Prada : 21/04/2016 Circular (Proposals for Approval of Audited Separate and Consolidated Financial Statements, Allocation of Net Income and Distribution of a Final Dividend, Integration of the Composition of the Board of Directors and Appointment of Auditor and Auditor’s Remuneration and Notice of Annual General Meeting)

3601470-t01circ

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in PRADA S.p.A., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Via A. Fogazzaro n. 28, 20135 Milan, Italy

Registry of Companies of Milan, Italy: No. 10115350158

(Incorporated under the laws of Italy as a joint-stock company)

(Stock Code: 1913)

PROPOSALS FOR APPROVAL OF AUDITED SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS ALLOCATION OF THE NET INCOME AND DISTRIBUTION OF A FINAL DIVIDEND INTEGRATION OF THE COMPOSITION OF THE BOARD OF DIRECTORS APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Shareholders' General Meeting of PRADA S.p.A. (the "Company") to be held in Milan (Italy) at the Company's registered office at Via A. Fogazzaro n. 28, on Tuesday, May 24, 2016 at 12:00 noon CET time or 6:00 p.m. Hong Kong time is set out on pages 8 to 11 of this circular. In accordance with article 17.4 of the Company's by-laws, persons entitled to attend and vote at the Shareholders' General Meeting are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the registered office of Prada Asia Pacific Limited at 36/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong.

A form of proxy for use at the Shareholders' General Meeting is also enclosed. The form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and on the website of the Company (www.pradagroup.com). Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, but in any event no later than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

April 21, 2016

Page

Definitions 1 Letter from the Board 2 Notice of Annual General Meeting 8

In this circular, unless the context requires otherwise, the following expressions have the following meaning:

"Board" the Board of Directors of the Company

"By-laws" the by-laws of the Company

"Company" PRADA S.p.A., a company incorporated under the laws of Italy as a joint-stock company, the shares of which are listed on the Main Board of the Stock Exchange

"Directors" the directors of the Company

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" April 19, 2016 being the latest practicable date prior to the

printing of this circular for ascertaining the information contained in this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Notice" the notice of the Shareholders' General Meeting set out on pages 8 to 11 of this circular

"Share(s)" share(s) of Euro 0.10 each in the share capital of the Company

"Shareholder(s)" holder(s) of Share(s)

"Shareholders' General Meeting" the annual general meeting of the Company to be held in

Milan (Italy) at the Company's registered office at Via A. Fogazzaro n. 28, on Tuesday, May 24, 2016 at 12:00 noon CET time or 6:00 p.m. Hong Kong time and any adjournment thereof, notice of which is set out on pages 8 to 11 of this circular. In accordance with article 17.4 of the Company's by-laws, persons entitled to attend and vote at the Shareholders' General Meeting are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the registered office of Prada Asia Pacific Limited at 36/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Substantial Shareholders" has the meaning ascribed thereto in the Listing Rule

Via A. Fogazzaro n. 28, 20135 Milan, Italy

Registry of Companies of Milan, Italy: No. 10115350158

(Incorporated under the laws of Italy as a joint-stock company)

(Stock Code: 1913)

Executive Directors:

Mr. Carlo MAZZI (Chairman)

Ms. Miuccia PRADA BIANCHI

(Chief Executive Officer)

Mr. Patrizio BERTELLI (Chief Executive Officer)

Ms. Alessandra COZZANI (Chief Financial Officer)

Non-executive Director:

Mr. Stefano SIMONTACCHI

Independent Non-executive Directors:

Mr. Gian Franco Oliviero MATTEI Mr. Giancarlo FORESTIERI

Mr. Sing Cheong LIU

Registered Office:

Via A. Fogazzaro n. 28, Milan 20135

Italy

Principal place of business in Hong Kong:

36/F, Gloucester Tower The Landmark

11 Pedder Street Central

Hong Kong

April 21, 2016

To the Shareholders Dear Sir or Madam,

PROPOSALS FOR APPROVAL OF AUDITED SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS ALLOCATION OF NET INCOME AND DISTRIBUTION OF A FINAL DIVIDEND INTEGRATION OF THE COMPOSITION OF THE BOARD OF DIRECTORS APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the Shareholders' General Meeting and additional information regarding the resolutions to be proposed at the Shareholders' General Meeting, including (1) the approval of the Audited Separate Financial Statements and the Audited Consolidated Financial Statements of the Company for the year ended January 31, 2016; (2) the allocation of net income of the Company for the year ended January 31, 2016 and the declaration and distribution of a final dividend; (3) the election of Director(s) of the Company and (4) the appointment of the Company's auditor (revisore legale dei conti) and the determination of its remuneration.