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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) NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Shareholders' General Meeting of PRADA S.p.A. (the
"Company") will be held in Milan (Italy) at the Company's registered office at Via A. Fogazzaro n.
28, on Thursday, May 22, 2014 at 12:00 noon CET time / 6:00 p.m. Hong Kong time. 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.
The Shareholders' General Meeting will be convened for the purpose of considering and, if thought fit, passing (with or without amendments) the following four resolutions:
1. To approve the Audited Separate Financial Statements, which show a net income of Euro
395,574,305, and the Audited Consolidated Financial Statements of the Company for the year ended January 31, 2014 together with the Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors.
2. To approve the allocation of the net income for the year ended January 31, 2014 as follows: (i) Euro 281,470,640 to Shareholders as a final dividend, in particular to declare and distribute a final dividend of Euro/cents 11 per share to be paid on or about Friday, June
20, 2014; and (ii) Euro 114,103,665 to retained earnings.
3. To elect Ms. Alessandra COZZANI as a Director of the Company for a term expiring on the date of the shareholders' general meeting called to approve the financial statements for the year ending January 31, 2015.
4. To approve the aggregate compensation of the Directors for the financial year ending January 31, 2015 in the overall amount of Euro 3,400,000, of which: Euro 360,000 will be Directors' fees, Euro 2,880,000 will be additional fees to be paid to Executive Directors and Euro 160,000 will be fees for members of the Board's committees.
By Order of the Board

PRADA S.p.A. Mr. Carlo MAZZI

Chairperson

Milan (Italy), April 15, 2014
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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

Notes:

(1) A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder of the Company.
(2) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the persons so present whose name stands first on the register of Shareholders in respect of such share shall alone be entitled to vote in respect thereof.
(3) In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), shall be deposited with 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 by no later than
48 hours before the time fixed for the holding of the Shareholders' General Meeting. The form of proxy is published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.pradagroup.com. The completion and return of the form of proxy shall not preclude Shareholders of the Company from attending and voting in person at the above meeting (or any adjournment thereof) if they so wish.
(4) Verification of the entitlement to attend and vote at the Shareholders' General Meeting will be carried out at the place where such meeting will be held or where the video-conference system is located in Hong Kong and will start one hour before the time fixed by this notice (i.e. 11:00 a.m. CET time / 5:00 p.m. Hong Kong time) and will close at 11:55 a.m. CET time at the registered office of the Company in Milan / 5:55 p.m. Hong Kong time at the registered office of Prada Asia Pacific Limited in Hong Kong. Shareholders entitled to attend and vote arriving after this time will not be allowed to attend or vote at the Shareholders' General Meeting. As a requirement of Italian law, the Company will announce at the commencement of the Shareholders' General Meeting the number of shares and % present.
(5) The transfer books and Company's shareholders' register will be closed during the following periods.
(i) Shareholders' General Meeting
In order to qualify for attending and voting at the Shareholders' General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with: (a) the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong,
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if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company's Hong Kong Share Registrar, or (b) the Company's registered office in Milan (Italy), Via A. Fogazzaro n. 28, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company at its registered office, in any case no later than 4:30 p.m. (Hong Kong time) on Monday, May 19, 2014. The Company's shareholders' register will be closed from Tuesday, May 20, 2014 to Thursday, May 22, 2014, both days inclusive, during which period no shares transfer can be registered.
The Shareholders recorded on the Company's shareholders' register on Thursday, May 22,
2014, opening of business, will be allowed to attend and vote at the above meeting. (ii) Proposed Final Dividend
In order to qualify for the payment of the final dividend, all transfers accompanied by the relevant share certificates must be lodged with: (a) the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company's Hong Kong Share Registrar, or (b) the Company's registered office in Milan (Italy), Via A. Fogazzaro n. 28, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company at its registered office, in any case no later than 4:30 p.m. (Hong Kong time) on Wednesday, May 28, 2014. The Company's shareholders register will be closed from Thursday, May 29, 2014 to Friday, May 30, 2014, both days inclusive, during which period no share transfers can be registered.
The final dividend will be paid to the shareholders recorded on the Company's shareholders' register on Friday, May 30, 2014 and the payment date will be on or about Friday, June 20, 2014.
(6) The Chairman of the meeting will demand a poll on each of the questions submitted for determination at the Shareholders' General Meeting.

As at the date of this notice, the Company's executive directors are Mr. Carlo MAZZI, Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Mr. Donatello GALLI and Ms. Alessandra COZZANI; the Company's non-executive directors is Mr. Gaetano MICCICHÈ and the Company's independent non-executive directors are Mr. Gian Franco Oliviero MATTEI, Mr. Giancarlo FORESTIERI and Mr. Sing Cheong LIU.

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