SCHEDULE: Ferrari Major Shareholders Amend Governance Pact

Exor N.V., Piero Ferrari, and Trust Piero Ferrari have updated their shareholders' agreement, solidifying governance and ownership structure for Ferrari N.V.

Summary

• Exor N.V. beneficially owns 37,768,613 common shares of Ferrari N.V., representing 21.3% of the class and approximately 32.3% of total voting power, including special voting shares.
• Piero Ferrari beneficially owns 18,894,295 common shares, representing 10.7% of the class and approximately 16.2% of total voting power, including special voting shares.
• Trust Piero Ferrari also beneficially owns 18,894,295 common shares, representing 10.7% of the class, with Enzo Mattioli Ferrari (trustee) and Franco Ravanetti (guardian) having shared dispositive power.
• Collectively, the Reporting Persons (Exor, Piero Ferrari, and Trust Piero Ferrari) beneficially own 56,662,908 common shares, representing approximately 30.2% of common shares outstanding, and an aggregate voting power of approximately 48.4% due to Ferrari's loyalty voting program.
• An Amended and Restated Shareholders' Agreement was entered into on January 3, 2026, and became effective on January 4, 2026, replacing previous agreements.
• The agreement includes consultation rights between Exor and Piero Ferrari on matters for general shareholder meetings, board nominations, and significant transactions, though it does not mandate voting or grant veto rights.
• It acknowledges that Exor individually, and Exor and Piero Ferrari combined, hold over 30% voting interest, providing an exemption from Dutch mandatory offer requirements.
• Reciprocal rights of first offer are established for transfers of common shares between Exor and the Ferrari Family (Piero Ferrari and the Trust), with specific conditions for third-party sales.
• The agreement has an initial term of three years, until January 4, 2029, with automatic renewals for successive three-year periods unless terminated.

Sentiment

Score: 5

Explanation: The filing is neutral in sentiment, primarily serving as an administrative update to an existing shareholders' agreement, formalizing and clarifying long-standing governance arrangements rather than announcing new operational or financial developments.

Positives

• The updated shareholders' agreement provides clarity and stability regarding the long-term governance and ownership structure among Ferrari's major shareholders.
• The formalization of consultation rights between Exor and Piero Ferrari ensures a structured approach to key corporate decisions and board nominations.
• The reciprocal rights of first offer help maintain the current ownership balance and provide existing major shareholders with control over significant share transfers.

Risks

• Consultation rights and duties between Exor and Piero Ferrari will be suspended if an exemption from Dutch mandatory offer requirements is not available, potentially impacting coordinated decision-making.
• The agreement can be terminated by Exor if the Ferrari Family's voting interests fall below 5% for 30 consecutive days, or by Piero Ferrari/the Trust if Exor's voting interests fall below the Ferrari Family's for 30 consecutive days, introducing conditions for potential dissolution of the agreement.

Future Outlook

The Amended and Restated Shareholders' Agreement is set for an initial term of three years, until January 4, 2029, and will automatically renew for successive three-year periods unless terminated by either party with six months' prior written notice. Piero Ferrari retains the sole right to terminate the agreement with 30 business days' notice at his discretion.

Industry Context

This filing primarily concerns the internal governance and ownership structure of Ferrari N.V. among its founding family and major holding company, Exor. It does not directly address broader industry trends in the luxury automotive sector or competitive dynamics, but rather reinforces the existing control framework.

Corporate Governance

Legal Proceedings

• Neither Exor N.V., Piero Ferrari, Trust Piero Ferrari, Enzo Mattioli Ferrari, nor Franco Ravanetti have been convicted in a criminal proceeding (excluding traffic violations) or been a party to a civil proceeding resulting in a judgment enjoining future violations of, or mandating activities subject to, federal or state securities laws in the last five years.

Related Party Transactions

• The Amended and Restated Shareholders' Agreement itself is a related party transaction between Exor N.V., Piero Ferrari, and Trust Piero Ferrari, who are significant shareholders and related entities of Ferrari N.V.

Stakeholder Impact

• Shareholders: The agreement provides clarity on the long-term governance and control structure, potentially reducing uncertainty regarding major shareholder intentions and share transfers. The loyalty voting program and the agreement's provisions ensure significant influence by Exor and the Ferrari Family.
• Management: The consultation rights between Exor and Piero Ferrari on board nominations and significant transactions will influence strategic direction and leadership appointments.

Next Steps

• The Amended and Restated Shareholders' Agreement will remain in effect for an initial term until January 4, 2029, and will automatically renew for successive three-year periods.
• Exor and Piero Ferrari will continue to consult in good faith prior to each general meeting of shareholders and regarding board nominations.

Key Dates

Keywords

Ferrari N.V., Exor N.V., Piero Ferrari, Shareholders' Agreement, Corporate Governance, Beneficial Ownership, Voting Rights, Loyalty Voting Program, SEC Filing, Schedule 13D