TOD S S.P.A. REMUNERATION REPORT PURSUANT TO THE TERMS OF ARTICLE 123-TER OF LEGISLATIVE DECREE 58 OF 24 FEBRUARY Dear Shareholders,

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1 (COURTESY TRANSLATION FOR THE CONVENIENCE OF INTERNATIONAL READERS FOR THE OFFICIAL DOCUMENTS PLEASE REFER TO THE ITALIAN VERSION) TOD S S.P.A. COMPANY CAPITAL 61,218,802 EUROS, FULLY PAID UP REGISTERED OFFICE AT VIA FILIPPO DELLA VALLE 1, SANT ELPIDIO A MARE (FM) TAX CODE AND FERMO COMPANY REGISTER NO REMUNERATION REPORT PURSUANT TO THE TERMS OF ARTICLE 123-TER OF LEGISLATIVE DECREE 58 OF 24 FEBRUARY 1998 Dear Shareholders, Pursuant to the terms article 123-ter legislative decree February 1998, (the T.U.F., Financial Services Act), with subsequent amendments and additions, and article 84-quater Consob resolution no /99 (the Regulations on Issuers), with subsequent amendments and additions, the Board Directs Tod s S.p.A. (also referred to below as the Company Issuer ) places this Remuneration Rept at your disposal. The rept consists two sections, the first which contains a description the remuneration policy the board directs, general manager and managers with strategic responsibilities f the 2012 financial year, and the procedures by means which that policy was adopted, while the second presents each the items into which the remuneration can be broken down and describes the payments made in the 2011 financial year to the members the board directs and the control board, the general manager and the managers with strategic responsibilities. 1

2 Pursuant to the terms article 123-ter, paragraph 6, the T.U.F., the Ordinary Shareholders Meeting due to be held at the registered fice the company, Via Filippo Della Valle 1, Sant Elpidio a Mare (FM), at 9.00 am on 19 April 2012, if a second call is required, at the same time and in the same place on 26 April 2012, will be called upon to vote in favour against the first section the Remuneration Rept, in accdance with the terms article 123-ter, paragraph 3, the T.U.F. The resolution to this effect is not binding. Please note that this Remuneration Rept was examined and approved by the Board Directs on 13 March 2012, and is available from the registered fice the Company, Bsa Italiana S.p.A. and on the Company website SECTION I This section describes the Remuneration Policies and Procedures f their Implementation within the Tod s S.p.A. Group, as adopted by the Board Directs on the proposal the Remuneration Committee during its meeting 11 November 2011 (also referred to below as the Remuneration Policies and Procedures ), with a view to laying down the guidelines to be followed by all the company bodies to determine the remuneration due to the directs the executive directs in particular (referred to below as the Executive Directs ) the general manager and the managers with strategic responsibilities within the company. The Remuneration Policies and Procedures adopted by the company, and all changes to these in general, are the responsibility the Board Directs, with the assistance the Remuneration Committee. 2

3 We should point out that we did not take the retribution policies other companies as a reference in laying down the Remuneration Policies and Procedures. (A) Bodies involved in the drafting and approval the remuneration policies On the basis the procedure approved by Tod s S.p.A., the bodies involved in the adoption and implementation the remuneration policies are as follows (in accdance with their respective responsibilities, which are established in line with the legislation and regulations in fce and the recommendations set out in the Code Self-discipline quoted companies, 2006 edition, as amended in March 2010): a) the Shareholders Meeting, b) the Board Directs, c) the Remuneration Committee, d) the Delegated Bodies and e) the Board Audits. On the matter remuneration, the Shareholders Meeting: a) determines the payments due to the members the Board Directs and Executive Committee and the Audits, pursuant to the terms article 2364, paragraph 1, point 3, the civil code. Such payments are established in such a way as to attract, retain and motivate persons in possession the pressional skills necessary to manage the company in a successful manner; b) votes f against the remuneration policy (as defined by the Board Directs on the proposal the Remuneration Committee) f the members the administrative bodies, general managers and other managers with strategic responsibilities, pursuant to the terms article 123-ter, paragraph 6, the T.U.F. The resolution passed in this way is not binding, and the results the voting process have to made known to the market in accdance with the terms article 125-quater, paragraph 2, the T.U.F.; c) receives appropriate infmation on the implementation the payment policies; 3

4 d) resolves on remuneration plans based on financial instruments geared towards the directs, employees and collabats, including managers with strategic responsibilities, pursuant to the terms article 114-bis the T.U.F. The Board Directs: a) determines the remuneration due to the directs upon whom special mandates have been conferred, following consultations with the Board Audits, and upon the proposal the Remuneration Committee; b) upon the proposal the Remuneration Committee, lays down the general policy f the remuneration the directs with particular reference to the Executive Directs and those upon whom special mandates have been conferred and the managers with strategic responsibilities; c) approves the remuneration rept pursuant to the terms article 123-ter the T.U.F., which has to be published at least twenty one days pri to the Shareholders Meeting called upon to resolve on the matter salaries; d) draws up the remuneration plans based on shares other financial instruments, with the assistance the Remuneration Committee, and submits these to the Shareholders Meeting f approval pursuant to the terms article 114-bis the T.U.F.; e) implements the remuneration plans based on financial instruments upon the delegation the Shareholders Meeting, together with assisted by the Remuneration Committee; f) sets up a Remuneration Committee from within its members. One member this Committee has to have appropriate knowledge and experience in the area finance, and the Board will assess the skills that member at the time nomination. The Remuneration Committee: 4

5 a) presents its proposals f the remuneration the Executive Directs and those with special mandates to the Board. Following consultations with the Delegated Bodies, it takes the necessary action to identify and set the perfmance objectives, on the basis which the variable component the payments due is calculated; b) presents proposals to the Board Directs on the general policy f the remuneration the Executive Directs, the directs with special mandates and the managers with strategic responsibilities; c) assists the Board Directs in drawing up and implementing the payment plans based on financial instruments; d) assesses the suitability and effective application the general remuneration policy at regular intervals, making use the infmation supplied by the Delegated Bodies if the assessment regards the remuneration managers with strategic responsibilities; e) presents proposals all kinds on the matter remuneration to the Board Directs; f) monits the application the decisions adopted by the Board Directs on remuneration, with the assessment the effective achievement the perfmance targets, among other facts; g) repts to the Shareholders on its operating methods. F that purpose, it is recommended that the Chairman another member the Remuneration Committee attend the Annual Shareholders Meeting; h) when deemed necessary useful to carry out its tasks, it may make use outside consultants specialising in salary policies. Such consultants have to be independent, and should therefe carry out no significant operations on behalf the company s human resources department, the controlling shareholders directs the company, managers with strategic responsibilities. An assessment on the independence the outside 5

6 consultants is carried out by the Remuneration Committee befe any mandate is conferred upon them. The Delegated Bodies, that is, the members the Board Directs to whom powers have been delegated: a) assist the Remuneration Committee in drawing up the proposals f the setting the perfmance objectives linked to the payment the variable salary component; b) submit the draft payment plans based on financial instruments to the Remuneration Committee, assist the Committee in drafting such plans, as applicable; c) provide the Remuneration Committee with all the useful infmation to enable this latter to assess the appropriate nature and the effective implementation the general remuneration policy, with particular reference to the payments due to managers with strategic responsibilities; d) implement the remuneration policies adopted by the company. On the matter remuneration, the Board Audits plays a consultancy role, by means which: a) it expresses the opinions required in law, with particular reference to the remuneration proposals f the directs upon whom special mandates have been conferred, pursuant to the terms article 2389, paragraph 3, the civil code. In expressing its opinions, it takes into account the consistency the proposals put fward by the Remuneration Committee to the Board Directs with the general remuneration policy; b) the Chairman the Board Audits any other audit nominated by this latter f the purpose should attend the meetings the Remuneration Committee, if possible. (B) Remuneration Committee 6

7 The Board Directs Tod s S.p.A. has set up a Remuneration Committee from within its members. This acts as a consultancy body and presents proposals. The Remuneration Committee consists at least three members, the majity whom have to be independent as described in article 3 the Code Self-discipline f quoted companies. The Board Directs will ensure that at least one member the Remuneration Committee has suitable knowledge and experience in the area finance. During its meeting 20 April 2009, following checks on their non-executive and independent positions in accdance with the legislation and the Code Self-discipline, the Board confirmed that the Remuneration Committee would be made up the nonexecutive, independent directs Luigi Abete (Chairman), Luigi Cambri and Pierfrancesco Saviotti in the three year period, and up to the approval the financial statements f the year ended 31 December Minutes are taken all the meetings the Remuneration Committee in the nmal manner. During the 2011 financial year, the Remuneration Committee carried out its tasks, including the presentation a proposal to the Board f the adoption the remuneration policy. F further details on the Committee s operations, see the appropriate section the Company Governance and Ownership Structure Rept. In the course its operations, the Remuneration Committee has the right access to infmation and the company bodies necessary to enable it to carry out its tasks, and may make use outside consultants if authised to do so by the Board Directs. The responsibilities the Remuneration Committee are described in the previous section. (C) Independent consultants No contributions from outside independent consultants were sought in the drafting the Remuneration Policies and Procedures. 7

8 (D) Aims and general principles the Remuneration Policies and Procedures Changes with respect to the previous financial year, if any The Remuneration Policies and Procedures were adopted by the company on 11 November 2011, with the aim : (i) laying down the methods f the determination the payments due to the directs and the Executive Directs in particular and managers with strategic responsibilities, in accdance with the regulations which apply and national and international best practices, as reflected in the Code Self-discipline; (ii) identifying the parties and/ bodies involved in the adoption and implementation the remuneration policies and procedures, by proposing, resolving on and/ determining the payments due to the directs and managers with strategic responsibilities, expressing opinions on such matters, assessing the crect implementation the resolutions decisions by the relevant bodies; (iii) guaranteeing maximum transparency on remuneration in dealings with existing potential invests, by means an appropriate explanation (a) the decision making processes and (b) the inspiring criteria behind the remuneration policies and procedures; (iv) delegating responsibility to the various bodies involved in defining the payments due to the directs and managers with strategic responsibilities; (v) guaranteeing remuneration capable attracting, retaining and motivating persons with specific pressional skills, to ensure the successful and competitive management the company. By fmalising the Remuneration Policies and Procedures, it is the company s intention to ensure the crect structuring and implementation the remuneration systems, and to make sure that the payments made to the Executive Directs and managers with strategic 8

9 responsibilities do not conflict with the company s objectives and values, its medium to long term strategies and its prudent risk management policies. The aim the Remuneration Policies and Procedures is to ensure that the interests the directs and managers with strategic responsibilities are in line with the achievement the priity objective creating value f the shareholders in the medium to long term, with the adoption appropriate incentives, in cash based on financial instruments, linked to the company perfmance objectives. These incentives have to take into account the risks taken on and the capital necessary to conduct the company business. (E) Remuneration Policies and Procedures: fixed and variable components In terms the fixed and variable remuneration components, the company Remuneration Policies lay down the following. As a general rule, the remuneration the Executive Directs and managers with strategic responsibilities has to consist two separate components: (i) a fixed and (ii) a variable component, this latter linked to the achievement predetermined perfmance objectives, which need not necessarily be an economic nature, and may consist cash payments (bonuses other pecuniary incentives) a share in the financial year prits. In implementing the incentives f the Executive Directs and balancing them against the prudent management risks, the Board Directs has to take the following aspects the Remuneration Policies into account: (i) the specific nature the powers delegated to each Executive Direct, and/ (ii) the tasks and roles these latter within the company, in such a way as to ensure that the variable component is in line with the nature the tasks allocated to them. As a general rule, the policy Tod s S.p.A. lays down that the variable incentive component is due to the members the Delegated Bodies upon whom individual powers have been conferred. 9

10 The remuneration due to the non-executive directs (including the independent directs) and the members the non-delegated bodies is nmally laid down on a fixed basis, and determined in proption to the nature the commitment effectively required them, taking their membership one me committees into account. The fixed remuneration payable to the non-executive directs (including the independent directs) and the members the non-delegated bodies may consist an absolute sum the payment fees in exchange f their presence at the meetings which they are required to attend, committee meetings included. If a proposal to that effect by the Remuneration Committee is approved by the Board Directs, a min component the payments due to the non-executive directs may also be a variable nature, linked to the economic results achieved by the company. The Chairman and Vice-chairman the company are payable on a fixed basis, unless the Chairman and Vice-chairman should also be in possession delegated powers. In implementing the remuneration policies and procedures, the Board Directs and Remuneration Committee may take into account the fact that a member a Delegated Body is also a significant shareholder the company. The remuneration due to that party may therefe not be subject to any variable components, given that the position significant shareholder is in itself an incentive to perfm (solely f the purposes the Remuneration Policies and Procedures, the expression significant shareholder means any shareholder accounting f at least 5% the company capital, directly indirectly). No fm variable remuneration will be payable to the members the Board Audits. The Remuneration Policies lay down that, as a general rule, the variable component has to be determined within the following ranges: 10

11 - f the Delegated Bodies, the variable component has to be no less than 30% and no me than 120% the fixed component, taking into account (i) the specific nature the powers conferred, and/ (ii) the effective tasks and role within the company. The variable component may exceed these values if the Board Directs should decide to adopt a fixed component which is a reduced nature with respect to the market benchmark; - f the managers with strategic responsibilities, the variable component will be no less than 10% and no me than 40% the fixed component. F the above purposes, the term fixed component means the total cash remuneration received by the Executive Direct in exchange f the mandate held (the so-called cpate relationship within the company: direct s fees, Chairman Vice-chairman s fees, fees f attending meetings, etc), in addition to the payments received f the fices held within the group (the Group cpate relationship) and, where applicable, the total gross fixed remuneration payable f the employment relationship within the company and Group. The fees f attendance at the board meetings and any lump sum expense refunds also fm part the fixed component. As laid down in the company s remuneration policy, the fixed component must in any case provide sufficient remuneration f the service rendered in the event non-payment the variable component due to failure to achieve the perfmance objectives laid down by the Board Directs. The same principles apply to the determination the payments due to managers with strategic responsibilities by the Delegated Bodies any other relevant party. At the present time, the remuneration policy does not distinguish between sht term and medium to long term variable components. In line with the prudent risk management 11

12 policy, the objectives linked to the trend in the market in which Tod s Group operates are based on a period time no less than twelve months. (F) Non-pecuniary benefits The Remuneration Policies and Procedures lay down that the directs and managers with strategic responsibilities may be entitled to non-pecuniary benefits such as company cars in accdance with and in proption to the nature the objectives pursued by them. (G) Perfmance objectives and other parameters On the basis the remuneration policy, the variable component allocated to the members the Delegated Bodies and managers with strategic responsibilities has to be linked to general objectives which are predetermined, measurable and linked to the creation value f the shareholders over a period time which is nmally no less than twelve months. The perfmance objectives may vary in nature, in accdance with the tasks and roles allocated. The variable components allocated to the Executive Directs responsible f the development and expansion the company business are nmally linked to the economic, capital and financial key financial figures the Tod s Group as a whole, including but not necessarily limited to the EBITDA, turnover and net financial position. In identifying the targets, the Board Directs has to take the principle prudent risk management into account. When allocating the variable remuneration components, the Board Directs has to establish a link between variation in results and variation in remuneration, upon the proposal the Remuneration Committee. The variable components allocated to the directs carrying out administrative and control duties and the managers with strategic responsibilities are nmally linked to specific targets which take the nature the roles and tasks in question into account. In special cases, the perfmance objectives may also be an individual/qualitative nature (and therefe 12

13 linked to a qualitative operating assessment, which is not necessarily linked to the achievement the perfmance objectives). The remuneration policy lays down that if the target is not achieved due to extradinary and/ unfeseeable facts, the Remuneration Committee may, in exceptional cases and by unanimous agreement, express a positive judgment on the perfmance and propose to the Board Directs that the variable component be paid, in full in part. The payment the variable components the remuneration may also be linked to other incentive and/ loyalty parameters, such as the completion determined periods service within the company. (H) Criteria adopted to assess the perfmance objectives As mentioned above, the remuneration policy adopted by the Tod s Group identifies different objectives, in accdance with the tasks and roles allocated to the individuals within the company. The variable components allocated to the Executive Directs responsible f the development and expansion the company business are as a rule linked to the economic, capital and financial perfmance the Group, as described above. The variable components allocated to the Directs who carry out an administrative controlling role and the managers with strategic responsibilities are generally linked to specific targets which take the nature the roles and tasks assigned to them into account. (I) Consistency the policy with the pursuit the long term interests Tod s and the risk management policy The Board Directs has adopted a remuneration policy based on criteria which we believe are consistent with the pursuit the sht, medium and long term interests the company, and in line with the principles prudent risk management, including the following: (i) the setting predetermined, measurable criteria to which the variable remuneration components are linked, (ii) objectives whose nature vary in accdance with 13

14 the tasks and roles perfmed within the company by those subject to variable remuneration components, (iii) as a general rule, no variable remuneration components are payable to the non-executive and independent directs, (iv) suitably balanced parameters are laid down f the determination the variable components within a range in proption to the fixed salaries paid at group level, and (v) the objectives are set f periods no less than twelve months, the minimum deemed appropriate and consistent with the trend the market in which the Tod s Group operates. (J)-(K) Payment plans pursuant to the terms article 114 bis the TUF: vesting period, lock-up, retrospective crection mechanisms On the date approval this rept, no payment plans based on financial instruments pursuant to article 114-bis the T.U.F. are in fce. The policy lays down that Remuneration Plans based on financial instruments are drawn up by the Board Directs with the assistance the Remuneration Committee and approved by the Shareholders Meeting. F this reason, such plans are nmally geared towards: (i) executive directs the company and its parent and controlled companies, (iii) managers with strategic responsibilities, and other employees and collabats (not necessarily in possession employment contracts) the company and its parent and controlled companies. No remuneration in the fm shares ( other financial instruments) is due to the nonexecutive directs, unless otherwise resolved by the Shareholders Meeting on the basis just motives. In drawing up the plans, the Board Directs has to adopt the following criteria: a) a period vesting lasting f a given number years applies, 14

15 b) the entitlement the right on completion the vesting period is nmally subject to predetermined, measurable perfmance objectives, c) the plans have to be structured in such a way as to pursue the objective creating loyalty. This may involve the adoption such mechanisms as share retention, f example (the obligation to reinvest a quota the premiums allocated in company shares, etc). The maintenance periods and the specific criteria to be used to determine these will be laid down by the Board Directs from time to time, with the assistance the Remuneration Committee, and will be submitted to the Shareholders Meeting f approval pursuant to the terms article 114-bis the T.U.F. (L) Severance payments The remuneration policy adopted by the Board Directs lays down first and femost that the payments due in the event termination the wking relationship are subject to the terms the relevant national collective bargaining employment contract in fce, as applicable to the employment relationship in question. With regard to the position direct (cpate relationship), the Board may lay down specific indemnities, in the company s interest, in the case termination the relationship in advance nonrenewal. If the Board Directs should decide to adopt specific indemnities in the company s interest (such as an indemnity in exchange f the stipulation noncompetition agreements) to stipulate specific consultancy contracts with the administrat no longer in fice, such decisions have to be taken in line with the medium to long term strategy, values and interests the Tod s Group and will in any case take the following guiding principles into account: i) the indemnity cannot be paid if the termination the wking relationship with the direct is due to failure to achieve acceptable results (except in the case noncompetition agreements); 15

16 ii) any consultancy contracts will be limited to predetermined periods time and the aspects strictly necessary in the interests the company, with a view to guaranteeing continuity action f the efficient and effective management the group; iii) other than in exceptional circumstances, the payments due to the direct will not exceed the global remuneration received by this latter over a period 24 months in the course the wking relationship. There are no specific criteria crelation between any severance payments and the company perfmance. (M) Insurance cover The company takes out insurance cover and may take out social security pension cover other than those which are compulsy in law. Such cover will in any case be in accdance with the nature and in proption to the objectives pursued. On the date approval this rept, no social security pension cover other than that which is compulsy in law is in place. The company has stipulated a Directs & Officers insurance policy which covers the directs, audits, general managers, managers with strategic responsibilities and in any case the key figures at the company and its controlled and affiliated companies in the event third party liability due to negligence misconduct in the perfmance their duties. The proposed resolution to be submitted to the Shareholders Meeting in accdance with the legislation in fce, which has already been placed in the public domain along with the rept on the items on the agenda, drawn up pursuant to the terms article 125-ter the T.U.F., is as follows: 16

17 The Shareholders Meeting: - having examined articles 123-ter legislative decree February 1998 and 84-quater Consob resolution no /99; - having taken note the remuneration rept drawn up by the Board Directs, which is attached to the minutes; - having acknowledged that, pursuant to the terms article 123-ter, paragraph 6, legislative decree February 1998, this resolution will not be binding on the Board Directs, hereby RESOLVES to approve section one the remuneration rept drawn up by the Board Directs pursuant to the terms article 123-ter legislative decree February 1998, with particular reference to the remuneration policy Tod s S.p.A.. SECTION II This section lists: a) the payments made to the members the administrative and control bodies and the general manager; b) the combined payments made to the managers with strategic responsibilities. PART ONE 17

18 The details the payments made to the members the administrative and control bodies, the general manager and the other managers with strategic responsibilities in the 2011 financial year are set out in the tables below. The remuneration payable to the members the Board Directs and Executive Committee is determined by the Shareholders Meeting in accdance with the terms article 2364 the civil code, in addition to which they are entitled to payments f taking part in each board meeting, the amount which is also determined by the Shareholders Meeting at the time when the appointments are made. The additional remuneration components consists : (i) payments f special mandates under the terms article 2389, paragraph 3, the civil code (Diego Della Valle, Andrea Della Valle, Fabrizio Della Valle, Emilio Macellari and Stefano Sincini), made up fixed and variable components (Diego Della Valle, Andrea Della Valle and Stefano Sincini); (ii) payments f mandates within Group companies (Stefano Sincini); (iii) payments f pressional services (Maurizio Boscarato and Emilio Macellari), and (iv) payments f membership the Control Body (Luigi Cambri). The members the Board Audits also receive a fee determined by the Shareholders Meeting at the time when the appointments are made (the Chairman the Board Audits is also a member the Control Body). Please note that: - no payment plans based on financial instruments pursuant to the terms article 114 the TUF are currently in fce; - there are currently no specific agreements in fce on severance payments, the maintenance allocation non-pecuniary benefits in the event termination the wking relationship, payments f non-competition agreements, agreements f the 18

19 stipulation consultancy contracts f the period subsequent to the termination the wking relationship. 19

20 PART TWO PAYMENTS MADE TO THE MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND OTHER MANAGERS WITH STRATEGIC RESPONSIBILITIES Bonus and other incentives Prit s haring DIEGO DELLA VALLE Chairman & CEO (1) Compensation in preparing the financial statement the company (3) Total Note (1) - Details fixed compensation Compensation f the fice Compensation f specific fices pursuant to art. 2389, par. 3 Italian C.C Attendance tokens Total Note (1) - Details fixed compensation Compensation f the fice Compensation f specific fices pursuant to art. 2389, par. 3 Italian C.C Attendance tokens Total Name and surname Office Period f Office expiry Fixed Compensa tion Variable non equity compensation Nonmonetary remuneration equity indemnity f Other Total Fair value Severance whic fice conpensa tion f committee participa tion benefits (*) compens a- end fice tion termina tion employment Bonus and other Prit s haring incentives MAURIZIO BOSCARATO Direct (1) Compensation in the company preparing the financial statement (3) Total (*) Pressional consultancy Name and surname Office Period f Office expiry Fixed Compensa tion Variable non equity compensation Nonmonetary remuneration equity indemnity f Other Total Fair value Severance whic fice conpensa tion f committee participa tion benefits (*) compens a- end fice tion termina tion employment Bonus and other Prit s haring incentives LUIGI CAMBRI Direct (1) Compensation in the company preparing the financial statement (3) Total (*) President Supervisy body Name and surname Office Period f Office expiry Fixed Compensa tion Variable non equity compensation Nonmonetary remuneration equity indemnity f Other Total Fair value Severance whic fice conpensa tion f committee participa tion benefits compens a- end fice tion termina tion employment Bonus and other Prit s haring incentives LUCA C. DI MONTEZEMOLO Direct (1) Compensation in the company preparing the financial statement (3) Total Name and surname Office Period f Office expiry Fixed Compensa tion Variable non equity compensation Nonmonetary remuneration equity indemnity f Other Total Fair value Severance whic fice conpensa tion f committee participa tion benefits compens a- end fice tion termina tion employment Bonus and other Prit s haring incentives LUIGI ABETE Direct (1) Compensation in the company preparing the financial statement (3) Total Name and surname Office Period f Office expiry Fixed Compensa tion Variable non equity compensation Nonmonetary remuneration equity indemnity f Other Total Fair value Severance whic fice conpensa tion f committee (note 1) participa tion benefits compens a- end fice tion termina tion employment Bonus and other Prit s haring incentives Vice-chairman & ANDREA DELLA VALLE CEO (1) Compensation in the company preparing the financial statement (3) Total Name and surname Fixed Office Period f Office expiry Compensa tion Variable non equity compensation Nonmonetary remuneration equity indemnity f Other Total Fair value Severance whic fice conpensa tion f committee (note 1) participa tion benefits compens a- end fice tion termina tion employment 20

21 EMANUELE DELLA VALLE Direct (1) Compensation in the company preparing the financial statement (3) Total Bonus and other i ncentives FABRIZIO DELLA VALLE Direct (1) Compensation in the company preparing the financial statement (3) Total Note (1) - Details fixed compensation Compensation f the fice Compensation f specific fices pursuant to art. 2389, par. 3 Italian C.C Attendance tokens Total EMILIO MACELLARI Direct (1) Compensation in the company preparing the financial statement (3) Total (*) Pressional consultancy Office expiry Fixed Variable non equity compensation Other Total conpens ation remunerati on Name and surname Office Period f whi c fi ce Office expiry Fixed Compensa ti on Variable non equity compensation Nonmoneta Other Total Fair value conpens ation f commi ttee ry remunerati on equi ty (note 1) participation benefi ts compens a- ti on Name and surname Office Period f whi c fi ce Office expiry Fixed Compensa ti on Variable non equity compensation Nonmoneta Other Total conpens ation f commi ttee ry remunerati on (note 1) participation benefi ts (*) Name and surname Office Period f whi c fi ce Note (1) - Details fixed compensation Compensation f the fice Compensation f specific fices pursuant to art. 2389, par. 3 Italian C.C Attendance tokens Total Name and surname Office Period f whi c fi ce PIERFRANCESCO SAVIOTTI Direct (1) Compensation in the company preparing the financial statement (3) Total Name and surname Office Period f whi c fi ce Bonus and other Prit sharing i ncentives STEFANO SINCINI Di rect & CEO (1) Compensation in the company preparing the financial statement (3) Total Note (1) - Details fixed compensation Compensation f the fice Compensation f specific fices pursuant to art. 2389, par. 3 Italian C.C Attendance tokens Retribution from employement Total Name and surname Office Period f whi c fi ce VITO VARVARO Direct (1) Compensation in the company preparing the financial statement (3) Total Compensa ti on f commi ttee participation Fair value equi ty compens a- ti on Severance i ndemnity f end fice termination empl oyment Office expiry Fixed Variable non equity compensation Other Total conpens ation remunerati on Compensa ti on f commi ttee participation Severance i ndemnity f end fice termination empl oyment Office expiry Fixed Compensa ti on Variable non equity compensation Nonmoneta Other Total conpens ation f commi ttee ry remunerati on (note 1) participation benefi ts Severance i ndemnity f end fice termination empl oyment Office expiry Fixed Variable non equity compensation Other Total conpens ation remunerati on Compensa ti on f commi ttee participation Bonus and other i ncentives Bonus and other i ncentives Bonus and other i ncentives Bonus and other i ncentives Prit sharing Prit sharing Prit sharing Prit sharing Prit sharing Nonmoneta ry benefi ts Nonmoneta ry benefi ts Nonmoneta ry benefi ts Fair value equi ty compens a- ti on Fair value equi ty compens a- ti on Fair value equi ty compens a- ti on Fair value equi ty compens a- ti on Severance i ndemnity f end fice termination empl oyment Severance i ndemnity f end fice termination empl oyment Severance i ndemnity f end fice termination empl oyment 21

22 ENRICO COLOMBO Chairman the Board s ta tuty audi ts (1) Compensation in the company preparing the financial statement (3) Total (*) Member Supervisy body FABRIZIO REDAELLI Statuty audit (1) Compensation in the company preparing the financial statement (3) Total Name and surname Office Period f whi c fi ce GILFREDO GAETANI Statuty audit (1) Compensation in the company preparing the financial statement (3) Total Office expiry Fixed Variable non equity compensation Other Total conpens ation remunerati on Name and surname Office Period f whi c fi ce Bonus and other i ncentives GIANMARIO PERUGINI Sta tuty audit (1) Compensation in the company preparing the financial statement (3) Total Name and surname (include General manager) Office expiry Fixed Compensa ti on Variable non equity compensation Nonmoneta Other Total conpens ation f commi ttee ry remunerati on participation benefi ts (*) Name and surname Office Period f whi c fi ce Office expiry Fixed Compensa ti on Variable non equity compensation Nonmoneta Other Total conpens ation f commi ttee ry remunerati on participation benefi ts Name and surname Office Period f whi c fi ce Compensa ti on f commi ttee participation Bonus and other Prit sharing i ncentives Executives with strategic respons abi li ties (1) Compensation in the company preparing the financial statement (3) Total Nonmoneta ry benefi ts Fair value equi ty compens a- ti on Office Period f Office expiry Fixed Compensa ti on Variable non equity compensation Nonmoneta Other Total whi c fi ce conpens ation f commi ttee ry remunerati on participation benefi ts Fair value equi ty compens a- ti on Severance i ndemnity f end fice termination empl oyment Office expiry Fixed Variable non equity compensation Other Total conpens ation remunerati on Compensa ti on f commi ttee participation Bonus and other i ncentives Bonus and other i ncentives Bonus and other i ncentives Prit sharing Prit sharing Prit sharing Prit sharing Nonmoneta ry benefi ts Fair value equi ty compens a- ti on Fair value equi ty compens a- ti on Fair value equi ty compens a- ti on Severance i ndemnity f end fice termination empl oyment Severance i ndemnity f end fice termination empl oyment Severance i ndemnity f end fice termination empl oyment Severance i ndemnity f end fice termination empl oyment 22

23 SHARES HELD BY THE MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES AND MANAGERS No shares No shares held No shares No shares held Name andsurname Office Company as at purchased sold as at Diego Della Valle Chairman & CEO Tod'sS.p.a Andrea Della Valle Vice-chairman & CEO Tod'sS.p.a Luigi Abete Direct Tod's S.p.a - - Maurizio Boscarato Direct Tod'sS.p.a - - Luigi Cambri Direct Tod's S.p.a Emanuele Della Valle Direct Tod'sS.p.a Fabrizio Della Valle Direct Tod'sS.p.a - - Emilio Macellari Direct Tod'sS.p.a Luca C. di Montezemolo Direct Tod'sS.p.a Pierfrancesco Saviotti Direct Tod's S.p.a Stefano Sincini Direct & CEO Tod'sS.p.a - - Enrico Colombo Chairman theboard statutyaudits Tod's S.p.a - - Gilfredo Gaetani Statutyaudit Tod'sS.p.a - - Fabrizio Redaelli Statutyaudit Tod'sS.p.a Gianmario Perugini Statuty audit Tod's S.p.a - - Executiveswithstrategic responsabilities Tod'sS.p.a - - Sant Elpidio a Mare, 13 March 2012 Diego Della Valle Chairman F the Board Directs 23