the change in the general price index between the date those items were acquired or incurred and the end of the reporting period. Therefore, for non-monetary items recognised at their historical cost, the opening Statement of Financial Position is restated to reflect the effect of inflation from the date on which the assets were acquired and the liabilities were incurred or assumed to the date of the previous year closing Statement of Financial Position. This effect is recognised in equity. Afterward, all the corresponding restated data in the subsequent financial statements and the Statement of Profit or Loss items are restated by applying the change in the general price index for the current reporting period, thereby generating a gain or loss, charged to the income statement in a specific item called “net monetary position gain or loss”. Moreover, IAS 21 states that the financial statements of a subsidiary whose functional currency is the currency of a hyperinflationary economy must be translated into a different presentation currency, i.e., all the amounts (assets, liabilities, items of equity, income and expenses) must be translated at the closing rate of the reporting period, except for comparative amounts that are translated into a currency of a non-hyperinflationary economy. Since June 30, 2022, the Turkish economy has been considered hyperinflationary according to the definition and criteria set out in “IAS 29 - Financial Reporting in Hyperinflationary Economies” as inflation in Turkey has risen exponentially, with a cumulative inflation rate over three years that exceeds 100%. Three-year cumulative CPI* 54.2% 74.4% 136.4% 156.2% 268.3% Dec. 31, 2020 Dec. 31, 2021 June 30, 2022 Dec. 31, 2022 Dec. 31, 2023 (*) source: Turkish Statistical Institute Revenue recognition and cost recognition Revenues from the sale of goods are recognised in the profit or loss when all of the following criteria have been satisfied: ― identification of the contract (in writing, orally or in accordance with other customary business practices) with a customer; ― identification of the performance obligations in the contract; ― determination of the transaction selling price for each performance obligations; ― the amount of revenue (transaction selling price) can be measured reliably; ― the significant risks and rewards of ownership are transferred to the buyer; ― all control over the goods sold has ceased; ― the economic benefits generated by the transaction will probably be enjoyed by the Group; 127127 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 127 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 127 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements ― the costs pertaining to the transaction can be reliably measured; ― each performance obligation has been satisfied. Royalties are accounted for based on sales made by the licensees and the terms of the contracts. Costs are recognised on an accrual basis. In particular, a cost is immediately recognised in the profit or loss when: ― an expense does not generate any future economic benefit; ― the future economic benefits do not qualify or cease to qualify as assets for recognition in the statement of financial position; ― a liability is incurred and no asset has been recognised. Pre-opening rents Costs incurred during the pre-opening period of new or refurbished retail stores are charged to the profit or loss when incurred, except for the suspension of the depreciation of the right of use assets. Interest expenses Interest expenses might include interest on bank overdrafts, on short and long term loans, financial charges related to the adjustments of the present value of the lease liability, amortization of initial costs of loan operations, changes in the fair value of derivatives – insofar as chargeable to the profit or loss –, annual interest maturing on the present value of post-employment benefits and interests on late payments. Taxation The provision for taxation is determined based on a realistic estimate of the tax charge of each consolidated entity, in accordance with the tax rates (and tax laws) that have been enacted or substantially enacted in each country at the reporting date. Current taxes are recognised in the profit or loss as an expense, except for taxes deriving from transactions or events directly recognised through shareholders’ equity which are directly charged to equity. Earnings or losses per share Earnings or losses per share are calculated by dividing the net result attributable to the parent company by the weighted average number of ordinary shares in issue. Changes of accounting policies, errors and changes of estimates The accounting policies adopted change from one year to the next only if the change is required by an accounting standard or if it helps provide more reliable and meaningful information on the impact of operations on the entity’s statement of financial position, profit or loss or cash flows. Changes of accounting policy are accounted for retroactively with the effect allocated to the opening equity of the earliest of the periods presented. The other comparative amounts reported for each prior period are also adjusted as if the new policy had been applied from the outset. A prospective approach is adopted only when it would be impracticable to restate the comparative information. The application of a new or amended accounting standard is accounted for as requested by the standard itself. If the standard does not regulate the transition method, the change is accounted for on a retroactive basis or, if impracticable, on a prospective basis. Material errors are treated on the same basis as changes of accounting policy as described above. Non-material errors are corrected through the profit or loss in the period in which the error was identified. Changes of accounting estimates are accounted for prospectively in the profit or loss for the year in which the change is made if it only affects the profit or loss for that year, or in the profit or loss for the year in which the change is made and in subsequent periods if they are also affected by the change. Use of estimates In accordance with IFRS, preparation of these consolidated financial statements requires the use of estimates and assumptions when determining certain types of assets, liabilities, revenues and costs and when assessing contingent assets and liabilities. These assumptions refer, first of all, to operations and events not settled at the end of the period. Therefore, upon 128128 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 128 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 128 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023payment, the actual outcome may differ from the estimated amounts. Estimates and assumptions are reviewed periodically and the effects of each change are immediately recognised in the profit or loss. Significant estimates are used mainly for impairment tests, when determining the provisions for risks and bad debts, the inventory obsolescence provision, the post-employment benefits, the tax computation, the measurement of derivatives, the lease term of contracts with renewal or early termination options (in accordance with IFRS 16) and the useful life of property, plant and equipment and intangible assets. Impact of climate change-related matters on financial statements The Group has defined a climate strategy with the objective of reducing greenhouse gases (GHG) emissions, positively contributing to the global goal of fighting climate change. The strategy, which is integrated into Group’s business model and operations, includes medium-term carbon reduction targets related to direct GHG emissions (scope 1), indirect GHG energy emissions (scope 2), and other indirect GHG emissions from sources not owned or controlled by the Company itself (scope 3). The main action on going to reach the targets for scope 1 and scope 2 are the following: ― electrification of industrial sites heating/cooling systems; ― switch to a green company car fleet; ― increase in self-produced energy from owned photovoltaic systems; ― investment in renewable energy procurement, including the participation, within the Fashion Pact coalition, to launch a Collective Virtual Power Purchase Agreement (CVPPA) in the European region, which will start in the next few years; ― increase of LEED Gold or Platinum certifications. The above actions have had and will have an impact on the Group's Consolidated Financial Statements in terms of new investments and recurring operations (e.g. purchase of certified carbon credits and GOs certificates, purchase of certified raw materials, purchase of sustainable logistics and procurement services). Management has also assessed the impact of climate change and the measures taken to comply with the climate strategy on the criteria for the preparation of the Consolidated Financial Statements, with particular reference to the estimates and assumptions as defined in the section “Use of Estimates”. In addition, to align the performance of the Group’s key personnel with the interests of the stakeholders and to reinforce the Group’s commitment to ESG issues, the Group has established a long-term variable incentive plan that includes financial indicators and the achievement of specified sustainability objectives. Fulfillment of these criteria was taken into account in the evaluation of the long-term incentive plans. At this stage, management has assessed that the impact on the Group's financial statements is not material as it has not identified any specific asset or liability items that are subject to estimation processes at the reporting date that could be significantly affected by climate change issues. Impact of the outbreak of war in Ukraine on financial statements The effects of the ongoing conflict have been considered in the preparation of the financial statements as of December 31, 2023. The only notable impact is related to the impairment of assets held in Russia. The management will continue to closely monitor the evolution of the business and legal scenario to ensure the correct valuation of the assets recognised in the consolidated financial statements of the Group and to abide by the law and regulations being imposed. 7. Mergers and acquisitions As a result of the internal reorganisation process of the Church's brand, business transactions were completed in 2023, resulting in the liquidation or merger in other Group companies of the following companies: Church’s English Shoes Switzerland Sa, Church Ireland Retail Ltd, Church Singapore Pte Ltd, Church Austria Gmbh, Church Denmark Aps, Church Japan Company Ltd, Church English Shoes Sa, Church Netherlands Bv, Church France Sas, Church Korea Llc, Church Italia S.r.l. and Church Footwear Ab. On January 24, 2023, COR 36 S.r.l. was liquidated. On May 26, 2023, Caffè Principe S.r.l. was merged into Marchesi 1824 S.r.l. in order to increase the synergies within 129129 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 129 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 129 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statementsthe Group in the food and beverage sector. On June 15, 2023, Pelletteria Figline S.r.l. was merged into Figline S.r.l. and on October 30, 2023 Pelletteria Ennepì S.r.l. was merged in Prada S.p.A. in order to rationalise the manufacturing activities of the Group. On September 1, 2023, Luna Rossa Challenge S.r.l. established the company Luna Rossa Challenge 2024 Sl in order to follow the operation for the next America’s Cup 2024 in Barcelona (Spain). On September 5, 2023, Prada Group and Ermenegildo Zegna Group signed an agreement for the acquisition of a minority stake in Luigi Fedeli e Figlio S.r.l., an Italian knitwear company located in Monza (near Milan), in order to assure continuity, preserve know-how, and continue to create value for ‘Made in Italy’ in the name of craftsmanship and innovation. Prada Group and Ermenegildo Zegna Group each acquired a 15% stake. On October 10, 2023, Prada S.p.A. and Store Specialist Inc. have signed a joint-venture agreement with the establishment of the new company Prada Philippines Inc with the aim of developing the commercial activities in the Philippines. In the new company, Prada S.p.A. owns 60% of the share capital. 8. Operating segments Following the organisational changes undertaken with the announcement, among others, of the appointment of a new Prada Group CEO as of January 2023 and a new Prada CEO as of December 2022, and considering the increasing verticalisation of the brands' organisation, the Group has redefined its segment reporting. The Group has maintained a matrix-based organisational structure as in previous years, but focus on brand performance has been increasing, and resources are increasingly allocated based on assessments at brand level. The reporting system of the Group has been updated accordingly to provide the top management with periodic brands’ reports, to support the new organisational model described above. Based on the new structure, since the end of 2023 the operating segments identified by management, as defined by IFRS 8 "an operating segment is defined as a business division whose operating results are regularly reviewed by top management in order to adopt decisions to allocate appropriate resources to the segment and assess its performance", correspond to each owned brand. For financial statements presentation all operating segments identified have been aggregated into a single reportable segment which corresponds to the entire Prada Group and concluded that, in doing so, the aggregation is still consistent with the core principles of IFRS 8. It should be noted that the two main brands, Prada and Miu Miu, have similar economic and business profile and they represent together 99% of the Group’s revenue. The other brands, which represent the remaining 1% of the Group’s revenue, have been considered as not material. The main economic indicators assessed to determine that the operating segments Prada and Miu Miu have similar economic characteristics are: ― long-term financial performance (in particular, average gross margin) ― currency, competitive, operating and financial risks. Moreover, Prada and Miu Miu present products of similar nature, similar production processes and customers and the same distribution channels. Therefore, as of December 31, 2023 it has been identified only one reportable segment as occurred in 2022 and previous years. Accordingly, the corresponding information for 2022 should not be restated. 130130 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 130 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 130 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Net sales Detailed information on the net sales by distribution channel and brand are provided below and in the Financial Review together with the related comments. (amounts in thousands of Euro) Net revenues twelve months ended December 31 2023 twelve months ended December 31 2022 % change current exc. rates % change constant exc. rates (*) Retail net sales (Directly Operated Stores and e-commerce) 4,189,676 88.6% 3,736,971 Wholesale net sales (independent customers and franchisees) Royalties Total net revenues Retail net sales by brand Prada Miu Miu Church's Other Total retail net sales Retail net sales by geographic area Asia Pacific Europe Americas Japan Middle East 433,206 103,529 9.2% 2.2% 387,621 76,082 4,726,411 100% 4,200,674 3,488,276 83.3% 3,252,025 648,936 15.5% 431,768 28,555 23,909 0.7% 0.6% 33,120 20,058 4,189,676 100% 3,736,971 1,446,146 1,312,023 767,365 483,838 180,304 34.5% 1,231,659 31.3% 18.3% 11.5% 4.3% 1,187,466 781,825 368,739 167,282 Total retail net sales 4,189,676 100% 3,736,971 Retail net sales by product category Leather goods Ready-to-wear Footwear Other Total retail net sales 1,910,061 1,350,243 777,099 152,273 45.6% 1,851,737 32.2% 1,085,660 18.5% 3.6% 690,707 108,867 4,189,676 100% 3,736,971 (*) calculated excluding the effect of the hyperinflation in Turkey 89.0% 9.2% 1.8% 100% 87.0% 11.6% 0.9% 0.5% 100% 33.0% 31.8% 20.9% 9.9% 4.4% 100% 49.6% 29.1% 18.5% 2.9% 100% 12.1% 11.8% 36.1% 12.5% 17.2% 13.0% 36.1% 17.2% 7.3% 50.3% 12.1% 58.2% -13.8% -12.7% 19.2% 12.1% 19.4% 17.2% 17.4% 10.5% -1.8% 31.2% 7.8% 12.1% 3.1% 24.4% 12.5% 39.9% 12.1% 24.0% 14.0% 0.3% 43.8% 10.5% 17.2% 7.7% 30.6% 17.5% 44.4% 17.2% Geographic information The following table reports the carrying amount of the Group’s non-current assets by geographic area, as required by IFRS 8, “Operating Segments”, for entities, like the Prada Group, that have a single reportable segment: (amounts in thousands of Euro) Europe Americas Asia Pacific Japan Middle East and Africa Total December 31 2023 December 31 2022 3,135,326 3,008,806 900,086 623,716 276,239 137,437 628,828 504,942 349,099 81,617 5,072,804 4,573,292 The total amount of Euro 5,073 million (Euro 4,573 million at December 31, 2022) refers to the Group’s non-current assets excluding, as per IFRS 8, those relating to derivatives, deferred tax assets and the pension fund surplus. 131131 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 131 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 131 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial StatementsConsolidated Statement of Financial Position 9. Cash and cash equivalents The cash and cash equivalents are detailed as follows: (amounts in thousands of Euro) Cash on hand and other cash equivalents Bank deposit accounts Bank current accounts Total December 31 2023 December 31 2022 67,030 377,376 245,113 53,804 781,358 256,460 689,519 1,091,622 At December 31, 2023, the bank accounts and deposits accruing interest income had yields in the range of 0% and 5.95% annually (0% and 5.34% at December 31, 2022). These ranges do not include the bank accounts and deposits in Turkish lira, which have had very high yields due to high inflation and were not relevant. For the bank deposits, interest income had average yield of 3.94%. 10. Trade receivables, net The trade receivables, net are detailed below: (amounts in thousands of Euro) Trade receivables – third parties Allowance for bad and doubtful debts Trade receivables – related parties Total The change in the allowance for bad and doubtful debts is set forth below: (amounts in thousands of Euro) Opening balance Exchange differences Increases Reversals Utilization Closing balance 132132 December 31 2023 December 31 2022 414,621 (11,341) 1,871 342,110 (11,595) 1,400 405,151 331,915 December 31 2023 December 31 2022 11,595 10,990 (244) 2,979 (173) (2,816) 90 741 (136) (90) 11,341 11,595 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 132 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 132 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 11. Inventories, net The inventories, net can be broken down as follows: (amounts in thousands of Euro) Raw materials Work in progress Finished products Return assets Allowance for obsolete and slow-moving inventories Total December 31 2023 December 31 2022 115,531 38,580 726,295 12,942 (110,370) 108,450 30,109 699,849 10,493 (88,444) 782,978 760,457 The stock increase was largely attributable to the need to support sales growth. In 2023, the inventory allowance was increased, net of the utilisations and reversal, by Euro 21.9 million with allocations for slow-moving products and raw materials. The changes in the allowance for obsolete and slow-moving inventories in 2023 are as follows: (amounts in thousands of Euro) Raw materials Finished products Total allowance for obsolete and slow-moving inventories Opening balance Exchange differences Increases Utilisation Reversal Closing balance 32,222 56,222 - 9,441 - - (185) 12,801 (97) (34) 88,444 (185) 22,242 (97) (34) 41,663 68,707 110,370 The changes in the allowance for obsolete and slow-moving inventories in 2022 were as follows: (amounts in thousands of Euro) Raw materials Finished products Total allowance for obsolete and slow-moving inventories Opening balance Exchange differences Increases Utilisation Reversal Closing balance 30,735 29,179 (3) 1,588 (98) - 135 28,449 (896) (645) 32,222 56,222 59,914 132 30,037 (994) (645) 88,444 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 133 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 133 20/03/24 14:25 20/03/24 14:25 133133 Notes to the Consolidated Financial Statements12. Derivative financial instruments: assets and liabilities Derivative financial instruments: assets and liabilities, current and non-current portions: (amounts in thousands of Euro) Financial assets regarding derivative instruments - current Financial assets regarding derivative instruments - non-current Total financial assets - derivative financial instruments Financial liabilities regarding derivative instruments – current Total financial liabilities - derivative financial instruments Net carrying amount – current and non-current portion December 31 2023 December 31 2022 17,550 890 22,483 5,812 18,440 28,295 (7,543) (11,565) (7,543) (11,565) 10,897 16,730 The net carrying amount of derivatives, considering both the current and non-current portions, has the following composition: (amounts in thousands of Euro) December 31 2023 December 31 2022 IFRS7 Category Forward contracts Options Interest rate swaps Positive fair value Forward contracts Options Negative fair value Net carrying amount – current and non-current 11,187 2,423 4,830 12,673 6,361 9,261 Level II Level II Level II 18,440 28,295 (7,474) (69) (10,425) (1,140) Level II Level II (7,543) (11,565) 10,897 16,730 All the above derivative instruments are classified as Level II in the fair value hierarchy. The Group has not entered into any derivative contracts that could be qualified as Level I or III. The fair values of derivatives arranged to hedge interest rate risks (interest rate swaps or “IRS”) and of derivatives arranged to hedge foreign exchange risks (forward contracts and options) were determined by using one of the most widely used valuation platforms on the financial market and are based on the interest rate curves and on spot and forward exchange rates at the reporting date. The Group entered into the derivative contracts in the course of its risk management activities in order to hedge financial risks stemming from exchange rate and interest rate fluctuations. In addition, the Group mitigated the interest rate risk balancing exposures of floating-rate debt with floating-rate liquidity investments. Foreign exchange rate transactions The cash flows of the Group are exposed to exchange rate volatility because it operates on an international scale. In order to hedge this risk, the Group enters into options and forward sale and purchase agreements, so as to protect the value of identified cash flows in Euro (or in other currencies used locally). The expected future cash flows mainly regard the collection of intercompany trade receivables, the settlement of intercompany trade payables and financial cash flows. The notional amounts of the derivative contracts (translated at the December 31, 2023 exchange rates reported in Note 38) designated as foreign exchange risk hedges are as stated below. 134134 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 134 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 134 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 Contracts in effect at December 31, 2023 to hedge projected future trade cash flows: (amounts in thousands of Euro) Currency US Dollar Chinese Renminbi Korean Won Japanese Yen GB Pound Canadian Dollar Taiwan Dollar Hong Kong Dollar Swiss Franc Malaysia Ringgit Other currencies Total Options Forward sale contracts December 31 2023 55,204 57,318 54,406 - - 7,035 - 8,457 - - 4,798 238,914 173,229 115,788 118,339 77,096 17,620 22,811 29,312 18,143 11,620 80,766 294,118 230,547 170,194 118,339 77,096 24,655 22,811 37,769 18,143 11,620 85,564 187,218 903,638 1,090,856 Contracts in effect at December 31, 2023 to hedge projected future financial cash flows: (amounts in thousands of Euro) Currency US Dollar GB Pound Swiss Franc Korean Won Taiwan Dollar Malaysia Ringgit Other currencies Total Forward sale contracts December 31 2023 43,514 35,671 33,153 20,925 8,876 3,939 26,329 43,514 35,671 33,153 20,925 8,876 3,939 26,329 172,407 172,407 Contracts in effect at December 31, 2022 to hedge projected future trade cash flows: (amounts in thousands of Euro) Currency US Dollar Chinese Renminbi Korean Won Japanese Yen GB Pound Canadian Dollar Taiwan Dollar Swiss Franc Hong Kong Dollar Malaysia Ringgit Other currencies Total Options Forward sale contracts December 31 2022 87,193 65,233 74,400 17,062 - 9,972 - - 5,531 - 6,644 211,888 152,891 77,376 88,156 71,031 18,283 23,712 20,209 10,401 12,877 96,783 299,081 218,124 151,776 105,218 71,031 28,255 23,712 20,209 15,932 12,877 103,427 266,035 783,607 1,049,642 Contracts in effect at December 31, 2022 to hedge projected future financial cash flows: 135135 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 135 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 135 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements (amounts in thousands of Euro) Currency GB Pound Swiss Franc US Dollar Malaysia Ringgit Other currencies Total Forward sale contracts December 31 2022 75,541 31,177 30,658 5,321 17,913 75,541 31,177 30,658 5,321 17,913 160,610 160,610 All contracts in place at December 31, 2023 have a maturity shorter than twelve months. All contracts in place at the reporting date were entered into with major financial institutions, and no counterparties are expected to default. A liquidity analysis of the derivative contracts maturities is provided in the financial risks section of these Notes. Interest rate transactions The Group enters into interest rate swaps (“IRS”) in order to hedge the risk of interest rate fluctuations on bank loans. The key features of the IRS agreements in place as at December 31, 2023 and December 31, 2022 are summarized below: Interest Rate Swap (IRS) Agreement Hedged loan Contract Currency Notional amount Interest rate Maturity date Fair value as of Dec. 31 2023 Currency Type of debt Amount Expiry IRS IRS IRS IRS Euro/000 Euro/000 Euro/000 GBP/000 23,833 100,000 52,200 39,300 1.46% 1.33% 2.65% 2.78% May-2030 Apr-2025 Feb-2026 Jan-2029 Total fair value (amounts in thousands of Euro) 875 2,332 190 1,433 4,830 EUR EUR EUR GBP Term Loan 23,833 May-2030 Term Loan 100,000 Apr-2025 Term Loan Term Loan 52,200 Feb-2026 39,300 Jan-2029 Interest Rate Swap (IRS) Agreement Hedged loan Contract Currency Notional amount Interest rate Maturity date Fair value as of Dec. 31 2022 Currency Type of debt Amount Expiry IRS IRS IRS IRS Euro/000 Euro/000 Euro/000 GBP/000 27,500 100,000 77,400 42,825 1.46% 1.33% 2.65% 2.78% May-2030 Apr-2025 Feb-2026 Jan-2029 1,688 4,280 Euro/000 Term Loan 27,500 May-2030 Euro/000 Term Loan 100,000 Apr-2025 731 Euro/000 Term Loan 2,562 GBP/000 Term Loan 77,400 42,825 Feb-2026 Jan-2029 Total fair value (amounts in thousands of Euro) 9,261 The IRS convert variable interest rates on bank loans into fixed interest rates. They have been arranged with major financial institutions, and no counterparties are expected to default. 136136 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 136 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 136 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 Information on financial risks Capital management The Group’s capital management strategy aims to guarantee a fair economic return to shareholders, protect the interests of other stakeholders, maintain a balanced capital structure with a high degree of creditworthiness, reducing the average cost of debt and minimizing financial risks. Categories of financial assets and liabilities according to IFRS 7 Financial assets The following is the detail of financial assets required by IFRS 7 under the categories required by IFRS 9: (amounts in thousands of Euro) Financial assets designated at fair value Held to collect Held to collect and sale Other Equity instruments Total Notes Cash and cash equivalents Trade receivables, net - - - 405,151 Derivative financial instruments 18,440 Investments in equity instruments Other investments - - - - - Total at December 31, 2023 18,440 405,151 - - - - - - 689,519 - - - - - - - 5,184 36,426 689,519 405,151 18,440 5,184 36,426 689,519 41,610 1,154,720 9 10 12 18 18 (amounts in thousands of Euro) Financial assets designated at fair value Held to collect Held to collect and sale Other Equity instruments Total Notes Cash and cash equivalents Trade receivables, net - - - 331,915 Derivative financial instruments 28,295 Investments in equity instruments Other investments - - - - - Total at December 31, 2022 28,295 331,915 - - - - - - 1,091,622 - - - - - - - 3,551 23,423 1,091,622 331,915 28,295 3,551 23,423 1,091,622 26,974 1,478,806 9 10 12 18 18 Financial liabilities The following is the detail of financial liabilities required by IFRS 7 under the categories required by IFRS 9: (amounts in thousands of Euro) Financial payables Trade payables Financial liabilities designated at fair value Amortised cost Financial liabilities held for trading - - 492,613 453,387 Derivative financial instruments 7,543 - Lease liabilities - 2,110,888 Total at December 31, 2023 7,543 3,056,888 - - - - - Total Notes 492,613 21, 22, 26 453,387 7,543 2,110,888 3,064,431 23 12 20 137137 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 137 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 137 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements (amounts in thousands of Euro) Financial payables Trade payables Financial liabilities designated at fair value Amortised cost Financial liabilities held for trading - - 560,071 401,799 Derivative financial instruments 11,565 - Lease liabilities - 2,107,577 Total at December 31, 2022 11,565 3,069,447 Total Notes 560,071 21, 22, 26 401,799 11,565 2,107,577 3,081,012 23 12 20 - - - - - Fair Value The reported amount of derivative instruments, whether assets or liabilities, reflects their fair value, as explained in this Note 12. The carrying amount of cash and cash equivalents, financial receivables and trade receivables, as adjusted for impairment where necessary in accordance with IFRS 9, approximates their estimated realizable value and, hence, their fair value. The amount of the investments in equity instruments corresponds to its fair value (Level I). The lease liability is reported at its present value, while all other financial liabilities are stated at their fair value. Credit risk Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognised in the financial statements. However, according to management, the Group’s credit risk regards essentially the trade receivables from wholesale and other commercial partners, and the cash holdings. The Group has implemented specific control systems to manage such risk, as explained in the section describing risk factors in the Financial Review. Trade receivables The table below provides an aging analysis of the trade receivables before accounting for the allowance for bad and doubtful debts: (amounts in thousands of Euro) December 31, 2023 Not overdue Overdue (in days) 1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120 Trade receivables 416,492 331,052 55,306 9,854 3,717 2,570 13,993 Total December 31, 2023 416,492 331,052 55,306 9,854 3,717 2,570 13,993 (amounts in thousands of Euro) December 31, 2022 Not overdue Overdue (in days) 1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120 Trade receivables 343,510 272,142 39,132 6,297 4,459 1,211 20,269 Total December 31, 2022 343,510 272,142 39,132 6,297 4,459 1,211 20,269 138138 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 138 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 138 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 The following table provides an aging analysis of the trade receivables after accounting the allowance for bad and doubtful debts: (amounts in thousands of Euro) Trade receivables less allowance for bad and doubtful accounts Total December 31, 2023 (amounts in thousands of Euro) Trade receivables less allowance for bad and doubtful accounts Total December 31, 2022 December 31, 2023 Not overdue Overdue (in days) 1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 405,151 329,418 54,350 8,780 3,578 2,548 > 120 6,477 405,151 329,418 54,350 8,780 3,578 2,548 6,477 December 31, 2022 Not overdue Overdue (in days) 1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120 331,915 270,542 39,060 5,833 4,453 1,209 10,818 331,915 270,542 39,060 5,833 4,453 1,209 10,818 Bank current accounts and deposits The bank deposits are broken down by currency below: (amounts in thousands of Euro) Currency Euro US Dollar Hong Kong Dollar Other Currencies Total bank deposit accounts December 31 2023 December 31 2022 171,804 86,191 55,624 63,757 473,021 131,258 123,010 54,069 377,376 781,358 The Group aims to reduce the financial counterparty risk on bank deposits by allocating the available funds to multiple accounts that differ by currency, country and bank (always investment grade); such investments are always short-term. The bank current accounts are broken down by currency as follows: (amounts in thousands of Euro) Currency US Dollar Euro GB Pound Korean Won Hong Kong Dollar Other currencies Total bank current accounts December 31 2023 December 31 2022 70,098 54,569 12,644 6,442 6,406 94,954 65,427 56,977 14,299 5,136 3,615 111,006 245,113 256,460 For its operational activities and business processes the Group makes use of financial counterparties of primary standing and appropriate level of diversification; as a result the counterparty risk on bank accounts can be considered not significant. 139139 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 139 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 139 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial StatementsLiquidity risk Liquidity risk refers to the difficulty the Group could have in securing new funds, leading to a failure in meeting its financial obligations. The Directors are responsible for managing liquidity risk, while the Group Chief Financial Officer (CFO), supported by the Deputy Group CFO is in charge of optimizing the management of financial resources. According to the Directors, the funds and credit lines currently available, in addition to those that will be generated by operating and financing activities, will enable the Group to meet its financial requirements arising from investing activities, working capital management, punctual loan repayment and dividend payment in the foreseeable period. At December 31, 2023, the Group had undrawn cash credit lines of Euro 768 million available at banks (Euro 807 million at December 31, 2022), of which Euro 451 million were committed credit lines and Euro 317 million were uncommitted ones. An aging analysis of the trade payables is set forth below: (amounts in thousands of Euro) December 31, 2023 Not overdue Overdue (in days) 1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120 Trade payables 453,387 372,015 56,875 8,958 3,473 1,694 10,372 Total December 31, 2023 453,387 372,015 56,875 8,958 3,473 1,694 10,372 (amounts in thousands of Euro) December 31, 2022 Not overdue Overdue (in days) 1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120 Trade payables 401,799 330,287 47,513 6,587 Total December 31, 2022 401,799 330,287 47,513 6,587 436 436 2,538 14,438 2,538 14,438 Financial liabilities under derivative financial instruments (forward contracts and options) The maturities of the financial liabilities according to the earliest date on which the Group could be required to pay (worst-case scenario) are presented in the following tables. As required by IFRS 7, the following tables show the financial liabilities under forward contracts and options designated as cash flow hedges where a negative cash flow is expected at the reporting date: Future contractual cash flows at Dec. 31, 2023 6 mths or less 6 to 12 mths 1 to 2 years 2 to 3 years 3 to 4 years (amounts in thousands of Euro) Net cash flows (outflows / inflows) of forward contracts Net cash flows (outflows / inflows) of options Net amount (7,543) (3,803) (3,672) (7,474) (3,803) (3,671) (69) - (1) - (22) (22) - (46) (46) - - - Future contractual cash flows at Dec. 31, 2022 6 mths or less 6 to 12 mths 1 to 2 years 2 to 3 years 3 to 4 years (amounts in thousands of Euro) Net cash flows (outflows / inflows) of forward contracts Net cash flows (outflows / inflows) of options (10,425) (4,008) (6,417) (1,140) (427) (623) Net amount (11,565) (4,435) (7,040) 140140 - (12) (12) - (39) (39) - (39) (39) more than 4 years - - - more than 4 years - - - PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 140 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 140 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Financial liabilities under derivative financial instruments (interest rate swaps) There are no interest rate swaps with a negative cash flow in 2022 and 2023. Financial liabilities (amounts in thousands of Euro) Carrying amount at Dec. 31, 2023 Future contractual cash flows at Dec. 31, 2023 on demand 6 mths or less 6 to 12 mths 1 to 2 years 2 to 3 years 3 to 4 years more than 4 years Lease liability 2,110,888 2,334,644 - 239,094 226,276 388,426 329,148 290,240 861,460 Financial liabilities – third parties (without deferred costs on loans) Financial liabilities – related parties 487,327 5,853 519,976 5,853 - 120,942 43,942 156,610 151,900 10,442 36,140 - 1,505 4,348 - - - - Total 2,604,068 2,860,473 - 361,541 274,566 545,036 481,048 300,682 897,600 (amounts in thousands of Euro) Carrying amount at Dec. 31, 2022 Future contractual cash flows at Dec. 31, 2022 on demand 6 mths or less 6 to 12 mths 1 to 2 years 2 to 3 years 3 to 4 years more than 4 years Lease liability 2,107,577 2,296,740 - 224,801 210,249 378,651 312,037 259,895 911,107 Financial liabilities – third parties (without deferred costs on loans) Financial liabilities – related parties 557,487 3,568 606,990 3,568 - 120,084 56,598 99,558 144,575 140,038 46,137 - - 3,568 - - - - Total 2,668,632 2,907,298 - 344,885 270,415 478,209 456,612 399,933 957,244 Some of the above financial liabilities contain loan covenants, as described in Note 26. Sensitivity on exchange rate risk The exchange rate risk to which the Group is exposed is concentrated largely with Prada S.p.A. and it results from fluctuation of foreign currencies against the Euro. Prada Spa is the Group’s parent and worldwide distributor of brand products. Intercompany transactions involving the parent and the subsidiaries are mainly settled in the local currency of the latter. Therefore, foreign exchange risk mainly arises from such intercompany transactions. Derivative transactions are put in place to mitigate such foreign exchange rate risk. In terms of exposure, the most important currencies for the Group are the British Pound, Hong Kong Dollar, Japanese Yen, US Dollar, Chinese Renminbi and Korean Won. The following table shows the sensitivity of the consolidated net income and equity to a range of hypothetical fluctuations in the main foreign currencies against the Euro, based on the statement of financial position of the Group’s companies as of December 31, 2023: (amounts in thousands of Euro) Euro strengthens by 5% Euro weakens by 5% Impact on net result Impact on net equity Impact on net result Impact on net equity GP Pound Hong Kong Dollar Japanese Yen US Dollar Chinese Renminbi Korean Won Other currencies Total (414) 1,028 (1,212) 1,828 (2,414) (907) (5,851) 2,288 2,447 2,854 12,124 3,644 3,582 3,975 1,357 (1,067) 1,340 (1,675) 2,940 2,041 4,641 (1,630) (2,380) (2,228) (12,774) (4,249) (3,923) (5,948) (7,942) 30,914 9,577 (33,132) 141141 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 141 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 141 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements The total impact on equity (positive for Euro 30.9 million and negative for Euro 33.1 million) is the sum of the theoretical effect on the statement of profit or loss and on the cash flow hedge reserve of a hypothetical strengthening or weakening of the Euro against the other currencies. The effects on the financial statement items are presented above before taxes. The sensitivity analysis is based on currency exposure at the end of the period, which might not reflect the actual exposure during the period. For this reason it is purely indicative. Sensitivity on interest rate risk The Prada Group is exposed to interest rate fluctuations mainly with regard to interest expense on the medium / long- term debt of the parent company, Prada S.p.A., and of some of its subsidiaries. The financial risk management is under the ultimate responsibility of the Group CFO. The following table shows the sensitivity of the consolidated net income and equity to a hypothetical shift in the interest rate curve based on the financial position of the Group’s companies at December 31, 2023: (amounts in thousands of Euro) Impact on net result Impact on net equity Impact on net result Impact on net equity Interest rate curve shift +0.50% -0.50% Euro GP Pound Hong Kong Dollar Japanese Yen US Dollar Other currencies Total (876) (162) 310 (47) 757 665 647 (527) 560 310 (47) 757 665 1,718 876 162 (310) 47 (757) (665) (647) 516 (578) (310) 47 (757) (665) (1,747) The total impact on equity (positive and negative for Euro 1.7 million) is the sum of the theoretical effect on the statement of profit or loss and on the cash flow hedge reserve of a hypothetical shift in the interest rate curve. The effects on the financial statement items are presented above before taxes. The sensitivity analysis is based on the net financial position at the end of the period, which might not reflect the actual exposure to interest rate risk during the period. For this reason it is purely indicative. Other risks Risks factors affecting the international luxury goods market and those specific to the Prada Group are described in the Financial Review in the paragraph “Risks factors and management”. 13. Receivables due from, and advance payments to, related parties – current and non-current The current receivables due from, and advance payments to, related parties are detailed as follows: (amounts in thousands of Euro) Financial receivables Other receivables and advances Receivables due from, and advance payments to, related parties - current December 31 2023 December 31 2022 2 136 138 2,200 173 2,373 142142 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 142 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 142 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 The non-current receivables due from, and advance payments to, related parties are detailed as follows: (amounts in thousands of Euro) Financial receivables Receivables due from, and advance payments to, related parties - non-current Additional information on related party transactions is provided in Note 40. 14. Other current assets The other current assets are set forth below: (amounts in thousands of Euro) VAT Taxation and other tax receivables Other assets Prepayments Guarantee deposits Total Other assets The other assets are detailed as follows: (amounts in thousands of Euro) Advances to suppliers Incentives for retail investments Other receivables Total Prepayments The prepayments are detailed below: (amounts in thousands of Euro) Rental costs Insurance Design costs Fashion shows and advances on advertising campaigns Other Total December 31 2023 December 31 2022 - - 1,125 1,125 December 31 2023 December 31 2022 38,317 82,853 15,063 124,244 6,935 39,627 70,775 9,230 86,617 9,668 267,412 215,917 December 31 2023 December 31 2022 6,493 455 8,115 4,079 1,204 3,947 15,063 9,230 December 31 2023 December 31 2022 3,371 2,180 33,194 37,163 48,336 3,031 2,831 29,210 26,013 25,532 124,244 86,617 143143 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 143 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 143 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements Prepayments primarily relate to costs incurred to design collections, launch advertising campaigns and host fashion shows, that will generate revenue after the reporting period. Guarantee deposits The guarantee deposits refers primarily to security deposits paid under retail leases. 15. Property, plant and equipment The historical cost and accumulated depreciation of the past two years are set forth below: (amounts in thousands of Euro) Land and buildings Production plant and machinery Leasehold improvements Furniture & fittings Other tangibles Assets under construction Total Historical cost 1,008,485 254,845 1,388,822 683,552 221,358 61,981 3,619,043 Accumulated depreciation (196,886) (194,367) (1,095,843) (394,854) (159,968) - (2,041,918) Net carrying amount at December 31, 2022 811,599 60,478 292,979 288,698 61,390 61,981 1,577,125 Historical cost 1,401,574 281,459 1,443,765 708,792 232,658 71,307 4,139,555 Accumulated depreciation (214,678) (206,819) (1,113,221) (406,587) (165,374) - (2,106,679) Net carrying amount at December 31, 2023 1,186,896 74,640 330,544 302,205 67,284 71,307 2,032,876 The changes in the net carrying amount for the year are as follows: (amounts in thousands of Euro) Land and buildings Production plant and machinery Leasehold improvements Furniture & fittings Other tangibles Assets under construction Total net carrying amount Opening balance 811,599 60,478 292,979 288,698 61,390 61,981 1,577,125 Additions Depreciation Disposals Exchange differences Other movements Impairment Revaluation IAS 29 403,681 (20,246) (3,904) (10,696) 10,095 (3,633) - 21,189 117,364 (12,890) (101,572) (113) 23 5,956 (3) - (217) (10,400) 33,223 (2,729) 1,896 49,053 (42,540) (542) (3,055) 11,570 (1,058) 79 13,230 (10,320) 76,936 681,453 - (187,568) (211) (261) 3,421 (82) 117 (2,751) (2,001) (60,793) (2,109) 44 (7,738) (26,390) 3,472 (9,614) 2,136 Closing balance 1,186,896 74,640 330,544 302,205 67,284 71,307 2,032,876 The increase in land and buildings included the investment in a highly strategic building at 724, 5th Avenue (New York), which currently hosts a Prada store, for a consideration equal to US Dollar 425 million (Euro 393 million). The carrying amount (resulting in Euro 366 million, including other direct charges) was determined deducting from the purchase price the net of the lease liability and right of use assets immediately before the purchase (Euro 28.1 million). Referring to the above-mentioned building, the floors that as of today are not used as retail premises are classified as investment property according to IAS 40 and measured with the application of cost model. Since the amount of such investment property is not material it has been included in the line “property, plant and equipment”. The increase in leasehold improvements and furniture & fittings regarded primarily restyling and relocation projects for the retail premises. The assets under construction at the end of the period concern retail and industrial projects. 144144 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 144 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 144 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT202316. Intangible assets The historical cost and accumulated amortisation / impairment of the past two years are set forth below: (amounts in thousands of Euro) Trademarks and intellectual property rights Goodwill Store lease acquisition Software Other intangibles Assets in progress Total Historical cost 405,287 578,003 49,637 252,227 65,415 30,799 1,381,368 Accumulated amortisation / impairment Net carrying amount at December 31, 2022 (219,544) (64,322) (49,502) (166,424) (63,767) - (563,559) 185,743 513,681 135 85,803 1,648 30,799 817,809 Historical cost 407,798 580,909 49,885 300,639 65,432 50,003 1,454,666 Accumulated amortisation / impairment Net carrying amount at December 31, 2023 (231,012) (65,402) (49,873) (197,154) (65,201) - (608,642) 176,786 515,507 12 103,485 231 50,003 846,024 The changes in the net carrying amount for the year are as follows: (amounts in thousands of Euro) Trademarks and intellectual property rights Goodwill Store lease acquisition Software Other intangibles Assets in progress Total net carrying amount Opening balance 185,743 513,681 135 85,803 1,648 30,799 817,809 Additions Amortization Disposals Exchange differences Other movements 998 (10,626) - 671 - 1,826 - - - - Closing balance 176,786 515,507 - (212) - 1 88 12 21,242 (31,074) (356) (26) 27,896 18 (1,435) - - - 47,164 - (49) 2 (27,913) 71,248 (43,347) (405) 648 71 103,485 231 50,003 846,024 The net carrying amount of trademarks and intellectual property rights at the reporting date is broken down in the following table: (amounts in thousands of Euro) Miu Miu Church's Prada Other trademarks and other intellectual property rights Total December 31 2023 December 31 2022 110,565 42,190 5,419 18,612 116,160 44,270 5,336 19,977 176,786 185,743 During the year no impairment was recognised for the Group’s trademarks. The capital expenditures for software refer to technological and digital evolution projects in the retail, manufacturing 145145 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 145 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 145 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements and corporate areas. The total capital expenditure for property, plant and equipment and intangible assets in the twelve months ended December 31, 2023 was Euro 752.7 million, as broken down below: (amounts in thousands of Euro) Retail Real estate Production, logistics and corporate Total December 31 2023 December 31 2022 215,884 381,711 155,106 168,935 - 107,161 752,701 276,096 Impairment test As required by IAS 36 “Impairment of assets”, intangible assets with indefinite useful lives are not amortized, but they are tested for impairment at least once a year. The Group does not report intangible assets with indefinite useful lives other than goodwill. As a consequence of the organisational changes carried out over the course of 2023, management adopted a new reporting structure, modifying the way in which the goodwill is monitored. The new organisational model is focused by brands. Accordingly, as of December 31, 2023 the groups of cash-generating units (“CGUs”) which represent the lowest level within the Group at which management tests goodwill for impairment correspond to the brands Prada and Miu Miu, operating segments identified for segment reporting purpose in compliance with IFRS 8 as reported in Note 8. In accordance with IAS 36, the reallocation of the goodwill to the new groups of CGUs has been performed using a relative value approach based on the relative value of the two groups of CGUs, estimated with the discounted cash flow method as of December 31, 2023. The summary of the goodwill allocation to the two groups of CGUs corresponding to the operating segments Prada and Miu Miu is reported below: (amounts in thousands of Euro) Prada Miu Miu Total December 31 2023 424,262 91,245 515,507 The impairment tests as of December 31, 2023 did not identify any impairment losses for the groups of CGU listed above. The Discounted Cash Flow method used to identify the recoverable amount (value in use) of the group of CGUs consists of discounting the projected cash flows generated by the activities directly attributable to the operating segment to which the intangible asset or net invested capital has been assigned. Value in use is the sum of the present value of the future cash flows expected on the basis of the business plan projections prepared by the management for each group of CGUs and the present value of the related operating activities at the end of the period (terminal value). The recoverable amount was estimated with the assistance of a leading consulting firm. The business plans used for the impairment tests was prepared by the management starting from the 2024 budget and cover a period of five years for Prada while, considering the characteristics of the brand and life time cycle, projections related to Miu Miu have been extrapolated until 2031 in order to take into value potential deriving from the investments incurred across the years. The 2024 budget was approved by the Board of Directors on January 25, 146146 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 146 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 146 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT20232024. The business plans do not take into account either significant improvements in the performance of the assets existing as of December 31, 2023 or future developments of new activities, except for the investments planned in the 2024 budget for the retail premises’ restyling and renovation projects and new openings that the Group has already substantially committed to make. For each group of CGUs tested, the weighted average cost of capital (“WACC”) was determined by taking into due consideration the risk profile of the CGUs’ group activities, as well as other specific parameters, such as geographic diversification. The “g” rate of growth used to calculate the terminal value was assumed equal to 2.5%, in light of inflation expectations prospects and the long-term growth expected for the luxury goods market. The WACC (post-tax) and g-rates used for impairment tests of groups of CGUs that include goodwill are reported below: CGU Prada Miu Miu 2023 WACC g-rate 8.6% 8.6% 2.5% 2.5% Concerning such group of CGUs, an analysis of the sensitivity of the impairment test has been performed to changes in the key assumptions used to determine the recoverable amount for each of the group of CGUs to which goodwill is allocated. It has been verified that no reasonable change in the key assumptions would generate a reduction in the recoverable amount to the extent of constituting an impairment loss. However, since value in use is measured on the basis of estimates and assumptions, management cannot guarantee that the value of goodwill or other tangible and intangible assets will not be subject to impairment in the future. IAS 36 requires an entity to assess at each annual reporting date whether there are indications of impairment for any other asset (excluding goodwill) recognised in the Statement of Financial Position. In this respect, the impairment testing of the group of assets of Prada Russia and Church’s was performed, as described hereunder. Prada Russia For Prada Russia, the review of the estimated recoverable amount of the two buildings owned in Moscow and St. Petersburg, which in substance represents the residual value of the non-current assets allocated, was updated since the trigger events that as of December 31, 2022 had resulted in a Euro 43.5 million writedown of the fixed assets are still ongoing. Consistently with last year, the assessment was conducted with the support of leading independent real estate firm, which estimated the fair value of the two buildings using the Comparative Method of valuation, based on a comparison of the real estate being appraised to other comparable assets recently sold or offered on the same market. The carrying amount of the buildings recognised as of December 31, 2023, compared to the related fair value as estimated above, led to a writedown of Euro 2.5 million. Translated at the December 31, 2023 exchange rate, the net invested capital of Prada Russia is Euro 13.3 million, of which Euro 18.7 million refers to the two buildings owned, partially offset by the items of net working capital. The reduction in value of the net invested capital compared to the previous period (Euro 29.9 million, translated at the December 31, 2022 exchange rate) is mainly attributable to the loss of the period and the impact of the exchange rate. With respect to the estimated recoverable amount of the buildings, it should be noted that the current volatility in the Russian financial system has created significant uncertainty in the real estate industry. The scarce liquidity in capital markets means more difficulties than those present in normal market conditions in the event of selling assets in the short term. This circumstance entailed using a high level of judgment to estimate the recoverable amount of the assets tested. Therefore, management cannot guarantee that the value of the buildings owned in Russia will not be subject to additional fluctuations (impairment losses or writedown reversals) in the future. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 147 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 147 20/03/24 14:25 20/03/24 14:25 147147 Notes to the Consolidated Financial StatementsChurch’s For the Church’s group of CGUs, which include the value of the brand for Euro 42 million subject to depreciation with a residual useful life of 16 years, in 2022 the identification of a trigger event related to the beginning of the reorganisation process led to a writedown of Euro 19.4 million, entirely allocated to the value of the brand. An impairment test was carried out again in order to identify any further potential impairment. The Discounted Cash Flow method used to identify the recoverable amount (value in use) consisted of discounting the projected cash flows generated by the net invested capital. The recoverable amount was estimated with the assistance of a leading consulting firm. The cash flow projections used for the impairment test were based on the business plan prepared by management. The rate used to discount the cash flows is the weighted average cost of capital (WACC) in a post-tax configuration. For the year ended December 31, 2023, the WACC used to discount the cash flows generated by the Church’s group of CGUs was 8.6%, and it was determined taking into due consideration the risk profile of the group of CGU’s activities. The “g” rate of growth used to calculate the terminal value was assumed equal to 2.5%, in light of the medium term inflation rate in the medium countries where Church’s operates and of the growth outlook for the luxury goods market. The impairment tests as of 31 December 2023 did not identify any impairment losses. A sensitivity analysis was carried out to change the key assumptions used to determine the recoverable amount for the group of CGUs. Specifically, a sensitivity test was performed by including an execution risk premium in the WACC calculation which raised from 8.6% to 11.6%. The results of the analysis performed did not showed any potential impairment loss. 17. Right of use assets The changes in the net carrying amount of the right of use assets for the year ended December 31, 2023 are shown below: (amounts in thousands of Euro) Real estate Other Total net carrying amount Opening balance 2,007,660 3,814 2,011,474 New contracts, initial direct costs and remeasurements Depreciation Contracts termination Exchange differences Impairment Revaluation IAS 29 Closing balance 603,963 (443,251) (74,854) (60,201) (18,633) 5,852 2,850 (2,214) (430) (4) - - 606,813 (445,465) (75,284) (60,205) (18,633) 5,852 2,020,536 4,016 2,024,552 The right of use assets increased by Euro 13.1 million, mainly as a result of new leases and remeasurements of existing leases totaling Euro 606.8 million, net of depreciation of Euro 445.5 million, termination of contracts of Euro 75.3 million, of which Euro 74.8 million related to the acquisition of real estate investment in 724, 5th Avenue (New York), which was previously leased and has been acquired in 2023 as reported in Note 15 “Property, plant and equipment”, writedowns of Euro 18.6 million and foreign exchange differences impact of Euro 60.2 million. The increase for new leases, initial direct costs and remeasurements is attributable to lease renewals (largely in Asia and Europe) and the remeasurement of the liability to adjust it to indexes commonly used in the real estate industry (mainly the consumer price index). Right of use assets “other”, amounting to Euro 4 million, includes plant, machinery, vehicles and hardware. 148148 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 148 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 148 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 18. Investments in equity instruments, associates and joint ventures (amounts in thousands of Euro) Investments in equity instruments Associates and joint ventures Total December 31 2023 December 31 2022 5,184 36,426 3,551 23,423 41,610 26,974 The increase in “associates and joint ventures” includes the acquisition of a 15% stake in Luigi Fedeli e Figlio S.r.l. for Euro 4.7 million and the recapitalizations of the other associates Filati Biagioli Modesto S.p.A. and Les Femmes S.r.l. for Euro 7.9 million. 19. Other non-current assets The other non-current assets are detailed as follows: (amounts in thousands of Euro) Guarantee deposits Prepayments for commercial agreements Pension fund surplus (Note 27) Deferred rental income Other long-term assets Total The guarantee deposits are set forth below by nature and maturity: (amounts in thousands of Euro) Nature: Stores Offices Warehouses Other Total (amounts in thousands of Euro) Maturity: between one to two years between two to five years After more than five years Total December 31 2023 December 31 2022 70,510 45,907 4,652 - 10,435 64,216 50,080 6,426 231 18,449 131,504 139,402 December 31 2023 December 31 2022 58,672 5,409 181 6,248 55,130 5,669 163 3,254 70,510 64,216 December 31 2023 December 31 2022 15,750 25,802 28,958 8,593 26,971 28,652 70,510 64,216 The guarantee deposits refer primarily to security deposits paid under retail leases. 149149 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 149 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 149 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements20. Lease liabilities The following table sets forth the changes in the lease liabilities: (amounts in thousands of Euro) Opening balance New contracts, initial direct costs and remeasurements Payments (net of interests) Contracts termination Exchange differences Closing balance December 31 2023 December 31 2022 2,107,577 2,045,412 602,172 (429,685) (108,023) (61,153) 483,265 (428,170) (1,720) 8,790 2,110,888 2,107,577 The lease liabilities increased from Euro 2,108 million at December 31, 2022 to Euro 2,111 million at December 31, 2023, primarily as a result of remeasurements for lease extensions or modifications for Euro 602.2 million net of the payments of the period for Euro 429.7 million, termination of contracts of Euro 108 million of which Euro 102 million due to the real estate investment in 724, 5th Avenue (New York) which was previously leased and has been acquired in 2023 as reported in Note 15 “Property, plant and equipment”, and the exchange rate differences for the period for Euro 61 million. The lease liabilities was concentrated mainly in Japan, the U.S.A. and Italy. 21. Short-term financial payables and bank overdrafts (amounts in thousands of Euro) Short-term bank loans Current portion of long-term loans Deferred costs on loans Total December 31 2023 December 31 2022 64,778 83,865 (305) 66,541 94,704 (398) 148,338 160,847 In the short-term bank loans, an amount of JPY 2.1 billion (Euro 13.4 million) relates to the use of the revolving line stipulated during 2022 by Prada Japan co Ltd. This credit line is subject to financial covenants based on the financial statements of Prada Japan co Ltd, which were fully complied with at December 31, 2023. The remaining short-term financial payables at December 31, 2023 consist of the use of uncommitted credit lines by Prada S.p.A. and Prada Japan co Ltd. The short-term bank loans are broken down by currency below: (amounts in thousands of Euro) Euro Japanese Yen Other currencies Total 150150 December 31 2023 December 31 2022 50,000 13,753 1,025 - 59,081 7,460 64,778 66,541 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 150 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 150 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 The Group generally borrows at variable interest rates, as explained in Note 26, and manages the risk of interest rate fluctuations by using hedging contracts, as explained in Note 12. 22. Payables due to related parties – current The current payables due to related parties are shown below: (amounts in thousands of Euro) Financial payables Other payables Total December 31 2023 December 31 2022 5,853 5 3,568 - 5,858 3,568 The current financial payables due to related parties regard loans granted by non-controlling shareholders of the Group’s subsidiaries in the Middle East. Additional information on related party transactions is provided in Note 40. 23. Trade payables The trade payables are detailed as follows: (amounts in thousands of Euro) Trade payables – third parties Trade payables – related parties Total 24. Tax payables The tax payables are detailed hereunder: (amounts in thousands of Euro) Current taxation VAT and other taxes Total December 31 2023 December 31 2022 447,615 5,772 396,159 5,640 453,387 401,799 December 31 2023 December 31 2022 32,409 89,414 192,048 85,608 121,823 277,656 The Group recognises current tax liabilities of Euro 32.4 million at December 31, 2023 (Euro 192 million at December 31, 2022) against tax receivables (shown among the current assets) of Euro 82.9 million (Euro 70.8 million at December 31, 2022), as reported in Note 14. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 151 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 151 20/03/24 14:25 20/03/24 14:25 151151 Notes to the Consolidated Financial Statements25. Other current liabilities The other current liabilities are as follows: (amounts in thousands of Euro) Payables for capital expenditure Accrued expenses and deferred income Other payables Total The other payables are detailed below: (amounts in thousands of Euro) Short-term benefits for employees and other personnel Customer advances Provision for returns from customers Other Total 26. Long-term financial payables The long-term financial payables are as follows: (amounts in thousands of Euro) Long-term bank borrowings Deferred costs on loans Total December 31 2023 December 31 2022 92,137 24,052 73,249 28,971 185,954 140,086 302,143 242,306 December 31 2023 December 31 2022 115,066 32,737 35,450 2,701 91,844 21,918 24,805 1,519 185,954 140,086 December 31 2023 December 31 2022 338,684 396,242 (262) (586) 338,422 395,656 Prada S.p.A.’s loan covenants were fully complied with at December 31, 2023 and they are expected to be complied within the next 12 months as well. 152152 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 152 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 152 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 The long-term bank borrowings at December 31, 2023, excluding amortized costs, are set forth below: Amount (Euro thousands) Type of loan Currency Expiry date 23,834 10,000 100,000 100,000 52,200 11,111 21,000 33,333 45,221 Term-loan Term-loan Term-loan Term-loan Term-loan Term-loan Term-loan Term-loan Term-loan 375 Term-loan EUR EUR EUR EUR EUR EUR EUR EUR GBP EUR 05/2030 10/2024 04/2025 07/2026 02/2026 06/2024 01/2025 11/2026 01/2029 Current Portion (Euro thousands) Non-current Portion (Euro thousands) Pledge 3,667 10,000 - - 25,200 11,111 18,000 11,111 4,401 20,167 Mortgage loan - 100,000 100,000 27,000 - 3,000 22,222 - - - - - - - 40,820 Mortgage loan Interest rate (1) 2.737% 4.702% 2.000% 4.445% 3.549% 4.535% 4.574% 4.705% 4.477% 07/2024 5.152% 375 - Mortgage loan 25,475 Term-loan RMB 07/2026 3.801% - 25,475 - Borrower Prada S.p.A. Prada S.p.A. Prada S.p.A. Prada S.p.A. Prada S.p.A. Prada S.p.A. Prada S.p.A. Prada S.p.A. Kenon Ltd Tannerie Limoges Sas Prada Fashion Commerce (Shanghai) co Ltd Total 422,549 83,865 338,684 (1) the interest rates include the effect of any interest rate risk hedges In 2023, the current portions of long-term loans were repaid for a total amount of Euro 94.8 million. Prada Fashion Commerce (Shanghai) co Ltd stipulated a new medium/long-term loan, with a term of 3 years, for the amount of RMB 200 million (Euro 25.5 million). Prada S.p.A.’s mortgage loan is secured by the Group’s headquarter building in Milan, and Kenon ltd’s mortgage loan is secured by the building on Old Bond Street, London, used for one of the most prestigious Prada stores in Europe and offices. The mortgage loan to Tannerie Limoges Sas is secured by that company’s factory building in France. The Group generally borrows at variable interest rates and manages the risk of interest rate fluctuations through hedging agreements, as described in Note 12. The financial payables are set forth hereunder by their portions with fixed (that are connected to the existing IRS) and variable interest rates: (amounts in thousands of Euro) Short-term financial payables Long-term financial payables December 31, 2023 December 31, 2022 variable interest rates fixed interest rates variable interest rates fixed interest rates 77% 44% 23% 56% 80% 44% 20% 56% PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 153 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 153 20/03/24 14:25 20/03/24 14:25 153153 Notes to the Consolidated Financial Statements27. Long-term employee benefits (amounts in thousands of Euro) Post-employment benefits Other long-term employee benefits Total liabilities for long-term benefits Pension plan surplus (Note 19) Net liabilities for long-term benefits December 31 2023 December 31 2022 42,092 18,783 41,870 25,701 60,875 67,571 (4,652) (6,426) 56,223 61,145 Post-employment benefits The net balance of long-term employee benefits as at December 31, 2023 is a liability of Euro 56.2 million (Euro 61.1 million at December 31, 2022) and all the benefits fall within the scope of defined benefit plans. The post-employment benefits consist of: ― Euro 21.3 million (Euro 20.1 million at December 31, 2022) in liabilities accounted for by Italian companies; ― Euro 20.8 million by the foreign subsidiaries (Euro 21.8 million at December 31, 2022). The Italian liabilities regard the “Trattamento di Fine Rapporto” (“TFR”, or staff leaving indemnities), a deferred benefit for employees that is mandatory for Italian businesses and is based on the employees’ length of service and salary. The present value of the liability recognised was determined by projecting the amount accrued at December 31, 2023 as per Italian law to the estimated future date of employment termination, and then discounting it to the present value at the same reporting date using the projected unit credit method (“PUCM”). The following table presents the changes in long-term employee benefits as of December 31, 2023: (amounts in thousands of Euro) Defined Benefit Plans in Italy (TFR) Defined Benefit Plans in other countries (including Japan) Pension Funds in UK Other long-term employee benefits Total Opening balance 20,083 21,787 (6,426) 25,701 61,145 Current service cost Financial charges (income) Actuarial (gains) / losses Benefits paid Contributions Exchange differences 644 594 1,418 (1,404) - - 3,276 186 355 (2,979) - (1,868) 97 (289) 2,303 - (208) (129) 18,377 217 (1,629) (23,737) - (146) 22,394 708 2,447 (28,120) (208) (2,143) Closing balance 21,335 20,757 (4,652) 18,783 56,223 154154 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 154 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 154 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 The actuarial gains and losses are reported below: (amounts in thousands of Euro) Actuarial adjustments due to: (a) Changes in financial assumptions (b) Changes in other assumptions (e.g. demographic assumptions, remuneration) increases) Actuarial (gains) / losses Defined Benefit Plans in Italy (TFR) Defined Benefit Plans in other countries (including Japan) Pension Funds in UK 1,652 (234) 1,418 (58) 413 355 (291) 2,594 2,303 The current service cost and financial charges / (income) are recognised in the statement of profit or loss. For the item other long-term employee benefits only, the actuarial differences are also recognised in the statement of profit or loss. The TFR liability was measured on the basis of an independent appraisal by Federica Zappari, an Italian actuary, member (n. 1134) of the Ordine Nazionale degli Attuari (Italian Society of Actuaries). The technical basis was processed using statistical data, whereas the demographic assumptions involved variables such as the probabilities of death, retirement, resignations and dismissals; contract expiration; leaving indemnity advances; supplementary pension schemes. In the Consolidated Statement of Financial Position the post-employment benefits are stated gross of the pension plan surplus for the Group companies operating in the United Kingdom that supply pension services to their employees. At December 31, 2023, the fair value of such pension plans was a surplus of Euro 4.7 million (Euro 6.4 million as of December 31, 2022). The fair value of the plan assets was determined by the independent actuary Mercer Limited. It is detailed below: (amounts in thousands of Euro) Fair value of plan assets Fair value of plan liabilities Pension plan surplus The composition of the main plan assets on the reporting date is as follows: (amounts in thousands of Euro) Equities Alternatives Bonds Cash Total December 31 2023 December 31 2022 44,539 (39,887) 44,064 (37,638) 4,652 6,426 December 31 2023 December 31 2022 9,960 11,273 20,994 2,312 8,966 10,277 18,081 6,740 44,539 44,064 155155 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 155 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 155 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements The main actuarial assumptions used as of December 31, 2023 are as follows: Average duration of plan (years) Average increase in remuneration Rate of inflation Defined Benefit Plans in Italy (TFR) Pension Funds in UK Defined Benefit Plans in Japan 10 2.60% 2.50% 11 2.74% 2.74% 9.7 2.61% N/A The main actuarial assumptions used as of December 31, 2022 are as follows: Average duration of plan (years) Average increase in remuneration Rate of inflation Defined Benefit Plans in Italy (TFR) Pension Funds in UK Defined Benefit Plans in Japan 10.1 1.10% 2.50% 11 2.76% 2.76% 10.6 2.61% N/A The discount rate used to measure defined benefit plans was determined on the basis of yields on bonds with an AA rating and a maturity date similar to that of the plans. With respect to the December 31, 2023 liability, a sensitivity analysis was performed on the main actuarial variables such as the discount rate, salary changes and inflation rate. The analysis did not lead to significant changes in the liability, except for the sensitivity analysis conducted on the interest rate curve, according to which a 50 basis point increase or decrease would cause an increase or decrease in the Group’s total defined benefit obligation (“DBO”) up to approximately Euro 4 million (or 5% of the current debt on the balance sheet). Other long-term employee benefits The other long-term employee benefits meet the IAS 19 and IFRS 2 definition of long-term employee benefits for the Group’s key management personnel. Their actuarial valuation at December 31, 2023, calculated using PUCM and fair value methodologies, resulted in Euro 18.8 million (Euro 25.7 million as of December 31, 2022), according to an independent actuarial appraisal. 28. Provisions for risks and charges The changes in the provisions for risks and charges are as follows: (amounts in thousands of Euro) Provision for legal disputes Provision for tax disputes Other provisions Total Opening balance Exchange differences Reversals Utilisation Increases Closing balance 884 (4) (45) (104) 402 1,133 1,061 49,541 51,486 (3) (212) (897) 633 582 (2,181) (1,701) (5,940) 8,433 (2,188) (1,958) (6,941) 9,468 48,152 49,867 The provisions for risks and charges represent Directors’ best estimate of the maximum outflow of resources needed to settle liabilities deemed to be probable. In the Directors’ opinion, based on the information available to them, the total amount accrued for risks and charges at the reporting date is adequate in respect of the liabilities that could arise from them. 156156 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 156 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 156 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Tax disputes Since 2016, Prada Asia Pacific Ltd (a retail subsidiary wholly owned by Prada S.p.A.) has been providing Prada S.p.A. with commercial services to support its wholesale distribution business in Asia Pacific, for remuneration (in place until 2021) disclosed, as early as the 2016 tax year, to the Italian Tax Authority through the submission of an advance pricing agreement application and various explanatory documents. The Italian Tax Authority started discussions on the topic on October 2022 and, in order not to have the 2016 fiscal year time barred, on April 28, 2023, it issued two tax notices (IRES and IRAP) in which it challenged in full the deductibility of the remuneration paid to Prada Asia Pacific Ltd in the 2016 fiscal year, setting higher taxes amounting to c. Euro 10.8 million and interest amounting to c. Euro 2.3 million, while recognising (i) the possibility for Prada S.p.A. to deduct the amount that, in the opinion of the Italian Tax Authority, it should have recognised to Prada Asia Pacific Ltd, without however quantifying it, and (ii) the non-application of penalties, by virtue of the correctness of the Transfer pricing contemporaneous documentation prepared by Prada S.p.A.. Prada S.p.A. has filed an appeal against these tax notices within the legal deadlines and discussions with the Italian Tax Authority are still ongoing. Since the Italian Tax Authority has not yet formalised a final position on this topic, in order to avoid time barring for the 2017 fiscal year, two preliminary tax notices related to the 2017 fiscal year were also issued (“inviti a comparire” IRES and IRAP) to start a settlement procedure on 29 December 2023. Following a similar approach to that described above for the 2016 fiscal year, in these documents the Italian Tax Authority sets higher taxes amounting to c. Euro 9.8 million, interest amounting to c. Euro 1.9 million and penalties amounting to c. Euro 2.9 million. Prada S.p.A. expects the Italian Tax Authority to cancel these penalties, consistently with the approach adopted for 2016, once it will have validated the correctness of Prada S.p.A.’s 2017 transfer pricing contemporaneous documentation (requested after the notices had been issued). The Company, also supported by the opinion of a leading Tax consultancy firm, at this stage believes that there is no basis for recording a tax liability in relation to this case. Other risk provisions The other risk provisions amount to Euro 48.2 million as of December 31, 2023 and refer primarily to contractual obligations to restore leased commercial properties to their original condition. In the year, liabilities for customs risk previously presented as provision for tax disputes were reclassified to other risk provision for more accurate representation. Other liabilities for customs duty risks are recognised at the reporting date in an amount of Euro 3.7 million, consisting of Euro 1 million for a mistaken customs classification of footwear imported into the United States and Euro 2.7 million for risks of assessments regarding price adjustments, split among various non-EU countries. Prada S.p.A. disputed an audit initiated by the Italian Customs Agency in 2012 for the tax years from 2007 to 2011, concerning the customs value of products. The dispute involves three legal actions regarding the 2010 tax year, which concluded with unfavorable rulings from the Supreme Court in 2023, after the Company had filed appeals in 2019 and 2020. The Company had already settled the amounts owed pending judgment. Meanwhile, the Company established a new method for measuring the value of imported products starting from May 2020, with retroactive effectiveness for the assessable years, in agreement with the Italian Customs Agency. The application of such method led to the estimate, for the previous years, of an end-of-period liability of approximately Euro 0.2 million. 29. Other non-current liabilities (amounts in thousands of Euro) Deferred income for commercial agreements Accrued costs for lease payments (out of scope for IFRS 16) Other non-current liabilities Total December 31 2023 December 31 2022 98,713 4,616 38 107,687 7,410 573 103,367 115,670 157157 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 157 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 157 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements30. Equity attributable to the owners of the Group The equity attributable to the owners of the Group is set forth below: (amounts in thousands of Euro) Share capital Share premium reserve Other reserves Actuarial reserve Fair Value investments in equity instruments reserve Cash flow hedge reserve Translation reserve Net income for the year Total December 31 2023 December 31 2022 255,882 410,047 255,882 410,047 2,436,466 2,245,901 (10,147) (8,773) 6,296 92,998 671,026 (7,107) (10,405) 10,060 112,646 465,193 3,853,795 3,482,217 Share capital At December 31, 2023, approximately 80% of Prada S.p.A.’s share capital was owned by Prada Holding S.p.A. and the remainder is listed on the Main Board of the Hong Kong Stock Exchange. Share premium reserve The share premium reserve of Euro 410 million is the same as that of December 31, 2022. Other reserves The other reserves amount to Euro 2,436.5 million at December 31, 2023, up by Euro 190.6 million compared to December 31, 2022. The increase is mainly due to the allocation of the previous year's profit of Euro 465.2 million, offset in part by the distribution of dividends totaling Euro 281.5 million to Prada S.p.A. shareholders. Translation reserve Changes in this reserve result from the translation into Euro of the foreign currency financial statements of the consolidated companies. The reserve decreased from Euro 112.6 million at December 31, 2022 to Euro 93 million. Net income for the year The Group’s net result for the twelve months ended December 31, 2023 is a profit of Euro 671 million (versus a profit of Euro 465.2 million for the twelve months ended December 31, 2022). 158158 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 158 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 158 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT202331. Equity attributable to Non-controlling interests The following table shows the changes in the Non-controlling interests during the years ended December 31, 2023 and December 31, 2022: (amounts in thousands of Euro) Opening balance Translation differences Dividends Net income for the year Actuarial reserve Share capital increase Closing balance December 31 2023 December 31 2022 18,805 14,749 (467) (250) 2,366 (11) 2,571 664 (599) 3,962 29 - 23,014 18,805 Consolidated Statement of Profit or Loss For a detail explanation of the financial and business performances of 2023, refer to the Financial Review. 32. Net revenues The consolidated net revenues are generated primarily from sales of finished products and are stated net of returns and discounts. (amounts in thousands of Euro) Net sales Royalties Total twelve months ended December 31 2023 twelve months ended December 31 2022 4,622,882 4,124,592 103,529 76,082 4,726,411 4,200,674 The Financial Review describes the net sales by distribution channel, brand, geographic area and product category. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 159 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 159 20/03/24 14:25 20/03/24 14:25 159159 Notes to the Consolidated Financial Statements 33. Cost of goods sold The cost of goods sold has the following composition: (amounts in thousands of Euro) Purchases of raw materials and manufactoring services, net of change in inventories Depreciation, amortization and impairment on tangible and intangible fixed assets Depreciation and impairment of the right of use assets Labor cost Short-term and low value lease (IFRS 16) Logistics costs, duties and insurance Total twelve months ended December 31 2023 twelve months ended December 31 2022 567,472 530,381 18,690 3,878 18,138 3,398 159,442 145,536 134 130 175,024 190,997 924,640 888,580 The incidence of the cost of goods sold on net revenues for the twelve months ended December 31, 2023 was 19.6%, a decrease from the 21.2% of 2022. Greater absorption of production overheads, lower logistic costs, better sales mix in terms of distribution channels and higher average prices were the key drivers of this improvement. 34. Operating expenses The operating expenses are detailed below: (amounts in thousands of Euro) Product design and development costs Advertising and communications costs Selling costs General and administrative costs twelve months ended December 31 2023 twelve months ended December 31 2022 % of net revenues 150,616 420,288 1,872,626 296,549 3.2% 8.9% 39.6% 6.3% 137,469 359,114 1,746,349 293,172 Total 2,740,079 58.0% 2,536,104 % of net revenues 3.3% 8.5% 41.6% 7.0% 60.4% The total operating expenses were Euro 2,740.1 million, up by Euro 204 million from those of 2022. The increase was attributable primarily to higher variable costs resulting from the sales increase, marketing spend, personnel expenses, and other general and administrative costs which in 2022 also included other non-recurring expenses of Euro 27.2 million. The following table sets forth depreciation, amortization, impairment, personnel cost and rent expense included within the operating expenses in accordance with the requirements of IAS 1. (amounts in thousands of Euro) Depreciation, amortization and impairment on tangible and intangible fixed assets Depreciation and impairment of the right of use assets Labor cost Pure variable lease (IFRS 16) Short term and low value lease (IFRS 16) 160160 twelve months ended December 31 2023 twelve months ended December 31 2022 221,839 460,220 817,085 252,373 16,640 252,239 460,477 739,574 223,787 12,708 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 160 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 160 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 35. Financial income / (expenses) The net interest and other financial income / (expenses) are presented below: (amounts in thousands of Euro) Interest expenses on borrowings Interest income Interest income / (expenses) IAS 19 Exchange gains / (losses) – realized Exchange gains / (losses) – unrealized Other financial income / (expenses) Interest and other financial income / (expenses), net Interest expenses on lease liability Dividends from investments Total financial expenses twelve months ended December 31 2023 twelve months ended December 31 2022 (18,596) 26,064 (709) (14,867) (12,440) (11,483) (32,031) (6,116) 6,625 271 (18,274) (1,414) (5,590) (24,498) (58,825) (40,990) 627 473 (90,229) (65,015) The net financial expenses of Euro 90.2 million were Euro 25.2 million higher than in 2022. The increase was largely attributable to interest expenses on lease liabilities and higher foreign exchange losses, partially offset by higher financial interest income. 36. Taxation Income taxes have the following composition: (amounts in thousands of Euro) Current taxation Deferred taxation Total twelve months ended December 31 2023 twelve months ended December 31 2022 317,642 (19,571) 327,187 (85,367) 298,071 241,820 The taxation for the twelve months ended December 31, 2023 was Euro 298.1 million, corresponding to 30.7% of the profit before tax. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 161 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 161 20/03/24 14:25 20/03/24 14:25 161161 Notes to the Consolidated Financial Statements The reconciliation between the Group’s theoretical tax rate and its effective tax rate for 2023 and 2022 is presented in the table below: (amounts in thousands of Euro) Group’s weighted theoretical tax rate (calculated in absolute values on the basis of subsidiaries’ pre-taxable income/loss) Non deductible expenses, net of not taxable income Write-off of the deferred tax asset and utilization of tax losses carried forward Tax losses generated in the year on which no deferred tax assets were recognised Prior years taxes adjustments Withholding and other income taxes Effective tax rate of the Group The changes in deferred tax assets and liabilities are set forth below: (amounts in thousands of Euro) Opening balance Exchange differences Deferred taxes on acquisition Deferred taxes on derivative instruments recorded in equity (cash flow hedges) Deferred taxes on post-employment benefits recorded in equity (reserve for actuarial differences) Deferred taxes on revaluation IAS 29 Other movements Deferred taxes for the period in profit or loss Closing balance twelve months ended December 31 2023 twelve months ended December 31 2022 27.2% 28.1% 1.6% 0.1% - 1.3% 0.5% 4.2% - -0.1% 1.4% 0.4% 30.7% 34.0% twelve months ended December 31 2023 twelve months ended December 31 2022 332,235 257,656 (14,858) - 1,209 1,021 (120) (61) (941) (1,022) (8,283) 667 (1,234) 25 19,690 85,367 339,116 332,235 162162 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 162 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 162 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 The deferred tax assets and liabilities are classified by nature hereunder: (amounts in thousands of Euro) Inventories Receivables and other assets Useful life of non-current assets Deferred taxes due to acquisitions Provision for risks / accrued expenses Non-deductible / taxable charges/income Deferred tax assets and liabilities on lease contracts Tax loss carryforwards Derivative financial instruments Long term employee benefits Other Total December 31, 2023 December 31, 2022 Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities 240,317 2,595 32,322 - 26,482 11,367 40,605 5,491 682 9,191 5,795 - 738 8,839 10,881 1,662 2,652 2,909 - 2,686 1,163 4,201 242,795 1,996 29,345 - 24,123 7,267 42,924 10,741 - 8,811 5,088 4,790 1,559 8,292 6,590 1,111 6,636 3,176 - 3,185 1,606 3,910 374,847 35,731 373,090 40,855 The tax loss carryforwards as of December 31, 2023, including those already recognised in the Group’s financial statements, are detailed below: (amounts in thousands of Euro) Expiring within 5 years Expiring after 5 years Available for carryforward with no time limit Total tax loss carryforwards December 31 2023 1,569 1,279 140,607 143,455 The Directors updated the deferred tax assets recognised on tax loss carryforwards taking into consideration, for their recoverability, the macroeconomic scenario and the business developments of each of the Group’s companies. 37. Earnings and dividends per share Earnings per share basic and diluted Earnings / (losses) per share are calculated by dividing the net profit (or net loss) attributable to the Group’s shareholders by the weighted average number of ordinary shares outstanding. Group net income in Euro Weighted average number of ordinary shares in issue twelve months ended December 31 2023 twelve months ended December 31 2022 671,026,021 465,192,638 2,558,824,000 2,558,824,000 Basic and diluted earnings per share in Euro, calculated on weighted average number of shares 0.262 0.182 Dividends per share The Board of Directors of the Company has proposed a final dividend of Euro 350,558,888 (Euro 0.137 per share) for the twelve months ended December 31, 2023. 163163 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 163 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 163 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial Statements During 2023, the Company distributed dividends of Euro 281,470,640 (Euro 0.11 per share), as approved at the General Meeting held on April 27, 2023 to approve the December 31, 2022 financial statements. The dividends and the related Italian withholding tax due (Euro 14.7 million), determined by applying the ordinary Italian tax rate to the entire amount of the dividends distributed to the beneficial owners of the Company’s shares held through the Hong Kong Central Clearing and Settlement System, were fully paid during the year. The dividends paid in the past three years are detailed hereunder: Financial statements ended December 31 2022 Financial statements ended December 31 2021 Financial statements ended December 31 2020 281,470,640 179,117,680 89,558,840 0.11 0.070 0.035 27/04/2023 28/04/2022 27/05/2021 May 2023 May 2022 June 2021 Total dividends paid (Euro) Dividends per share (Euro) Date of approval by Shareholders’ Meeting Date of payment 38. Additional information Number of employees The average number of full-time equivalent (“FTE”) employees (calculated by dividing the number of actual hours worked by the total number of scheduled hours), by business division, is presented below: (number of employees) Production Product design and development Advertising and communications Selling General and administrative services Total Employee remuneration The employee remuneration by business division is presented below: (amounts in thousands of Euro) Production Product design and development Advertising and communications Selling General and administrative services Total 164164 twelve months ended December 31 2023 twelve months ended December 31 2022 3,406 973 240 8,473 1,099 3,074 945 207 7,969 991 14,191 13,186 twelve months ended December 31 2023 twelve months ended December 31 2022 159,442 71,452 35,133 574,475 136,025 145,411 66,362 31,146 524,062 118,004 976,527 884,985 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 164 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 164 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 The classification by type of employee remuneration is presented below: (amounts in thousands of Euro) Wages and salaries Post-employment benefits and other long-term benefits Social contributions Other Total Distributable reserves of the parent company, Prada S.p.A. twelve months ended December 31 2023 twelve months ended December 31 2022 737,374 43,064 151,967 44,122 668,356 37,801 135,934 42,894 976,527 884,985 Summary of utilization in the last three years (amounts in thousands of Euro) December 31 2023 Possible utilization Distributable amount Coverage of losses Distribution of dividends Share capital Share premium reserve Legal reserve Other reserves Retained earnings Fair value investments in equity instruments reserve Time value reserve Intrinsic value reserve Distributable amount A: share capital increase B: coverage of losses C: distributable to shareholders A, B, C B A, B, C A, B, C 255,882 410,047 51,176 182,899 1,379,281 (8,771) (57) 5,363 - 410,047 - 182,899 1,358,767 - - - - - - - - - - - 16,176 268,677 - - - - - - 1,951,713 16,176 268,677 Under Italian Civil Code Article 2431, the share premium reserve is fully distributable since the amount of the legal reserve is equal to or exceeds 20% of the share capital. Under Italian Legislative Decree 38/2005, Article 7, Euro 20.5 million of the retained earnings is not distributable. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 165 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 165 20/03/24 14:25 20/03/24 14:25 165165 Notes to the Consolidated Financial Statements Exchange rates The exchange rates against the Euro used for consolidation of the Statements of Financial Position and Statements of Profit or Loss whose presentation currency differed from that of the Consolidated Financial Statements as at December 31, 2023 and December 31, 2022 are listed hereunder: Currency UAE Dirham Australian Dollar Brazilian Real Canadian Dollar Swiss Franc Czech Koruna Danish Kronor GB Pound Hong Kong Dollar Japanese Yen Korean Won Kuwait Dinar Kazakhstani Tenge Moroccan Dirham Macau Pataca Mexican Peso Malaysian Ringgit New Zealand Dollar Norwegian Krone Philippine Peso Qatari Riyal Chinese Renminbi Romanian Leu Russian Ruble Saudi Riyal Swedish Kronor Singapore Dollar Thai Baht Turkish Lira Taiwan Dollar Ukrainian Hryvna US Dollar Vietnamese Dong South African Rand Average rate December 31 2023 Average rate December 31 2022 Closing rate December 31 2023 Closing rate December 31 2022 3.972 1.628 5.405 1.459 0.972 24.000 7.451 0.870 8.467 151.794 1,412.443 0.332 493.268 10.955 8.721 19.210 4.929 1.761 11.417 60.150 3.933 7.656 4.946 92.347 4.057 11.474 1.452 37.617 25.685 33.685 39.549 1.082 3.873 1.518 5.450 1.370 1.005 24.563 7.440 0.852 8.255 137.935 1,358.078 0.323 484.949 10.679 8.499 21.221 4.629 1.659 10.100 57.330 3.867 7.077 4.931 73.258 3.959 10.623 1.453 36.860 17.350 31.325 33.902 1.054 4.059 1.626 5.362 1.464 0.926 24.724 7.453 0.869 8.631 156.330 1,433.660 0.340 502.240 10.912 8.913 18.723 5.078 1.750 11.241 61.283 4.029 7.851 4.976 100.014 4.144 11.096 1.459 37.973 32.653 33.800 41.996 1.105 3.918 1.569 5.639 1.444 0.985 24.116 7.437 0.887 8.316 140.660 1,344.090 0.327 492.860 11.156 8.578 20.856 4.698 1.680 10.514 59.320 3.918 7.358 4.950 77.900 4.012 11.122 1.430 36.835 19.965 32.810 39.037 1.067 25,732.534 24,525.672 26,437.000 25,171.000 19.941 17.209 20.348 18.099 166166 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 166 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 166 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Auditor’s compensation The total fees and expenses recognised to Deloitte & Touche S.p.A. and its network for auditing the financial statements of the years ended December 31, 2023 and December 31, 2022 and for providing non-audit services are presented below (amounts in thousands of Euro): Type of service Audit firm Provided to Audit services Audit services Audit services Deloitte & Touche S.p.A. Prada S.p.A. Deloitte & Touche S.p.A. Subsidiaries Deloitte Network Subsidiaries Total audit fees to Deloitte Network Other advisory services Deloitte Network Other advisory services Deloitte Network Prada S.p.A. Subsidiaries Total non-audit fees to Deloitte Network twelve months ended December 31 2023 twelve months ended December 31 2022 514 227 967 1,708 756 111 867 475 133 1,147 1,755 374 124 498 Total compensation to Deloitte Network 2,575 2,253 39. Remuneration of Board of Directors, five highest paid individuals and Senior Managers Remuneration of Prada S.p.A. Board of Directors for the year ended December 31, 2023: (amounts in thousands of Euro) Directors’ fees Remuneration Bonuses and other incentives Benefits in kind Pension, healthcare and TFR contrbutions Patrizio Bertelli Paolo Zannoni Andrea Guerra Miuccia Prada Bianchi Andrea Bonini Lorenzo Bertelli Yoël Zaoui Marina Sylvia Caprotti Maurizio Cereda Pamela Yvonne Culpepper Anna Maria Rugarli Stefano Simontacchi 19,273 4,408 - 19,273 - - 147 147 133 133 113 4 - 24 - - 1,671 2,633 - 958 240 12 - - - - - - 692 182 - - - - - - - - 44 - 34 15 - - - - - - 27 5 1,295 27 157 62 27 - 5 27 15 - Total 19,300 4,437 5,643 19,300 1,841 499 186 147 138 160 128 4 Total 43,631 2,905 3,507 93 1,647 51,783 The Board Remuneration includes the allocation of the amounts decided at the General Meeting on April 27, 2023, and the additional remuneration approved by the Board of Directors, with the agreement of the Board of Statutory Auditors, in view of the specific duties carried out by each Director. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 167 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 167 20/03/24 14:25 20/03/24 14:25 167167 Notes to the Consolidated Financial StatementsRemuneration of Prada S.p.A. Board of Directors for fiscal year ended December 31, 2022: (amounts in thousands of Euro) Directors’ fees Remuneration Bonuses and other incentives Benefits in kind Pension, healthcare and TFR contrbutions Paolo Zannoni Miuccia Prada Bianchi Patrizio Bertelli Lorenzo Bertelli Andrea Bonini Stefano Simontacchi Marina Sylvia Caprotti Yoël Zaoui Maurizio Cereda Pamela Yvonne Culpepper Anna Maria Rugarli 1,500 18,120 18,120 - 8 54 89 110 80 92 73 24 - - 236 1,176 - - - - - - - - - 141 682 - - - - - - - - - 11 14 - - - - - - 4 25 25 61 234 2 (8) 13 3 21 12 Total 1,528 18,145 18,145 449 2,114 56 81 123 83 113 85 Totale 38,246 1,436 823 25 392 40,922 Remuneration of five highest paid individuals The Group’s five highest paid individuals included three Board of Director members for 2023 and two Board Members for 2022. The total remuneration of the remaining two highest paid individuals for the twelve months ended December 31, 2023 and the remaining three highest paid individuals for the twelve months ended December 31, 2022 is set forth below: (amounts in thousands of Euro) Remuneration and other benefits Bonuses and other incentives Non-monetary benefits Pension/social security, healthcare and TFR contributions Total twelve months ended December 31 2023 twelve months ended December 31 2022 15,463 16,788 271 301 21,230 8,205 263 137 32,823 29,835 Excluding the remuneration of the Board of Directors’ members, the remuneration of the highest paid individuals by range of amount is as follows: Less than HKD 8,000,000 Between HKD 8,000,000 and HKD 20,000,000 Between HKD 20,000,000 and HKD 50,000,000 More than HKD 50,000,000 Total individuals 168168 twelve months ended December 31 2023 twelve months ended December 31 2022 - - 1 1 2 - 1 - 2 3 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 168 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 168 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 Senior Managers remuneration The remuneration of the Senior Managers is as follows: (amounts in thousands of Euro) Remuneration and other benefits Bonuses and other incentives Non-monetary benefits Pension / social security, healthcare and TFR contributions Total There were 26 Senior Managers as of December 31, 2023, as in 2022. The remuneration range of the Senior Managers is as follows: Less than HKD 4,000,000 between HKD 4,000,000 and HKD 8,000,000 between HKD 8,000,000 and HKD 16,000,000 between HKD 16,000,000 and HKD 50,000,000 more than HKD 50,000,000 Total individuals twelve months ended December 31 2023 twelve months ended December 31 2022 23,133 20,518 1,104 2,597 28,629 13,395 1,985 2,874 47,352 46,883 twelve months ended December 31 2023 twelve months ended December 31 2022 8 14 2 1 1 26 6 12 5 1 2 26 The above table does not include the remuneration of Senior Managers who are also Directors. The amounts reported in the tables setting forth the remuneration of the Board of Directors, five highest paid individuals and Senior Managers are those recognised in the Statement of Profit or Loss. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 169 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 169 20/03/24 14:25 20/03/24 14:25 169169 Notes to the Consolidated Financial Statements40. Related party transactions The Group carries out transactions with companies classifiable as related parties according to IAS 24, “Related Party Disclosures”. In the twelve months ended December 31, 2023, these transactions referred primarily to the purchase or sale of finished and semi-finished products and raw materials, the supply of services, loans and leases. The following tables present the effect of related-party transactions on the Consolidated Financial Statements in terms of end-of-year Statement of Financial Position balances and total transactions affecting the Statement of Profit or Loss. Statement of financial position balances as of December 31, 2023 Receivables from, and advances to, related parties – current Receivables from, and advances to, related parties – non-current Trade receivable, net Right of use assets Trade payables Payables to related parties – current Lease liability Other liabilities (amounts in thousands of Euro) Les Femmes S.r.l. Filati Biagioli Modesto S.p.A. Luigi Fedeli e Figlio S.r.l Spelm Sa Rubaiyat Modern Lux.Pr.Co. Ltd Immobiliare Rivalsa S.p.A. (*) Ludo Due S.r.l. Peschiera Immobiliare S.r.l. Premiata S.r.l. Conceria Superior S.p.A. Perseo S.r.l. Al Tayer Group Llc Al Tayer Insignia Llc Danzas Llc Al Sanam Rent a Car Llc Prada Holding S.p.A. PH-RE Llc Others Members of the Board of Directors of Prada S.p.A. 716 59 - - - - - - - - - - 1,016 - - 57 - 4 - 2 - - - - - - 1 - - - - - - - - 135 - - - - - - - - - - - - - - - - - - - - - - - - - 3,415 - 29,521 7,940 2,474 - - - - - - - - 161,391 - - 2,470 171 2 - 55 - - 41 187 2,317 252 17 145 113 2 - - - - - - - - 3,428 - - - - - - - 2,425 - - - - - - - - - 3,486 - 22,964 8,830 3,009 - - - - - - - - 185,114 - - - - - - - - - - - - - - - 5 - - - - 8,575 204,741 5,772 5,853 223,403 8,580 Total at December 31, 2023 1,852 138 (*) Immobiliare Rivalsa S.p.A., previously an independent third party that owns a real estate property in Milan leased by the Company since 2019, was acquired in 2023 by a subsidiary of Prada Holding S.p.A. (the “Acquisition”). The right of use asset and lease liability amounts are recognised under a lease agreement entered into between the Company and Immobiliare Rivalsa S.p.A. prior to the Acquisition. 170170 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 170 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 170 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Statement of financial position balances as of December 31, 2022 Receivables from, and advances to, related parties – current Receivables from, and advances to, related parties – non-current Trade receivable, net 599 27 - - - - - - - 736 - - 18 - 2 - 6 1,125 2,218 - - - - - - - - - - - 149 - - - - - - - - - - - - - - - - - (amounts in thousands of Euro) Les Femmes S.r.l. Filati Biagioli Modesto S.p.A. Spelm Sa Rubaiyat Modern Lux.Pr.Co. Ltd Ludo Due S.r.l. Peschiera Immobiliare S.r.l. Premiata S.r.l. Conceria Superior S.p.A. Perseo S.r.l. Al Tayer Insignia Llc Danzas Llc Al Sanam Rent a Car Llc Prada Holding S.p.A. PH-RE Llc Others Members of the Board of Directors of Prada S.p.A. Right of use assets - - 3,795 - 9,282 2,882 - - - - - - 73 196,766 - - Payables to related parties – current Trade payables Lease liability Other liabilities 1,944 67 - - - 45 195 3,056 225 12 93 1 - - 2 - - - - 1,055 - - - - - 2,513 - - - - - - - - 3,858 - 10,242 3,460 - - - - - - 73 221,687 - - - - - - - - - - - - 61 - - - - 4,405 Total at December 31, 2022 1,382 2,373 1,125 212,798 5,640 3,568 239,320 4,466 Statement of profit or loss transactions for the twelve months ended December 31, 2023 (amounts in thousands of Euro) Les Femmes S.r.l. Filati Biagioli Modesto S.p.A. Luigi Fedeli e Figlio S.r.l. Spelm Sa Rubaiyat Modern Lux.Pr.Co. Ltd Immobiliare Rivalsa S.p.A. (*) Ludo Due S.r.l. Peschiera Immobiliare S.r.l. Premiata S.r.l. Conceria Superior S.p.A. Perseo S.r.l. Al Tayer Group Llc Al Tayer Insignia Llc Danzas Llc Al Sanam Rent a Car Llc Prada Holding S.p.A. PH-RE Llc Others Net revenues Cost of goods sold General, admin. & selling costs (income) Interest income Interest expenses - - - - - - - - - - - - 3,187 - - 22 - 2 8,730 4,327 2 - - - - 47 54 12,996 714 - - 254 - - - - - 113 - 591 - 1,206 1,115 575 720 172 - 297 139 170 12 73 16,119 - 11 77 - - - - - - - - - - - - - - - - - - - 30 56 75 118 27 - - - - 124 - - 2 1,805 - Total at December 31, 2023 3,211 27,124 21,302 88 2,237 (*) Immobiliare Rivalsa S.p.A., previously an independent third party that owns a real estate property in Milan leased by the Company since 2019, was acquired in 2023 by a subsidiary of Prada Holding S.p.A. (the “Acquisition”). The right of use asset and lease liability amounts are recognised under a lease agreement entered into between the Company and Immobiliare Rivalsa S.p.A. prior to the Acquisition. 171171 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 171 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 171 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial StatementsStatement of profit or loss transactions for the twelve months ended December 31, 2022 (amounts in thousands of Euro) Net revenues Cost of goods sold General, admin. & selling costs (income) Interest income Interest expenses Les Femmes S.r.l. Filati Biagioli Modesto S.p.A. Spelm Sa Ludo Due S.r.l. Peschiera Immobiliare S.r.l. Premiata S.r.l. Conceria Superior S.p.A. Perseo S.r.l. Al Tayer Group Llc Al Tayer Insignia Llc Danzas Llc Al Sanam Rent a Car Llc Prada Holding S.p.A. PH-RE Llc - - - - - - - - - 2,523 - - - - 7,479 4,150 - - 44 131 14,837 817 - - 116 - - - 47 48 572 1,119 559 724 39 - 92 135 142 11 68 17,739 11 36 - - - - - - - - - - - - - - 34 131 31 - - - - - - - 1 2,133 Total at December 31, 2022 2,523 27,574 21,295 47 2,330 The foregoing tables report information on transactions with related parties in accordance with IAS 24, “Related Party Disclosures”, while the following transactions also fall within the scope of application of the Hong Kong Stock Exchange Listing Rules. The transactions with related party PH-RE llc (formerly PABE-RE llc) refer to the transaction between such company and Prada Japan co ltd in relation to the lease of two buildings in Aoyama, Tokyo for Prada and Miu Miu stores. The transactions reported for the twelve months ended December 31, 2023 are regulated by Chapter 14A of the Listing Rules because they are considered continuing connected transactions subject to disclosure, but they are exempt from the independent shareholders’ approval requirement. As required by the Listing Rules, comprehensive disclosure of those continuing connected transactions is contained in Prada S.p.A.’s Announcements dated, respectively, July 15, 2015 (“Prada Aoyama”) and May 26, 2017 (“Miu Miu Aoyama”). Apart from the non-exempt continuing connected transactions and non-exempt connected transactions reported above, no other transaction reported in the 2023 consolidated financial statements meets the definition of “connected transaction” or “continuing connected transaction” contained in Chapter 14A of the Hong Kong Stock Exchange Listing Rules or, if it does meet the definition of “connected transaction” or “continuing connected transaction” according to Chapter 14A, it is exempt from the announcement, disclosure and independent shareholders’ approval requirements laid down in Chapter 14A. 41. Financial trend (amounts in thousands of Euro) December 31 2023 December 31 2022 December 31 2021 December 31 2020 December 31 2019 Net revenues Gross margin Operating income - (EBIT) Net income / (loss) - Group Total assets Total liabilities Net equity attributable to owners of the Group 4,726,411 3,801,771 1,061,692 671,026 7,615,051 3,738,242 3,853,795 4,200,674 3,312,094 775,990 465,193 7,377,578 3,876,556 3,482,217 3,365,667 2,547,358 489,484 294,254 6,959,011 3,830,368 3,113,894 2,422,739 1,743,378 20,061 (54,139) 6,527,927 3,676,207 2,832,057 3,225,594 2,319,612 306,779 255,788 7,038,439 4,049,864 2,967,158 172172 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 172 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 172 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023 42. Consolidated companies Share capital (000s of local currency) Local currency % Interest Registered office Principal place of operation Date of incorporation / establishment (MM/DD/YYYY) Main business Company Italy Prada S.p.A. Artisans Shoes S.r.l. (*) IPI Logistica S.r.l. (*) Marchesi 1824 S.r.l. (*) Figline S.r.l. (*) Luna Rossa Challenge S.r.l. (*) Europe Prada Retail UK Ltd (*) Prada Germany Gmbh (*) Prada Austria Gmbh (*) Prada Spain Sl (*) Prada Retail France Sas (*) Prada Hellas Sole Partner Llc (*) Prada Monte-Carlo Sam (*) Prada Sa (*) Prada Company Sa Prada Netherlands Bv (*) EUR EUR EUR EUR EUR EUR GBP EUR EUR EUR EUR EUR EUR EUR EUR EUR 255,882 Milan 1,000 600 1,000 535 66.7 Montegranaro 100 100 100 Milan Milan Milan 10 100 Grosseto Italy Italy Italy Italy Italy Italy Group Holding / Manufacturing / Services / Distribution / Retail 02/09/1977 Manufacturing 01/26/1999 Services 07/10/2013 Food & Beverage 07/24/2019 Manufacturing 12/01/2021 Management sailing team 5,000 215 40 240 7,252 4,350 100 100 100 100 100 100 London Munich Wien Madrid Paris Athens 2,000 100 Monaco U.K. 01/07/1997 Retail Germany 03/20/1995 Retail / Services Austria Spain France Greece Principality of Monaco 03/14/1996 05/14/1986 10/10/1984 12/19/2007 Retail Retail Retail Retail 05/25/1999 Retail 31 3,204 20 100 100 100 Luxembourg Switzerland 07/29/1994 Trademarks / Services Luxembourg Luxembourg 04/12/1999 Services Amsterdam Netherlands 03/27/2000 Retail Czech Republic Portugal Russian Federation Turkey Ukraine Sweden 06/25/2008 Retail 08/07/2008 Retail 11/07/2008 Retail 02/26/2009 10/14/2011 12/18/2012 Retail Retail Retail Retail Retail Switzerland 09/28/2012 Kazakhstan 06/24/2013 U.K. France 02/07/2013 Real Estate 08/19/2014 Manufacturing Belgium Romania 05/19/2015 12/04/2015 Retail Retail 04/15/2016 Manufacturing San.Marino 04/15/2021 Norway 09/01/2022 Retail Retail Copenhagen Denmark Prada Czech Republic Sro (*) CZK 2,500 100 Prague Prada Portugal Unipessoal Lda (*) Prada Rus Llc (*) Prada Bosphorus Deri Mamuller Ltd Sirketi (*) Prada Ukraine Llc (*) Prada Sweden Ab (*) Prada Switzerland Sa (*) Prada Kazakhstan Llp (*) Kenon Ltd (*) Tannerie Limoges Sas (*) Prada Denmark Aps (*) Prada Belgium Sprl (*) Hipic Prod Impex Srl (*) Prada San Marino (*) Prada Norway As (*) Luna Rossa Challenge 2024 Sl Church UK Retail Ltd Church & Co. Ltd (*) Church & Co. (Footwear) Ltd Church Germany Gmbh EUR RUB TRY UAH SEK CHF KZT GBP EUR DKK EUR RON EUR NOK EUR GBP GBP GBP EUR 5 250 353,000 240,000 500 24,000 500,000 84,000 600 26,000 4,075 25,471 26 30 10 0.001 2,811 44 200 100 Lisbon 100 Moscow Istanbul Kiev Stockholm Lugano Almaty London Isle Brussels Sibiu Falciano Oslo 100 100 100 100 100 100 60 100 100 100 100 100 100 100 100 100 100 Barcelona Northampton Northampton Northampton Spain U.K. U.K. U.K. 06/27/2023 Management sailing team 07/16/1987 Under liquidation 01/16/1926 Manufacturing / Services 03/06/1954 Trademarks Munich Germany 09/18/2018 Under liquidation 173173 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 173 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 173 20/03/24 14:25 20/03/24 14:25 Notes to the Consolidated Financial StatementsShare capital (000s of local currency) Local currency % Interest Registered office Principal place of operation Date of incorporation / establishment (MM/DD/YYYY) Main business Company Americas Prada USA Corp. (*) USD 579,211 100 New York U.S.A. 10/25/1993 Distribution / Services / Retail Distribution / Retail CAD USD USD 300 85 86,592 100 100 100 Toronto New York New York Canada U.S.A. U.S.A. 05/01/1998 09/08/1930 Retail 02/18/1997 Real Estate MXN 269,140 100 Mexico City Mexico 07/12/2011 Retail BRL 340,000 100 Sao Paulo Brazil 04/12/2011 Retail MXN USD USD EUR HKD TWD MYR SGD KRW THB JPY USD USD AUD RMB 7,203 30 2,011 1,600 3,000 3,800 36,000 1,000 8,125,000 572,000 1,200,000 0.001 1,405 13,500 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Mexico City Panama Oranjestad Mexico Panama Aruba 02/27/2014 Dormant 09/15/2014 Dormant 09/25/2014 Retail Retail Gustavia St. Barthelemy 04/01/2016 Hong Kong Hong Kong S.A.R., P.R.C. 09/12/1997 Retail / Services Hong Kong Taiwan P.R.C. 09/16/1993 Retail Kuala Lumpur Malaysia 01/23/2002 Singapore Singapore 10/31/1992 South Korea 11/27/1995 Thailand Japan Guam 06/19/1997 03/01/1991 02/04/2021 Retail Retail Retail Retail Retail Retail Seoul Bangkok Tokyo Guam Northern Marianas Islands Sydney Saipan Australia 01/20/2021 04/21/1997 Retail Retail 1,653 100 Shanghai P.R.C. 02/09/2004 Dormant Prada Canada Corp. (*) Church & Co. (USA) Ltd Post Development Corp (*) Prada Retail Mexico, S. de R.L. de C.V. Prada Brasil Importação e Comércio de Artigos de Luxo Ltda (*) PRM Services S. de R.L. de C.V. (*) Prada Panama Sa (*) Prada Retail Aruba Nv (*) Prada Saint Barthelemy Sarl (*) Asia-Pacific and Japan Prada Asia Pacific Ltd (*) Prada Taiwan Ltd Prada Retail Malaysia Sdn. Bhd. (*) Prada Singapore Pte Ltd (*) Prada Korea Llc (*) Prada (Thailand) co Ltd (*) Prada Japan co Ltd (*) Prada Guam Llc Prada Saipan Llc (*) Prada Australia Pty Ltd (*) Prada Trading (Shanghai) co Ltd (***) Prada Fashion Commerce (Shanghai) co Ltd (***) Prada Dongguan Trading Co., Ltd (***) Prada New Zealand Ltd (*) Prada Vietnam Limited Liability Company (*) Church Hong Kong Retail Ltd HKD 29,004 100 Hong Kong Hong Kong S.A.R., P.R.C. 06/04/2004 Dormant RMB 924,950 100 Shanghai P.R.C. 10/31/2005 Retail RMB NZD 8,500 3,500 100 100 Dongguan P.R.C. 11/28/2012 Services Wellington New Zealand 07/05/2013 Retail VND 146,246,570 100 Hanoi 09/09/2014 Retail Vietnam Macau S.A.R., P.R.C. Prada Macau Co Ltd Prada Philippines Inc. (*) MOP PHP 25 380,000 100 60 Macau Manila Philippines 10/10/2023 01/22/2015 Retail Retail 174174 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 174 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 174 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023Share capital (000s of local currency) Local currency % Interest Registered office Principal place of operation Date of incorporation / establishment (MM/DD/YYYY) Main business AED AED KWD QAR SAR 18,000 300 50 15,000 26,666 60 29.4 29.4 100 75 Jebel Ali Free Zone Dubai Kuwait City Doha Jeddah U.A.E. U.A.E. Kuwait Qatar 05/25/2011 08/04/2011 09/18/2012 02/03/2013 Saudi Arabia 07/02/2014 Distribution / Services Retail Retail Retail Retail Company Middle East Prada Middle East Fzco (*) Prada Emirates Llc (**) Prada Kuwait Wll (**) Prada Retail Wll (*) Prada Saudi Arabia Ltd (*) Other countries Prada Maroc Sarlau (*) MAD 95,000 100 Casablanca Morocco 11/11/2011 Under liquidation Prada Retail South Africa pty Ltd (*) ZAR 50,000 100 Sandton South Africa 06/09/2014 Dormant (*) Company owned directly by Prada S.p.A. (**) Company consolidated based on definition of control per IFRS 10 (***) Wholly foreign owned enterprises 43. Disclosures regarding non-controlling interests The financial information of companies not entirely controlled by the Group is provided below, as required by IFRS 12. The amounts are stated before the consolidation adjustments. December 31, 2023 financial statements (amounts in thousands of Euro): Company Artisans Shoes S.r.l. Prada Emirates Llc Prada Middle East Fzco Prada Kuwait Wll Prada Saudi Arabia Ltd Tannerie Limoges Sas Group's percentage interest 66.7 29.4 60 29.4 75 60 Local currency Total assets Total equity Net revenues Net income/ (loss) EUR AED AED KWD SAR EUR 40,351 141,903 127,346 44,829 30,495 9,729 6,167 (505) 55,052 4,957 4,562 264 59,936 128,257 87,175 19,941 10,921 9,850 423 6,348 3,289 823 (746) - December 31, 2022 financial statements (amounts in thousands of Euro): Company Artisans Shoes S.r.l. Prada Emirates Llc Prada Middle East Fzco Prada Kuwait Wll Prada Saudi Arabia Ltd Tannerie Limoges Sas Group's percentage interest 66.7 29.4 60 29.4 75 60 Local currency Total assets Total equity Net revenues Net income/ (loss) EUR AED AED KWD SAR EUR 28,256 92,773 128,875 34,537 25,600 9,051 6,494 (6,960) 53,698 4,315 5,467 155 61,781 109,213 104,884 22,760 14,301 8,927 425 6,650 6,914 1,241 54 34 Dividends paid to non- controlling shareholders (250) - - - - - Dividends paid to non- controlling shareholders (599) - - - - - There were no significant restrictions on the Group’s ability to access or use assets or to settle liabilities at the end of the reporting period. PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 175 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 175 20/03/24 14:25 20/03/24 14:25 175175 Notes to the Consolidated Financial StatementsIn 2011, Prada S.p.A. and Al Tayer Insignia llc (“Al Tayer”) stipulated an agreement expiring on December 31, 2021 to develop the Prada and Miu Miu brands in the Middle East retail business (the “joint venture”). That agreement resulted in the establishment of subsidiary Prada Middle East fzco, followed by Prada Emirates llc and Prada Kuwait llc. During the financial year 2023, Prada and Al Tayer managed the joint venture under principles of ordinary administration while negotiating the expired contractual terms. In September 2023 Prada and Al Tayer signed a new JV agreement that provides for the acquisition by Prada S.p.A. of an additional 19% of the shares held by Al Tayer, bringing the Prada S.p.A.’s stake in Prada Middle East fzco to 79% with effect from the registration date of the share transfer on the local authority register (JAFZA’s portal). The above mentioned registration took place on January 9, 2024 and, based on the agreed terms, on January 10, 2024 Prada paid the consideration agreed for the share transfer, that has been defined for an amount that does not exceed the corresponding non-controlling interest in equity stated in the financial statement. 44. Events after the reporting date No significant events to be reported. 176176 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 176 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 176 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023CHAPTER 10 Independent Auditor's Reports PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 177 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 177 20/03/24 14:25 20/03/24 14:25 Independent Auditor’s Reports The Independent Auditor’s Reports included in this Annual Report are in two different formats taking into account the differences between the International Auditing Standards (ISAs) issued by the International Auditing and Assurance Standard Boards (IAASB) and the auditing standards adopted in the Italian jurisdiction (ISA Italia). Specifically, in accordance to the regulations applicable in Hong Kong, where the Company’s shares are listed on the Main Board of the Hong Kong Stock Exchange, the Independent Auditor’s report is issued in accordance with ISAs, while in Italy, where the Company is domiciled, the Independent Auditor’s report is issued for statutory purposes in accordance with ISA Italia pursuant to art. 14 of Italian Legislative Decree no 39 of January 27, 2010. 178178 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 178 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 178 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023                                                       PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 179 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 179 20/03/24 14:25 20/03/24 14:25 179179 Independent Auditor's Reports                                                   180180 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 180 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 180 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023                                                        PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 181 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 181 20/03/24 14:25 20/03/24 14:25 181181 Independent Auditor's Reports                                                   182182 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 182 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 182 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 183 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 183 20/03/24 14:25 20/03/24 14:25 183183 Independent Auditor's Reports                              #jIZd_ab"*Jb`_^bZEZ\ZdZJb"K_a"dYJ"#jIZd"                           184184 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 184 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 184 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023                                                   PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 185 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 185 20/03/24 14:25 20/03/24 14:25 185185 Independent Auditor's Reports                                              186186 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 186 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 186 20/03/24 14:25 20/03/24 14:25 ANNUAL REPORT2023PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 187 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 187 20/03/24 14:25 20/03/24 14:25 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 188 PradaGroup_AR 2023_NUOVO LAYOUT-DRAFT_19 mar.indd 188 20/03/24 14:25 20/03/24 14:25 A N N U A L R E P O R T 2 0 2 3

Continue reading text version or see original annual report in PDF format above