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

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

Remuneration 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 committee for the remuneration of the directors (“Directors”) andsenior management (“Senior Management”) of PRADA S.p.A. (the “Company”),
established by the Board of Directors pursuant to article 21.7 of the Company’s Bylaws (the “Remuneration Committee” or the “Committee”).

1.2

To 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 Remuneration Committee shall be appointed and replaced byresolution of the Board of Directors, which shall resolve also upon their remuneration.

2.2

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

2.3

The members of the Remuneration Committee must have adequate expertise inrelation to the tasks they have to perform, and at least one of the members of theCommittee must have adequate knowledge and experience in financial matters orremuneration policies. The competences of all members of the Remuneration
Committee are assessed by the Board of Directors at the time of their appointment.

2.4

The Remuneration Committee shall appoint among the independent non-executive
directors 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 Remuneration 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 Remuneration 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 Remuneration 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.

1Remuneration Committee Terms of Reference

2.7

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

3.

ARTICLE 3

DUTIES
3.1

The Remuneration Committee is an advisory and proposing body established within
the Board of Directors with the task of supporting the Board in matters concerning
the remuneration of directors and executives with strategic responsibilities (“SeniorManagement”), by formulating opinions, recommendations and proposals.

3.2

The Committee shall carry out the following tasks:(i)makes recommendations to the Board of Directors regarding (a) theremuneration policy and structure for Directors and Senior Management; and(b) the establishment of a formal and transparent procedure for thedevelopment of the remuneration policy;(ii)

with reference to point (i) above, monitors the concrete enforcement of thedecisions adopted by the Board of Directors and verifies, in particular, theactual achievement of the performance objectives;(iii)

reviews and approves the remuneration proposals for Senior Management,with reference to the objectives and purpose defined by the Board of Directors;(iv)

makes recommendations or expresses opinions to the Board of Directors
regarding: (a) the total remuneration packages (including, for example, benefits,pensions, compensation payments, including any compensation payable for loss
or termination of their office or appointment, and other allowances) of individual
executive Directors, other Directors who hold particular offices and Senior
Management, and (b) the setting of performance objectives related to thevariable component of such remuneration. The Committee shall consult theChairperson of the Board of Directors and/or the Chief Executive Officer(s) about
their remuneration proposals for other executive Directors;(v)

makes recommendations or expresses opinions to the Board of Directors,
supported by other internal committee, regarding the setting of parameters forthe decision on the variable component of the remuneration related to theobjectives achieved on sustainable development in the Company processes, aswell as for the identification, evaluation, and management of sustainability
goals and policies, risks, and opportunities with respect to environment, social,and governance;(vi)

makes recommendations to the Board of Directors on the remuneration of nonexecutive Directors;

2Remuneration Committee Terms of Reference(vii) defines and approves the compensation and indemnities to be paid to executive
Directors and managers with strategic responsibilities for the loss or terminationof their office or appointment, also ensuring that such compensation andindemnities are consistent with the provisions of the agreement that regulates
the relevant office or appointment and, in any case, fair, adequate and notexcessive for the Company;(viii) reviews and approves compensation agreements relating to the dismissal orremoval from office for misconduct or resignation of a Director to ensure thatthey are consistent with contractual terms and are otherwise reasonable andappropriate;)(ix)

takes into account the remuneration paid by comparable companies, as wellas the time commitment, contractual terms, responsibilities, employment
conditions and working hours applied in Group companies;(x)

ensures that each Director and his associates and/or related parties are not
involved in decisions regarding that Director’s own remuneration;(xi)

assists the Board of Directors: (a) in the development and definition of any
incentive plans, stock option plans and other long-term plans to be submitted
to the Board of Directors for approval; (b) in the definition of the relevant
technical aspects related to the drafting and application of the plans referred toin letter (a) above, and (c) in the assessments regarding the incentive systemdeemed most appropriate (stock option plans, other share-based plans);(xii) supervises the application of the incentive systems, stock option plans, and otherlong-term plans adopted by the Company from time to time, the methods forchoosing participants in the plans, the identification of the objectives and thedetermination of the bonuses as better described in the respective plans;(xiii) verifies the achievement of the results envisaged by the various annual and longterm incentive plans and approves the payment of incentives;(xiv) expresses an opinion on particular and specific matters regarding
remuneration, for which the Chief Executive Officer(s) request an examinationby the Committee;(xv) 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;(xvi) for any service contract to be granted by the Company or any of its subsidiaries
to any Director or proposed Director of the Company or any of its subsidiaries
which: (a) is for a duration that may exceed three years; or (b) in order to entitle
the Company to terminate the contract, expressly requires the Company to givea period of notice of more than one year or to pay compensation or make otherpayments equivalent to more than one year’s emoluments, forms a view inrespect thereof and advises shareholders as to whether the terms are fair andreasonable, in the interests of the Company and its shareholders as a whole andon how to vote;(xvii) shall perform any additional duties assigned to it by the Board of Directors.
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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 Remuneration Committee shall report to the Board ofDirectors on any use of funds at least once a year.

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 Remuneration 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 Remuneration Committee
established with the Company Secretary, in coordination with the meetings of theBoard of Directors 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 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 the Corporate
Affairs to the Chairperson of the Board of Statutory Auditors and, in the case as
referred to in 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

Remuneration Committee meetings are chaired by the Chairperson, or in his/herabsence or impediment, by the member chosen by those present at the beginning of
the meeting, who shall direct, coordinate and moderate the discussion.

4.5

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

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4.6The Chairperson of the Company and/or the Chief Executive Officer(s), who are notmembers of the Remuneration 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 theRemuneration Committee, including external third parties, whose attendance may beof assistance to the best performance of the duties of the Remuneration 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 Remuneration Committee they are invited to attend. The Chairpersonof the Board of Statutory Auditors (or another Statutory Auditor designated by thesame) is entitled to attend the meetings of the Committee.

4.7

In the event that the attendee has a personal interest or has an interest on behalf ofthird parties with reference to the subject matter of the resolution, he/she shall informthe Committee and the provisions of Article 2391 of the Italian Civil Code shall apply.
It is understood that no Director shall take part in the Committee meetings in which
proposals are made to the Board of Directors regarding his/her own remuneration.

4.8

Meetings of the Remuneration Committee may also be held exclusively by means oftelecommunications, provided that all the attendees can be identified and that such
identification is recorded in the relevant minutes and that they are able to follow thediscussion, participate in real time in the discussion of the items on the agenda, voteby open vote (voto palese) in the cases in which a vote is taken, and view, receive andsend documents. Meetings of the Remuneration Committee are considered validly
held even if the Secretary and the Chairperson are in different places. In this case,the meeting is considered to have been held in the place where the Chairperson isbased.

4.9

For meetings of the Remuneration Committee to be validly constituted, the absolutemajority of the 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.

4.10 The Secretary of the Remuneration Committee should prepare minutes of themeetings in sufficient detail of the matters considered and decisions reached,including any concerns raised or dissenting views expressed. Draft minutes aresubmitted to the Chairperson and the other members of the Remuneration
Committee for comments within a reasonable time after the meeting is held, and theminutes are generally approved at the next meeting of the Committee. The
Chairperson of the meeting and the Secretary sign the minutes of the meetings which
are kept by the Secretary in chronological order. Final versions of minutes of themeetings should be sent to all members of the Committee for their records within areasonable time after the meeting.

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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 Remuneration Committee is convened and published on the websiteof the 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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