TERMS OF REFERENCE OF
THE NOMINATION COMMITTEEOFPRADA S.p.A.

Approved by the Board of Directors of PRADA S.p.A. on July 28, 2022

Nomination Committee Terms of Reference

1.

ARTICLE 1

PURPOSE AND SCOPE
1.1

These terms of reference (the “Terms of Reference”) govern the constitution, functions
and duties of the nomination committee for the appointment of directors (“Directors”)
of PRADA S.p.A. (the “Company”), established by the Board of Directors pursuant toarticle 21.7 of the Company’s By-laws (the “Nomination Committee” or the“Committee”).

1.2To the extent not expressly set out in and so far as consistent with these Terms ofReference, reference is made to the laws and the Company’s By-laws governing theoperation and functions of the Board of Directors and the Rules Governing the Listingof Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

2.

ARTICLE 2

APPOINTMENT AND COMPOSITION
2.1

The members of the Nomination Committee shall be appointed and replaced byresolution of the Board of Directors, which shall resolve also upon their remuneration.

2.2

The Nomination Committee shall consist of a minimum of 3 (three) and a maximumof 5 (five) members, chosen among the members of the Company’s Board of Directors,
the majority of whom shall be independent non-executive Directors, i.e., meeting theindependence requirements set forth in Rule 3.13 of the Listing Rules.

2.3

The members of the Nomination Committee must have adequate expertise in relation
to the tasks they have to perform. The competences of all members of the Nomination
Committee are assessed by the Board of Directors at the time of their appointment.

2.4

The Nomination Committee shall appoint among the independent non-executiveDirectors a chairperson (the “Chairperson”), who is responsible for coordinating andplanning the activities of the Committee and conducting its meetings.

2.5

The Directors agree to serve as a member of the Nomination Committee only if they
believe they can devote sufficient time and make contributions to the Company thatare commensurate with their role and board responsibilities.

2.6

If, for any reason whatsoever, including as a result of the termination of their office
as a Director, one or more members of the Nomination Committee cease to holdoffice, the Board of Directors of the Company shall replace them without delay at thefirst relevant meeting, in accordance with the provisions set out in the preceding
paragraphs. The term of office of the members of the Nomination Committee
appointed to replace those who have ceased to serve shall expire at the same time asthat of the members in office at the time of their appointment, unless the Board ofDirectors determines otherwise at the time of their appointment.

2.7

Unless otherwise determined by the Board of Directors at the time of theirappointment, the term of office of the members of the Nomination Committee shallbe the same as that of the Board of Directors to which they belong, and the earlytermination of the office of any Director, for whatever reason, shall result in his/her
simultaneous and automatic termination as a member of the Nomination Committee.

1Nomination Committee Terms of Reference

3.

ARTICLE 3

DUTIES
3.1

The Nomination Committee is an advisory and proposing body established within theBoard of Directors with the task of assisting the Board in identifying the best
composition and size of the Board of Directors, indicating the professional figures
whose attendance may favour the correct and effective functioning of the Company,
by formulating opinions, recommendations and proposals.

3.2

The Committee shall carry out the following tasks:(i)reviews annually the structure and composition of the Board of Directors, aswell as the number of Directors (including their skills, knowledge andexperience), and makes proposals regarding changes to the composition of theBoard of Directors, in order to ensure the full implementation of the Company’s
corporate governance strategy;(ii)

identifies individuals who are qualified as candidates to serve as Directors andselects or makes recommendations to the Board of Directors on thesecandidates;(iii)

assists with the annual review of the independence of the independent nonexecutive Directors;(iv)

makes proposals to the Board of Directors regarding the appointment orreappointment of Directors and the preparation of the succession plan for
Directors, in particular the Chairperson of the Board of Directors and the Chief
Executive Officer(s);(v)

reviewing the Board of Directors Diversity Policy and any measurable objectives for
implementing such policy as may be adopted by the Board of Directors from timeto time and to review the progress on achieving the objectives; and to makedisclosures of its progress on its review results in the corporate governance report ofthe Company;(vi)

periodically verifies, following changes in laws and/or regulations or when it
deems it necessary, the adequacy of these Terms of Reference and submits to
the Board of Directors any proposals for amendments or additions;(vii) performs any additional duties assigned to it by the Board of Directors.
3.3

The Committee is entitled to access the information and company departments
necessary for the performance of its duties and may have access to sufficient financial
resources and make use of independent external consultants at the Company’sexpense, within the terms and limits of the budget established for this purpose by theBoard of Directors, as long as such independent external consultants are adequately
bound by confidentiality. The Nomination Committee shall report to the Board ofDirectors on any use of funds at least once a year.

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Nomination Committee Terms of Reference

3.4

The Chairperson of the Committee shall inform the Board of Directors, at the firstmeeting convened, on the activities carried out by the Committee. The Committee
shall make available in a timely manner any documentation necessary to enable theBoard of Directors to make informed decisions on the matters examined by theCommittee.

4.

ARTICLE 4

CALL OF THE MEETING, CONDUCT AND REPORTING
4.1

The Nomination Committee shall meet, upon call by the Chairperson, whenever heor she deems appropriate, or when requested by at least 2 (two) members, or inaccordance with the calendar of meetings of the Nomination Committee establishedwith the Company Secretary, in coordination with the meetings of the Board ofDirectors and the other Committees of the Company.

4.2

The notice of meeting, containing an indication of the day, time and place of themeeting and the list of topics to be discussed, should be given by the Chairperson or
the Secretary to the Committee members upon request of the Chairperson, at least 3(three) days before the date set for the meeting by e-mail or any other suitable means.
In cases of urgency, the deadline may be shorter. Any documents relating to the itemson the agenda shall be made available at the same time as the meeting is convened
or even subsequently, but in any case sufficiently in advance, except in exceptional
cases or for reasons of confidentiality. A copy of the notice should be sent by theCorporate Affairs to the Chairperson of the Board of Statutory Auditors and, in thecase as referred to in the following paragraph 4.6 below, also to the Chairperson of
the Board of Directors and to the Company’s Chief Executive Officer(s).

4.3

Meetings of the Committee may be held in the absence of a formal notice sent inaccordance with the above terms and procedures if all its members are present andno one objects to the discussion of the items on the agenda due to inadequate priorinformation.

4.4

Nomination Committee meetings are chaired by the Chairperson, or in his absence
or impediment, by the member chosen by those present at the beginning of themeeting, who shall direct, coordinate and moderate the discussion.

4.5

At the invitation of the Chairperson, the Company Secretary may attend meetings ofthe Nomination Committee in order to act as secretary of those meetings.
Alternatively, the Nomination Committee may - for one or more meetings – appoint aperson who is not a member of the Committee to serve as secretary (the “Secretary”).

4.6

The Chairperson of the Company and the Chief Executive Officer(s) who are notmembers of the Nomination Committee may be invited to attend meetings of theCommittee, provided that they do not have any personal interest in the matters to be
discussed and may not participate in voting at the Committee. The Chairperson ofthe Committee may, from time to time, invite any other person to the meetings of theNomination Committee, including external third parties, whose attendance may beof assistance to the best performance of the duties of the Nomination Committee,
provided that such external third parties respect the utmost confidentiality andprivacy with reference both to the matters dealt with and to the performance of themeetings of the Nomination Committee they are invited to attend. The Chairpersonof the Board of Statutory Auditors (or another Statutory Auditor designated by the3Nomination Committee Terms of Referencesame) is entitled to attend the meetings of the Committee.
4.7

Meetings of the Nomination Committee may also be held exclusively by means oftelecommunications, provided that all attendees can be identified, such identificationis recorded in the relevant minutes and that they are able to follow the discussion,
participate in real time in the discussion of the items on the agenda, vote by open votein the cases in which a vote is taken, and view, receive and send documents. Meetingsof the Nomination Committee are considered validly held even if the Secretary andthe Chairperson are in different places. In this case, the meeting is considered to havebeen held in the place where the Chairperson is based.

4.8

For meetings of the Nomination Committee to be validly constituted, the absolutemajority of its members in office is required. Resolutions are passed by an absolutemajority of votes; in the event of a tie, the vote of the person chairing the meetingshall be decisive. Votes may not be cast by proxy and each member is entitled to one
vote.

4.9

The secretary of the Nomination Committee should prepare minutes of the meetingsin sufficient detail of the matters considered and decisions reached, including any
concerns raised or dissenting views expressed. Draft minutes are submitted to theChairperson and the other members of the Nomination Committee for comments
within a reasonable time after the meeting is held, and minutes are generallyapproved at the next meeting of the Committee. The Chairperson of the meeting andthe Secretary sign the minutes of the meetings which are kept by the Secretary inchronological order. Final versions of minutes of the meetings should be sent to allmembers of the Committee for their records within a reasonable time after themeeting.

5.

ARTICLE 5

FINAL PROVISIONS
5.1

These Terms of Reference are available to the members of the Board of Directors andthe Board of Statutory Auditors at the registered office of the Company and at theplace where the Nomination Committee is convened and published on the website ofthe Company and the Hong Kong Stock Exchange.

5.2

Any amendments to these Terms of Reference must be approved by the Board ofDirectors of the Company.

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