425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 18, 2021

INVESTINDUSTRIAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39720	98-1556465
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Suite 1, 3rd Floor, 11-12 St James’s Square London, United Kingdom		SW1Y 4LB
(Address of principal executive offices)		(Zip Code)

+44 20 7400 3333

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	IIAC.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	IIAC	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	IIAC WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

On July 18, 2021, Investindustrial Acquisition Corp, a Cayman Islands exempted company (“IIAC”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among IIAC, Ermenegildo Zegna Holditalia SpA, a joint stock company incorporated under Italian law (“Zegna”) and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”).

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of IIAC and Zegna.

The Business Combination

The Business Combination Agreement provides for, among other things, the following transactions: (i) Zegna will implement a cross-border conversion and transfer its legal seat from Italy to The Netherlands and be organized as a Dutch public limited liability company (the “Conversion”), (ii) in connection with the Conversion Zegna will undergo a share split (or other transaction or share reorganization with a similar effect) to ensure the then existing shareholders of Zegna will hold 155,400,000 Zegna Ordinary Shares immediately following the Closing, (iii) Strategic Holding Group S.à.r.l., an affiliate of the Sponsor (the “Forward Purchaser”), will purchase 22,500,000 IIAC Class A ordinary shares from IIAC for an aggregate purchase price of €184,500,000, subject to adjustment (the “Forward Purchase”), (iv) following the Forward Purchase, Merger Sub will merge with and into IIAC, with IIAC as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Zegna (the “Merger”), (v) (a) in connection with the Merger, each issued and outstanding IIAC Class A ordinary share and IIAC Class B ordinary share (collectively, the “IIAC Shares”) will be exchanged as of the effective time of the Merger into one ordinary share of Zegna (“Zegna Ordinary Shares”) and (b) each outstanding warrant to purchase IIAC Shares will convert into, or be exchanged for, as applicable, warrants to acquire Zegna Ordinary Shares and (vi) upon distribution by IIAC to Zegna of proceeds received from the Forward Purchase and the aggregate cash proceeds from IIAC’s trust account (net of redemptions and transaction expenses) (the “Capital Distribution”) and after giving effect to the PIPE Financing (as described below), Zegna will purchase from certain of its existing shareholders, 54,600,000 Zegna Ordinary Shares for an amount equal to €455,000,000 (the “Share Repurchase”).

The Conversion, the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution, the Share Repurchase and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.

The Business Combination is expected to close in the fourth quarter of 2021, following the receipt of the required approval by IIAC’s shareholders and the fulfillment of other customary closing conditions.

Escrowed Shares

Fifty percent (50%) of the Zegna Ordinary Shares which will be issued to the Sponsor and the Other Class B Shareholders (as defined below) in exchange for their IIAC Class B ordinary shares in connection with the Merger (the “Founder Escrowed Shares”) shall be held in escrow and will be released to the Sponsor and the Other Class B Shareholders, pro rata, upon satisfaction of the following price triggers: (i) 70% of the Founder Escrowed Shares will be released from escrow if the per share volume weighted average share price of the Zegna Ordinary Shares equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing after the Closing; and (ii) 100% of the remaining Founder Escrowed Shares will be released from escrow if the per-share volume weighted average share price of the Zegna Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period commencing after the Closing.

Any Founder Escrowed Shares which are not eligible for release after the lapse of the 7-year anniversary of the Closing Date will be acquired for no consideration by Zegna and neither the Sponsor nor the Other Class B Shareholders will have any rights with respect to such Founder Escrowed Shares.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type regarding themselves. The representations and warranties of the parties contained in the Business Combination Agreement will terminate and be of no further force and effect as of the closing of the Business Combination.

Zegna has also agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Business Combination (the “Closing”), the Zegna board of directors will consist of eleven (11) directors. IIAC will have the right to designate one member of the Zegna board of directors, who is initially expected to be Andrea C. Bonomi. In addition, at or prior to the Closing, Zegna will adopt an equity incentive plan, as described in the Business Combination Agreement.

Conditions to Each Party’s Obligations

The obligation of IIAC and Zegna to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction enjoining or prohibiting the consummation of the Business Combination, (ii) the effectiveness of the Registration Statement on Form F-4 (the “Registration Statement”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) registering the Zegna Ordinary Shares to be issued in connection with the Merger, (iii) the required approvals of IIAC’s shareholders, (iv) the approval of Zegna’s shareholders, (v) IIAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of immediately after the effective time of the Merger, (vi) the consummation of the Conversion and certain other specified pre-closing restructuring transactions to be undertaken by Zegna, and (vii) the approval by the NYSE of Zegna Ordinary Shares’ initial listing application in connection with the Business Combination.

In addition, the obligation of Zegna to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, the aggregate cash proceeds from IIAC’s trust account (after deducting any amounts paid to IIAC shareholders that exercise their redemption rights in connection with the Business Combination), together with the proceeds from the Forward Purchase and PIPE Financing (as defined below), equaling no less than the sum of (i) €184,500,000 plus (ii) $400,000,000.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of IIAC and Zegna, (ii) by IIAC if the representations and warranties of Zegna or Merger Sub (the “Zegna Parties”) are not true and correct or if the Zegna Parties fail to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by Zegna if the representations and warranties of IIAC are not true and correct or if IIAC fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either IIAC or Zegna if the Business Combination is not consummated on or prior to April 18, 2022, (v) by either IIAC or Zegna if certain required approvals are not obtained from IIAC shareholders after the conclusion of a meeting of IIAC’s shareholders held for such purpose at which such shareholders voted on such approvals, (vi) by either IIAC or Zegna, if any governmental entity of competent jurisdiction shall have issued an order permanently enjoining or prohibiting the Business Combination and such order shall have become final and nonappealable, and (vii) by IIAC if Zegna has not delivered to IIAC evidence of Zegna shareholders approving the Business Combination and the transactions contemplated thereby within 90 business days from the date of the Business Combination Agreement.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of fraud or any willful and material breach of the Business Combination Agreement and for customary obligations that survive the termination thereof (such as confidentiality obligations).

The foregoing description of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, as specified therein. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about IIAC, Zegna or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in IIAC’s public disclosures.

PIPE Financing (Private Placement)

Concurrently with the execution of the Business Combination Agreement, IIAC and Zegna entered into subscription agreements (the “Subscription Agreements”) with certain investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and Zegna agreed to issue and sell to such subscribers (the “PIPE Subscribers”) and certain inside subscribers (the “Insider PIPE Subscribers”, and together with the PIPE Subscribers, the “Subscribers”) an aggregate of 25,000,000 Zegna Ordinary Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $250,000,000 (the “PIPE Financing”). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Zegna Ordinary Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration.

The Subscription Agreements provide for certain customary registration rights. In particular, the Subscription Agreements provide that Zegna is required to file with the SEC a registration statement registering the resale of such shares within 45 calendar days following the Closing Date (as defined the Business Combination Agreement). Additionally, Zegna is required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 30^th calendar day (or the 90^th calendar day if the SEC notifies Zegna that it will “review” the registration statement) following the filing date thereof and (ii) the 10^th business day after the date Zegna is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. Zegna shall use commercially reasonable efforts to keep the registration statement effective until the earliest of: (i) the third anniversary of the Closing, (ii) the date the Subscribers cease to hold any shares issued pursuant to the Subscription Agreements (the “registrable shares”), or (iii) the date all registrable shares held by the Subscribers may be sold without restriction under Rule 144 within 90 days without the public information, volume or manner of sale limitations of such rule.

The Subscription Agreements for the Insider PIPE Subscribers contain certain restrictions on transfer with respect to the shares issued pursuant to such Subscription Agreements immediately following the Closing. Such restrictions begin at the Closing and end on the date that is 12 months after the Closing.

A copy of the forms of Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the Subscription Agreements and the PIPE Financing is qualified in its entirety by reference thereto.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, IIAC, Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Sponsor”), each other holder of Class B ordinary shares of IIAC (the “Other Class B Shareholders”) and Zegna entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and the Other Class B Shareholders agreed to, among other things, (i) vote in favor of each of the transaction proposals to be voted upon at the meeting of IIAC shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of IIAC or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise) and (iii) be bound by certain transfer restrictions with respect to his, her or its shares in IIAC prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

A copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.

Company Support Agreement

Concurrently with the execution of the Business Combination Agreement, the shareholders of Zegna entered into a Company Support Agreement (the “Company Support Agreement”) with IIAC, pursuant to which the Zegna shareholders have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby, and (ii) be bound by certain other covenants and agreements related to the Business Combination, including exclusivity and confidentiality restrictions, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement.

A copy of the form of Company Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.5 and is incorporated herein by reference, and the foregoing description of the Company Support Agreement is qualified in its entirety by reference thereto.

Registration Rights Agreement

Concurrently with Closing, Zegna, certain Zegna shareholders, Sponsor, the Forward Purchaser and the Other Class B shareholders will enter into the Registration Rights Agreement, pursuant to which Zegna will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Zegna Ordinary Shares and other equity securities of Zegna held by such parties from time to time.

A copy of the Term Sheet for the Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit B to Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.

Lock-Up Agreements

Concurrently with the Closing, certain Zegna shareholders, the Sponsor, the Forward Purchaser and the Other Class B Shareholders will each enter into lock-up agreements with Zegna pursuant to which (i) the Zegna shareholders will agree not to sell, transfer or otherwise dispose of any Zegna Ordinary Shares owned by them (excluding any shares acquired in the PIPE Financing) until the earlier of (a) the date that is 18 months from the Closing Date and (b) the last trading day on which the per share volume weighted average share price of the Zegna Ordinary Shares equals or exceeds $12.50 per share for at least 20 trading days within any consecutive 30-trading day period commencing at least 180 days after the Closing Date; and (ii) the Sponsor and the Other Class B Shareholders will agree not to sell, transfer or otherwise dispose of any Zegna Ordinary Shares or warrants owned by them (excluding any shares acquired in the PIPE Financing) for a period of 180 days following the Closing Date, in each case, other than pursuant to certain customary exceptions.

A copy of the Term Sheet for the Lock-Up Agreements is filed with this Current Report on Form 8-K as Exhibit C to Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.

Item 7.01 Regulation FD Disclosure.

On July 19, 2021, IIAC and Zegna issued a press release announcing their entry into the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that IIAC and Zegna have prepared for use in connection with the announcement of the Business Combination.

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information

In connection with the proposed transaction, Zegna will file with the SEC a registration statement on Form F-4 that will include a prospectus with respect to Zegna’s securities to be issued in connection with the Merger and a proxy statement with respect to the shareholder meeting of IIAC to vote on the proposed transaction. Shareholders of IIAC and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these documents will contain important information about Zegna, IIAC and the proposed transaction. After the Registration Statement is declared effective, the definitive proxy statement/prospectus to be included in the Registration Statement will be mailed to shareholders of IIAC as of a record date to be established for voting on the proposed transaction. Once available, shareholders of IIAC will also be able to obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Investindustrial Acquisition Corp., Suite 1, 3rd Floor, 11-12 St James’s Square London, United Kingdom SW1Y 4LB. The preliminary and definitive proxy statement/prospectus to be included in the Registration Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participants in the Solicitation

IIAC and Zegna and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of IIAC and their ownership is set forth in IIAC’s filings with the SEC, including its Form 10-K for the year ended December 31, 2020 and subsequent filings on Form 10-Q and Form 4. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the IIAC shareholders in connection with the potential transaction will be set forth in

the registration statement containing the preliminary proxy statement/prospectus when it is filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Investindustrial Acquisition Corp., Suite 1, 3rd Floor, 11-12 St James’s Square London, United Kingdom SW1Y 4LB.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to IIAC and Zegna. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans as they relate to the proposed transaction, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although each of IIAC and Zegna believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of IIAC and Zegna caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed transaction, which is expected to be filed by Zegna with the SEC and other documents filed by IIAC or Zegna from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside IIAC’s and Zegna’s control and are difficult to predict. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed transaction, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither IIAC nor Zegna can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to obtain approval from IIAC’s shareholders or satisfy other closing conditions in the Business Combination Agreement, the occurrence of any event that could give rise to the termination of the Business Combination Agreement, the ability to recognize the anticipated benefits of the Business Combination, the amount of redemption requests made by IIAC’s public shareholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the registration statement on Form F-4 to be filed by Zegna with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2020 of IIAC and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by IIAC, Zegna, their respective directors, officers or employees or any other person that IIAC and Zegna will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of IIAC and Zegna as of the date of this communication. Subsequent events and developments may cause that view to change. However, while IIAC and Zegna may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of IIAC or Zegna as of any date subsequent to the date of this communication.

No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of IIAC or Zegna, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1†	Business Combination Agreement, dated as of July 18, 2021, by and among Investindustrial Acquisition Corp, Ermenegildo Zegna Holditalia S.p.A. and EZ Cayman
10.1	Form of Subscription Agreement
10.2	Form of Subscription Agreement (Other)
10.3	Form of Subscription Agreement (Insider PIPE Subscribers)
10.4	Sponsor Letter Agreement, dated as of July  18, 2021, by and among Investindustrial Acquisition Corp, certain other holders set forth on Schedule I thereto, Investindustrial Acquisition Corp. L.P. and Ermenegildo Zegna Holditalia S.p.A.
10.5	Company Support Agreement, dated as of July  18, 2021, by and among Investindustrial Acquisition Corp, Ermenegildo Zegna Holditalia S.p.A. and the shareholders of Ermenegildo Zegna Holditalia S.p.A. party thereto
99.1	Press Release, dated July 19, 2021
99.2	Investor Presentation, dated July 19, 2021
99.3	Consolidated Financial Statements of Ermenegildo Zegna Holditalia S.p.A. and subsidiaries, as of December 31, 2020
99.4	Consolidated Financial Statements of Ermenegildo Zegna Holditalia S.p.A. and subsidiaries, as of December 31, 2019

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 19, 2021	INVESTINDUSTRIAL ACQUISITION CORP
	By:	/s/ Roberto Ardagna
	Name:	Roberto Argagna
	Title:	Chief Executive Officer

EX-2.1

Exhibit 2.1

Execution Version

BUSINESS COMBINATION AGREEMENT

BY AND AMONG

ERMENEGILDO ZEGNA HOLDITALIA S.P.A.,

INVESTINDUSTRIAL ACQUISITION CORP.,

AND

EZ CAYMAN

DATED AS OF JULY 18, 2021

TABLE OF CONTENTS

		PAGE
ARTICLE 1 CERTAIN DEFINITIONS			3
Section 1.1	Definitions		3
Section 1.2	Certain Defined Terms		14
ARTICLE 2 CLOSING TRANSACTIONS			16
Section 2.1	Closing Transactions		16
Section 2.2	Closing		18
Section 2.3	Withholding		18
Section 2.4	IIAC Warrants		18
Section 2.5	Transaction Structure		19
Section 2.6	Use of Proceeds		19
Section 2.7	Payment of Expenses		19
Section 2.8	Escrowed Shares		19
Section 2.9	Equitable Adjustments		22
ARTICLE 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY AND ITS SUBSIDIARIES			23
Section 3.1	Organization and Qualification		23
Section 3.2	Capitalization of the Group Companies		23
Section 3.3	Authority		24
Section 3.4	Financial Statements; Undisclosed Liabilities		25
Section 3.5	Consents and Requisite Governmental Approvals; No Violations		26
Section 3.6	Permits		26
Section 3.7	Material Contracts		26
Section 3.8	Absence of Changes		28
Section 3.9	Litigation		28
Section 3.10	Compliance with Applicable Law		28
Section 3.11	Employee Plans		28
Section 3.12	Environmental Matters		30
Section 3.13	Intellectual Property		30
Section 3.14	Labor Matters		32
Section 3.15	Insurance		34
Section 3.16	Tax Matters		34
Section 3.17	Brokers		35
Section 3.18	Real and Personal Property		35
Section 3.19	Transactions with Affiliates		36
Section 3.20	Data Privacy and Security		37
Section 3.21	Compliance with International Trade & Anti-Corruption Laws		37
Section 3.22	Investigation; No Other Representations.		38
Section 3.23	EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES		38
ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO MERGER SUB			39
Section 4.1	Organization and Qualification		39
Section 4.2	Authority		39
Section 4.3	Capitalization		39
Section 4.4	Consents and Requisite Governmental Approvals; No Violations		39
Section 4.5	Business Activities		40
Section 4.6	Investigation; No Other Representations.		40
Section 4.7	EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES		40

i

		PAGE
ARTICLE 5 REPRESENTATIONS AND WARRANTIES RELATING TO IIAC			41
Section 5.1	Organization and Qualification		41
Section 5.2	Authority		41
Section 5.3	Consents and Requisite Government Approvals; No Violations		42
Section 5.4	Business Activities		42
Section 5.5	Absence of Changes		42
Section 5.6	Brokers		42
Section 5.7	Capitalization of IIAC		42
Section 5.8	SEC Filings		43
Section 5.9	Investment Company Act; JOBS Act		44
Section 5.10	Trust Account		44
Section 5.11	Transactions with Affiliates		44
Section 5.12	Litigation		45
Section 5.13	Compliance with Applicable Law		45
Section 5.14	Internal Controls; Listing; Financial Statements		45
Section 5.15	No Undisclosed Liabilities		46
Section 5.16	Tax Matters		46
Section 5.17	Investigation; No Other Representations		48
Section 5.18	Compliance with International Trade & Anti-Corruption Laws		48
Section 5.19	EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES		48
ARTICLE 6 COVENANTS			49
Section 6.1	Conduct of Business of the Company		49
Section 6.2	Conduct of Business of IIAC		52
Section 6.3	Conduct of Business of Merger Sub		53
Section 6.4	Efforts to Consummate		53
Section 6.5	Confidentiality and Access to Information		54
Section 6.6	Public Announcements		55
Section 6.7	Exclusive Dealing		56
Section 6.8	Preparation of Registration Statement / Proxy Statement		57
Section 6.9	Required IIAC Shareholder Approval		58
Section 6.10	Company Shareholder Approval		58
Section 6.11	Merger Sub Shareholder Approval		58
Section 6.12	Company Long-Term Incentive Plan; Management Grants		59
Section 6.13	NYSE Listing		59
Section 6.14	Trust Account		59
Section 6.15	PCAOB Financials.		59
Section 6.16	Indemnification; Directors’ and Officers’ Insurance		60
Section 6.17	Post-Closing Directors and Officers; Governance.		61
Section 6.18	Transaction Litigation		61
Section 6.19	PIPE Financing		62
Section 6.20	Pre-Closing Restructuring Transactions		62
Section 6.21	Acquisition Transaction		62
Section 6.22	Amendment of Forward Purchase Agreement		62
Section 6.23	Ancillary Documents		63
Section 6.24	Additional Financial Statements		63
Section 6.25	Tax Matters		63
Section 6.26	280G		63
ARTICLE 7 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS			64
Section 7.1	Conditions to the Obligations of the Parties		64
Section 7.2	Other Conditions to the Obligations of IIAC		64

ii

		PAGE
Section 7.3	Other Conditions to the Obligations of the Company		65
Section 7.4	Frustration of Closing Conditions		66
ARTICLE 8 TERMINATION			66
Section 8.1	Termination		66
Section 8.2	Effect of Termination		67
ARTICLE 9 MISCELLANEOUS			67
Section 9.1	Non-Survival		67
Section 9.2	Entire Agreement; Assignment		67
Section 9.3	Amendment		67
Section 9.4	Notices		68
Section 9.5	Governing Law		69
Section 9.6	Fees and Expenses		69
Section 9.7	Construction; Interpretation		69
Section 9.8	Exhibits and Schedules		70
Section 9.9	Parties in Interest		70
Section 9.10	Severability		70
Section 9.11	Counterparts; Electronic Signatures		70
Section 9.12	Knowledge of Company; Knowledge of IIAC		71
Section 9.13	No Recourse		71
Section 9.14	Extension; Waiver		71
Section 9.15	Waiver of Jury Trial		71
Section 9.16	Arbitration		72
Section 9.17	Remedies		72
Section 9.18	Trust Account Waiver		72
Section 9.19	Further Assurances		73

ANNEXES AND EXHIBITS
Annex A	Pre-Closing Restructuring Transactions
Exhibit A	Form of PIPE Subscription Agreement
Exhibit B	Term Sheet for Registration Rights Agreement
Exhibit C	Term Sheet for Lock-Up Agreement
Exhibit D	Term Sheet for Warrant Assumption Agreement and Warrant Agreement Amendment
Exhibit E	Term Sheet for Post-Closing Corporate Governance
Exhibit F	Form of Company Support Agreement
Exhibit G	Form of Sponsor Letter Agreement

iii

BUSINESS COMBINATION AGREEMENT

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law, Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”). The Company (defined below), IIAC and the Merger Sub shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

WHEREAS, (a) IIAC is a blank check company incorporated as a Cayman Islands exempted company on September 7, 2020 and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and (b) Merger Sub is, as of the date hereof, a wholly owned Subsidiary of the Company that was formed for purposes of consummating the transactions contemplated by this Agreement and the Ancillary Documents;

WHEREAS, pursuant to the Governing Documents of IIAC, IIAC is required to provide an opportunity for its shareholders to have their outstanding IIAC Class A Shares redeemed on the terms and subject to the conditions set forth therein in connection with obtaining the Required IIAC Shareholder Approval;

WHEREAS, (a) the Pre-Closing IIAC Holders that hold IIAC Class A Shares that do not redeem their IIAC Class A Shares for cash pursuant to the IIAC Shareholder Redemption will receive Company Ordinary Shares in respect of such IIAC Class A Shares, and (b) the Pre-Closing IIAC Holders that hold IIAC Class B Shares will receive Company Ordinary Shares in respect of such IIAC Class B Shares, in the case of each of clauses (a) and (b), in connection with the Merger and pursuant to the terms and subject to the conditions set forth herein;

WHEREAS, as of the date of this Agreement, Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Sponsor”), and the Other Class B Shareholders collectively own 10,062,500 IIAC Class B Shares, and the Sponsor owns 6,700,000 IIAC Warrants;

WHEREAS, concurrently with the execution of this Agreement, the Sponsor, the Other Class B Shareholders, IIAC and the Company are entering into the sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each Other Class B Shareholder has agreed to (a) vote in favor of this Agreement and the Transactions (including the Merger) and (b) waive any adjustment to the conversion ratio set forth in the Governing Documents of IIAC or any other anti-dilution or similar protection with respect to the IIAC Class B Shares (whether resulting from the transactions contemplated by the PIPE Subscription Agreements, the Forward Purchase Agreement or otherwise), in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, in connection with the Transactions, Monterubello and Ermenegildo Zegna are entering into a company support agreement (the “Company Support Agreement”), with IIAC and the Company, pursuant to which such shareholders have agreed to vote in favor of this Agreement and the Transactions (including the Conversion) on the terms and subject to the conditions set forth in the Company Support Agreement;

WHEREAS, on the Closing Date, but prior to the effective time of the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution and the Share Repurchase, (a) the Company shall implement a cross-border conversion and transfer its legal seat from Italy to The Netherlands and be organized as a Dutch public limited liability company (naamloze vennootschap) in accordance with Section 25, paragraph 3 of Law no. 218/95 and Section 2369, paragraph 5, and Section 2437 of the Italian Civil Code (the “Conversion”), on the terms and subject to the conditions set forth in this Agreement, and (b) in connection with the Conversion, (i) the Company will undergo a share split, or other transaction or share reorganization with a similar effect, in order to ensure that, immediately following the Closing, the Zegna Shareholders will hold 155,400,000 Company Ordinary Shares and (ii) the articles of association, substantially reflecting the relevant terms set forth in Exhibit E attached hereto (the “Company Articles of Association”), will become the articles of association of the Company;

WHEREAS, prior to the date hereof, IIAC entered into a forward purchase agreement with Strategic Holding Group S.à.r.l., an affiliate of the Sponsor (the “FPA Purchaser”), dated as of November 18, 2020 (as may be amended, supplemented or otherwise modified, including pursuant to Section 6.22, the “Forward Purchase Agreement”), which agreement is proposed to be amended in connection with the Merger such that, as amended, the FPA Purchaser will commit to purchase from IIAC 22,500,000 IIAC Class A Shares for an aggregate purchase price of €184,500,000, subject to adjustment in accordance with the terms of the Forward Purchase Agreement (the “Forward Purchase”), which Forward Purchase shall be consummated on the Closing Date, prior to the Merger, the PIPE Financing, the Capital Distribution and the Share Repurchase, and following the Conversion;

WHEREAS, on the Closing Date, immediately following the Forward Purchase and prior to the PIPE Financing, the Capital Distribution and the Share Repurchase, Merger Sub, pursuant to the Plan of Merger and section 233 of the Cayman Islands Act, will merge with and into IIAC, with IIAC as the surviving company in the merger (the “Merger”) and, after giving effect to the Merger and the related share exchange, IIAC will be a wholly owned Subsidiary of the Company, and each issued and outstanding IIAC Share will be exchanged as of the Effective Time into one Company Ordinary Share, each outstanding public IIAC Warrant will, by its terms, convert into a Company Warrant exercisable for one Company Ordinary Share, and each outstanding private IIAC Warrant will be exchanged for the issuance of a new Company Warrant exercisable for one Company Ordinary Share, in each case, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with the execution of this Agreement, each of the Company and IIAC are entering into subscription agreements (collectively, the “PIPE Subscription Agreements”) with certain investors (collectively, the “Investors”) pursuant to which, among other things, the Investors have agreed to subscribe for, and the Company has agreed to issue to the Investors, an aggregate number of Company Ordinary Shares set forth in the PIPE Subscription Agreements in exchange for an aggregate purchase price of $250,000,000 on the Closing Date, on the terms and subject to the conditions set forth therein (such aggregate purchase price, the “PIPE Financing Amount”, and such equity financing hereinafter referred to as the “PIPE Financing”), which PIPE Financing shall be consummated by the Company on the Closing Date, immediately following the Merger and prior to the Capital Distribution and the Share Repurchase;

WHEREAS, on the Closing Date, immediately following the PIPE Financing and prior to the Share Repurchase, IIAC will distribute an amount of cash to the Company by way of a return of capital distribution under Cayman Islands law (the “Capital Distribution”) equal to the Capital Distribution Amount;

WHEREAS, on the Closing Date, immediately following the Capital Distribution, the Company shall repurchase a number of Company Ordinary Shares from Monterubello s.s., an Italian società semplice (“Monterubello”) in exchange for the Cash Consideration (defined below) (the “Share Repurchase”);

WHEREAS, at the Closing, the Company, the Sponsor, Monterubello and Ermenegildo Zegna shall enter into (a) a shareholders agreement, substantially reflecting the relevant terms set forth in Exhibit E attached hereto (the “Shareholders Agreement”), pursuant to which, among other things, the Sponsor, Monterubello and Ermenegildo Zegna will be granted certain governance, director designation and nomination rights, and (b) a registration rights agreement, substantially reflecting the terms set forth in Exhibit B attached hereto (the “Registration Rights Agreement”), pursuant to which the Sponsor, the FPA Purchaser, the Other Class B Shareholders and the Zegna Shareholders will be granted certain registration rights with respect to their respective Equity Securities, in each case, on the terms and subject to the conditions therein;

WHEREAS, at the Closing, the Sponsor, the FPA Purchaser, the Other Class B Shareholders and the Zegna Shareholders will enter into lock-up agreements, substantially reflecting the relevant terms set forth in Exhibit C attached hereto (each a “Lock-Up Agreement”), pursuant to which, among other things, the Sponsor, the FPA Purchaser, the Other Class B Shareholders and the Zegna Shareholders will agree not to effect any sale or distribution of any Equity Securities of the Company (including the Founder Escrowed Shares) issued pursuant to

2

this Agreement or the PIPE Subscription Agreements and held by any of them during the lock-up period described therein other than pursuant to certain exceptions described therein;

WHEREAS, at the Closing, the Company shall adopt an equity incentive plan (the “Long-Term Incentive Plan”), pursuant to which the Company may grant cash and equity incentive awards and compensation to eligible employees and, at or promptly following the Closing, the Company shall grant an aggregate of 1.5 million Company Ordinary Shares to certain members of management of the Company;

WHEREAS, the board of directors of IIAC (the “IIAC Board”) has (a) approved this Agreement, the Ancillary Documents to which IIAC is or will be a party and the transactions contemplated hereby and thereby (including the Merger) and (b) recommended, among other things, approval of this Agreement and Plan of Merger and the transactions contemplated by this Agreement (including the Merger) by the holders of IIAC Shares entitled to vote thereon;

WHEREAS, the board of directors of the Company (the “Company Board”) has (a) approved this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Conversion and the Merger) and (b) recommended, among other things, the approval of this Agreement and the transactions contemplated by this Agreement (including the Conversion and the Merger) by the holders of Company Ordinary Shares entitled to vote thereon; and

WHEREAS, (a) the board of directors of Merger Sub has approved this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger), and (b) the Company, as the sole shareholder of Merger Sub, has approved this Agreement and the Plan of Merger, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Mergers).

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

ARTICLE  1

CERTAIN DEFINITIONS

Section 1.1    Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. For the avoidance of doubt, IIAC shall be an Affiliate of the Company following the Closing.

“Aggregate Company Transaction Proceeds” means an amount equal to the sum of (a) the cash proceeds available for release to the Company or any of its Affiliates (including, for the avoidance of doubt, IIAC) from the Trust Account in connection with the Transactions (which amount, for the avoidance of doubt and without duplication, shall be calculated after giving effect to the IIAC Shareholder Redemption (i.e., reduced by the aggregate amount payable with respect to all IIAC Shareholder Redemptions), notwithstanding that such amounts may not have been paid out of the Trust Account at such time), (b) the proceeds from the Forward Purchase and (c) the Aggregate PIPE Proceeds.

3

“Aggregate PIPE Proceeds” means the cash proceeds to be received by the Company or any of its Affiliates in respect of the PIPE Financing before paying any expenses.

“Ancillary Documents” means the PIPE Subscription Agreements, Shareholders Agreement, Registration Rights Agreement, Lock-Up Agreements, Warrant Agreement Amendment, Warrant Assumption Agreement, FPA Amendment, Company Articles of Association, Company Board Regulations, Terms and Conditions of the Special Voting Shares, Company Support Agreement, Long-Term Incentive Plan, Sponsor Letter Agreement and each other agreement, document, instrument or certificate executed, or contemplated to be executed, in connection with the Transactions.

“Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA); (b) the UK Bribery Act 2010; and (c) any other anti-bribery or anti-corruption Laws or Orders related to combatting bribery, corruption and money laundering.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York, George Town, Cayman Islands, Amsterdam, Netherlands and Milan, Italy are open for the general transaction of business.

“Capital Distribution Amount” means an amount equal to (a) the sum of (i) the cash proceeds available for release to the Company or any of its Affiliates (including, for the avoidance of doubt, IIAC) from the Trust Account in connection with the Transactions (which amount, for the avoidance of doubt and without duplication, shall be calculated after giving effect to the IIAC Shareholder Redemption) and (ii) the proceeds from the Forward Purchase, minus (b) (i) the Transaction Expenses and (ii) any additional amounts to be retained by IIAC as may be agreed in writing by the Company and IIAC each acting in its sole discretion; provided, that IIAC may retain such amounts as may be required as a matter of Cayman Islands law.

“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.

“Code” means the United States Internal Revenue Code of 1986.

“Company” means (a) prior to the consummation of the Conversion, Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law, with registered office in via Roma 99/100, 13835, Valdilana loc. Trivero, Italy, enrolled with the Companies’ Register of Biella under no. REA 00154990022 and (b) from and after the consummation of the Conversion, the Company, which is anticipated to be renamed as agreed by Ermenegildo Zegna and Monterubello, as organized under the laws of The Netherlands as a Dutch public limited liability company (naamloze vennootschap). Any reference to the Company in this Agreement or any Ancillary Document shall be deemed to refer to clauses (a) or (b), as the context may require.

“Company Acquisition Proposal” means (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions, (i) of the Equity Securities of the Company, in each case, that, if consummated, would result in a Person acquiring beneficial ownership of 15% or more of any class of outstanding voting Equity Securities of the Company or 15% or more of the outstanding voting Equity Securities of the Company (regardless of class) or (ii) of all or a portion of assets or businesses of the Group Companies which constitute 15% or more of the fair market value of the Group Companies, taken as a whole (in the case of each of clauses (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise), or (b) any direct or indirect acquisition, in one or a series of related transactions, of 15% or more of any class of outstanding voting Equity Securities of the Company or 15% or more of the outstanding voting Equity Securities of the Company (regardless of class) (in the case of each of clauses (a) and (b) other than pursuant to the exercise or conversion of Equity Awards of the Company in accordance with the terms of the underlying agreement). Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby or any transaction with IIAC shall constitute a Company Acquisition Proposal.

4

“Company Board Regulations” means the board regulations substantially reflecting the relevant terms set forth in Exhibit E attached hereto.

“Company Disclosure Schedules” means the disclosure schedules to this Agreement delivered to IIAC by the Company on the date hereof.

“Company Expenses” means, as of any determination time, the aggregate amount, without duplication, of all fees, expenses, costs, disbursements, commissions or other amounts incurred by or on behalf of any Group Company or Merger Sub or that any Group Company or Merger Sub is obligated to pay, whether or not such amounts are due and payable, in connection with, or as a result of, the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants or other agents or service providers of any Group Company or Merger Sub; (b) fifty percent (50%) of (i) the fees paid to the SEC in connection with filing the Registration Statement / Proxy Statement, and any amendments and supplements thereto with the SEC; (ii) the fees and expenses incurred in relation to the printing and mailing of the Registration Statement / Proxy Statement (including any financial statements and exhibits) and any amendments or supplements thereto and paid to a financial printer; (iii) the fees and expenses paid or payable to the Exchange Agent pursuant to the engagement agreement with the Exchange Agent; and (iv) the fees and expenses incurred by IIAC’s transfer agent and a proxy solicitor selected by IIAC with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), in connection with the filing and distribution of the Registration Statement / Proxy Statement and any amendments and supplements thereto with the SEC; and (c) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company or Merger Sub pursuant to this Agreement or any Ancillary Document; provided, however, notwithstanding the foregoing or anything to the contrary herein, the Company Expenses shall not include any IIAC Expenses or any fees, expenses, commissions or other amounts that are expressly contemplated to be allocated to and paid by IIAC pursuant to this Agreement or any Ancillary Document.

“Company Fundamental Representations” means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect), Section 3.17 (Brokers), Section 4.1 (Organization and Qualification), Section 4.2 (Authority) and Section 4.3 (Capitalization).

“Company IT Systems” means all computer systems, computer Software and hardware, communication systems, servers, network equipment and related documentation, in each case, owned, licensed or leased by a Group Company.

“Company Licensed Intellectual Property” means Intellectual Property Rights owned by any Person other than a Group Company that is licensed to any Group Company.

“Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, (a) has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Group Companies, taken as a whole, or (b) prevents, materially delays or materially impairs the ability of the Company to consummate the Transactions in accordance with the terms of this Agreement and the Ancillary Documents; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence from or related to (i) general business or economic conditions in or affecting Italy or the United States or any other country, or changes therein, or the global economy generally, including any changes in availability or price of commodities, raw materials or other inputs and energy, (ii) any national or international political, regulatory or social conditions, including the engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any

5

military or terrorist attack, sabotage or cyberterrorism, and including any changes in tariffs, quotas or other trade restrictions or barriers, (iii) changes in conditions of the financial, banking, credit, capital or securities markets generally, or changes therein, including changes in interest rates in any country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws or in IFRS, including the repeal thereof, or in the authoritative interpretation thereof, in each case after the date of this Agreement, (v) any change, event, effect or occurrence that is generally applicable to the industries, markets or geographical areas in which any Group Company operates, (vi) the execution or public announcement of this Agreement, the pendency or consummation of the Transactions, or the identity of, or any actions taken by, IIAC, the Sponsor or any of their Affiliates (including any civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings with respect to this Agreement or the Transactions), including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, distributors, licensees, Governmental Entities, or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5 to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the Transactions or the condition set forth in Section 7.2(a) to the extent it relates to such representations and warranties), (vii) any failure by any Group Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii)), (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics (including COVID-19) or quarantines, acts of God or other natural disasters or comparable events, or any escalation of the foregoing or (ix) any actions taken or failed to be taken by any Group Company that are required to be taken by this Agreement or are taken at IIAC’s written request or with IIAC’s consent; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) or (viii) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has or would reasonably be likely to have a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

“Company Ordinary Share” means (a) prior to the consummation of the Conversion, an ordinary share in the share capital of the Company as contemplated pursuant to the Company’s Governing Documents in effect as of the date hereof (as may be amended or modified pursuant to the terms of this Agreement prior to the consummation of the Conversion) and (b) from and after the Conversion, an ordinary share in the share capital of the Company as contemplated pursuant to the Company Articles of Association.

“Company Owned Intellectual Property” means all Intellectual Property Rights that are owned or purported to be owned, used, held for use or practiced by the Group Companies.

“Company Registered Intellectual Property” means all Registered Intellectual Property owned or purported to be owned by, and filed by or in the name of any Group Company.

“Company Shareholders” means the holders of Company Ordinary Shares as of any determination time.

“Company Warrants” means, from and after the Closing, each warrant to purchase one Company Ordinary Share at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement.

“Confidentiality Agreement” means that certain Confidential Disclosure Agreement, dated as of March 3, 2021, by and between the Company and IIAC.

“Consent” means any notice, authorization, qualification, registration, filing, notification, permit, waiver, order, consent or approval to be obtained from, filed with or delivered to, a Governmental Entity or other Person.

6

“Contract” or “Contracts” means any agreement, contract, license, lease, obligation, undertaking or other commitment or arrangement that is legally binding upon a Person or any of his, her or its properties or assets.

“COVID-19” means SARS-CoV-2 or COVID-19 and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, Order, policy, guideline, recommendation, action or directive by any Governmental Entity in connection with or in response to COVID-19 or any other outbreak of contagious disease, epidemic or pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. No. 116-136), the Families First Coronavirus Response Act (Pub. L. No. 116-127), Consolidated Appropriations Act, 2021 (Pub. L. 116-260), the Presidential Memorandum on “Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster” dated August 8, 2020 and IRS Notice 2020-65, the Italian Law Decree no. 18/2020 (Decreto Cura Italia), along with all other Laws, Orders, actions and directives issued by the Republic of Italy or any other Governmental Entity in connection with or in response to COVID-19 or any other outbreak of contagious disease, epidemic or pandemic.

“DTC” means the Depository Trust Company.

“Employee Benefit Plan” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not such plan is subject to ERISA) and each other benefit or compensatory plan, program, policy or Contract that any Group Company maintains, sponsors or contributes to, or under or with respect to which any Group Company has any Liability, other than any plan or program sponsored or maintained by a Governmental Entity.

“Environmental Laws” means all Laws and Orders concerning pollution, protection of the environment, or human health or safety.

“Equity Award” means, as of any determination time, each option (including virtual options) to purchase Company Ordinary Shares that is outstanding and unexercised or performance share evidencing the right to receive Company Ordinary Shares subject to the achievement of performance conditions and continuing employment.

“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Agent” means Continental Stock Transfer & Trust Company.

“Excluded Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto that the Group Companies will transfer in connection with the Pre-Closing Restructuring Transactions.

“Expenses Cap” means, (a) with respect to IIAC Expenses, an aggregate amount equal to $50,000,000, and (b) with respect to Company Expenses, an aggregate amount equal to $25,000,000, in each case of clause (a) and (b), excluding value added and other Taxes, if applicable.

7

“Federal Securities Laws” means the Exchange Act, the Securities Act and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise.

“Foreign Benefit Plan” means each Employee Benefit Plan maintained by any of the Group Companies for its current or former employees, officers, directors, consultants or other individual service providers located outside of the United States.

“GAAP” means United States generally accepted accounting principles.

“Governing Documents” means a Person’s (other than an individual) articles of association, certificate or articles of incorporation and by-laws or comparable governing documents.

“Governmental Entity” means any (a) international, national, federal, state, local, municipal or other government (including the European Commission and the other European government bodies), (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, including any arbitral tribunal of competent jurisdiction (public or private).

“Group Company” and “Group Companies” means, collectively, the Company and its Subsidiaries.

“Hazardous Substance” means any hazardous, toxic, explosive or radioactive material, substance or waste or other pollutant that is regulated by, or may give rise to standards of conduct or Liability pursuant to, any Environmental Law, including any petroleum products or byproducts, asbestos, lead, polychlorinated biphenyls, per- and poly-fluoroakyl substances or radon.

“IFRS” means International Financial Reporting Standards as promulgated by the International Accounting Standards Board as in effect from time to time.

“IIAC Acquisition Proposal” means (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions under which IIAC or any of its controlled Affiliates, directly or indirectly, (i) acquires or otherwise purchases any other Person(s), (ii) engages in a business combination with any other Person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets, Equity Securities or businesses of any other Persons(s) (in the case of each of clauses (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise), (b) any equity, debt or similar investment in IIAC or any of its controlled Affiliates or (c) any other “Business Combination” as defined in the Prospectus. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby shall constitute an IIAC Acquisition Proposal.

“IIAC Class A Shares” means IIAC’s Class A ordinary shares.

“IIAC Class B Shares” means IIAC’s Class B ordinary shares.

“IIAC Disclosure Schedules” means the disclosure schedules to this Agreement delivered to the Company by IIAC on the date hereof.

“IIAC Expenses” means, as of any determination time, the aggregate amount, without duplication, of all fees, expenses, costs, disbursements, commissions or other amounts incurred by or on behalf of IIAC or that IIAC is obligated to pay, whether or not such amounts are due and payable, in connection with, or as a result of, the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions

8

contemplated hereby or thereby, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, placement agents, investment bankers, consultants or other agents or service providers of IIAC; (b) fifty percent (50%) of (i) the fees paid to the SEC in connection with filing the Registration Statement / Proxy Statement, and any amendments and supplements thereto with the SEC; (ii) the fees and expenses incurred in relation to the printing and mailing of the Registration Statement / Proxy Statement (including any financial statements and exhibits) and any amendments or supplements thereto and paid to a financial printer; (iii) the fees and expenses paid or payable to the Exchange Agent pursuant to the engagement agreement with the Exchange Agent; and (iv) the fees and expenses incurred by IIAC’s transfer agent and a proxy solicitor selected by IIAC with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), in connection with the filing and distribution of the Registration Statement / Proxy Statement and any amendments and supplements thereto with the SEC; and (c) any other fees, expenses, commissions or other amounts that are expressly allocated to IIAC pursuant to this Agreement or any Ancillary Document; provided, however, notwithstanding the foregoing or anything to the contrary herein, the IIAC Expenses shall not include the Company Expenses or any fees, expenses, commissions or other amounts that are expressly contemplated to be allocated to and paid by the Company or any Company Shareholder pursuant to this Agreement or any Ancillary Document.

“IIAC Financial Statements” means all of the financial statements of IIAC included in the IIAC SEC Reports.

“IIAC Fundamental Representations” means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Authority), Section 5.6 (Brokers) and Section 5.7(a) (Capitalization of IIAC).

“IIAC Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to prevent, materially delay or materially impair the ability of IIAC to consummate the Transactions in accordance with the terms of this Agreement and the Ancillary Documents.

“IIAC Shareholder Approval” means, collectively, the Required IIAC Shareholder Approval and the Other IIAC Shareholder Approval.

“IIAC Shareholder Redemption” means the right of the holders of IIAC Class A Shares to redeem all or a portion of their IIAC Class A Shares (in connection with the Transactions or otherwise) as set forth in Governing Documents of IIAC.

“IIAC Shares” means, collectively, the IIAC Class A Shares and the IIAC Class B Shares.

“IIAC Warrants” means each warrant to purchase one IIAC Class A Share at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement.

“Indebtedness” means, as of any time, without duplication, with respect to any Person, the outstanding principal amount of, accrued and unpaid interest on, fees and expenses arising under or in respect of (a) indebtedness for borrowed money, (b) other obligations evidenced by any note, bond, debenture or other debt security, (c) obligations for the deferred purchase price of property or assets, including “earn-outs” and “seller notes” (but excluding any trade payables arising in the ordinary course of business), (d) reimbursement and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, in each case, solely to the extent drawn, (e) leases required to be capitalized under GAAP or IFRS, as applicable, (f) derivative, hedging, swap, foreign exchange or similar arrangements, including swaps, caps, collars, hedges or similar arrangements, and (g) any of the obligations of any other Person of the type referred to in clauses (a) through (f) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person.

9

“Intellectual Property Rights” means all intellectual property rights and related priority rights protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, including without limitation all rights associated with the following – whether unregistered or registered (as applicable) along with relevant applications, including the right to file such applications, registrations and renewals in connection therewith – (a) patents and patent applications, utility models, industrial designs and design patent rights, designs and models, including any continuations, divisionals, continuations-in-part and provisional applications and statutory invention registrations and any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, extensions of any of the foregoing (collectively, “Patents”); (b) trademarks, service marks, slogans, symbols, designs, trade names, service names, brand names, product names, slogans, trade dress rights, logos, Internet domain names, certification marks, symbols, corporate names and other source or business identifiers, assumed names, fictitious names, d/b/a’s and every other form of trade identity and other indicia of origin, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing (collectively, “Marks”); (c) copyrights, neighboring rights, sui generis rights and works of authorship (including Software), database and design rights, mask work rights and moral rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions of any of any of the foregoing (collectively, “Copyrights”); (d) whether patentable or not, trade secrets, know-how, business and technical information being confidential or proprietary, pertaining to the activities carried out by the Group Companies – along with any documentation associated therewith – including without limitation with regard to inventions, technology, works of authorship, materials, data, information, databases and data collections, technical data, Software, designs, business plans, product roadmaps, production processes, formulas, recipes, lab notes, chemical routes or studies, experiments, plans, drawings, discoveries, technical-industrial experience, market research and strategies, commercial information on customers, partners and suppliers, as well as any other information and knowledge related thereto (collectively, “Trade Secrets” and (e) any other intellectual or proprietary rights protectable, arising under or associated with any of the foregoing, including those protected by any Law anywhere in the world.

“Investment Company Act” means the Investment Company Act of 1940.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Law” means any federal, state, local, foreign, national or supranational statute, law (including common law and fiduciary duties), act, statute, ordinance, treaty, rule, code, regulation, Order or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.

“Liability” or “liability” means any and all debts, liabilities and obligations, whether accrued or unaccrued, liquidated or unliquidated, fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking.

“Lien” means any mortgage, pledge, security interest, equitable right, other rights in rem or in personam, in rem obligation, encumbrance, easement, limitation of use, burden, lien (including Tax lien), license or sub-license, charge or other similar encumbrance or interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions) or any agreement, arrangement or obligation to create any of the same.

“Multiemployer Plan” has the meaning set forth in Section 3(37) or Section 4001(a)(3) of ERISA.

“NYSE” means the New York Stock Exchange.

“Off-the-Shelf Software” means any Software or other technology that is made generally available on a commercial basis (including technology offered on a SaaS, PaaS or IaaS or similar basis and Software available through retail stores, distribution networks or that is pre-installed as a standard part of hardware) and is licensed

10

to or otherwise made available to any of the Group Companies on a non-exclusive basis under standard terms and conditions.

“Order” means any outstanding writ, order, judgment, injunction, settlement, decision, determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Governmental Entity.

“Other Class B Shareholders” means Sergio Ermotti, Dante Roscini and Tensie Whelan.

“Other IIAC Shareholder Approval” means the approval, at the IIAC Shareholders Meeting where a quorum is present, in the case of each Transaction Proposal (other than the Business Combination Proposal and the Merger Proposal), by an ordinary resolution in accordance with IIAC’s articles of association requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued IIAC Shares entitled to vote thereon and who attend, in person or by proxy, at the IIAC Shareholders Meeting.

“Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any of the Group Companies; provided, that Owned Real Property shall not include Excluded Real Property.

“PCAOB” means the Public Company Accounting Oversight Board.

“Permits” means any approvals, authorizations, clearances, licenses, registrations, permits or certificates of a Governmental Entity.

“Permitted Liens” means any (a) mechanic’s, materialmen’s, carriers’, warehousemen’s, workers’, landlords’ or repairmen’s liens or other similar common law, statutory or consensual Liens arising or incurred in the ordinary course of business for amounts not yet due and payable or that are being contested in good faith by appropriate proceedings (so long as reserves for such Liens being contested have been provided in conformity with applicable Law and IFRS or GAAP, as applicable), (b) Liens for Taxes, assessments or other governmental charges not yet due and payable as of the Closing Date or which are being contested in good faith by appropriate proceedings (so long as reserves for such Taxes being contested have been provided in conformity with applicable Law and IFRS or GAAP, as applicable), (c) statutory limitations, conditions and exceptions (including easements, covenants, rights of way, restrictions or other similar charges) apparent in the records of a Governmental Entity maintaining such records, with respect to Owned Real Property, which are not violated by the present use, operation or occupancy of the Owned Real Property subject thereto and which does not and is not reasonably likely to materially impair the present use, operation, value, marketability or occupancy of, or the property and possession rights over, any Owned Real Property or the conduct of the business, (d) covenants, conditions, restrictions, agreements or easements specifically identified in the Financial Statements, (e) Liens in favor of banking or other financial institutions arising as a matter of Law encumbering deposits or other funds maintained with a financial institution and not incurred in connection with the borrowing of money by the Company or any of its Subsidiaries, (f) cash deposits or cash pledges to secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under similar Laws, or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like nature, in each case in the ordinary course of business and which are not yet due and payable, (g) grants by any Group Company of non-exclusive rights in non-material Company Owned Intellectual Property in the ordinary course of business consistent with past practice, (h) Liens resulting from any acts or omissions of, or from facts or circumstances relating to, IIAC or any of its Affiliates, (i) other Liens that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property or other property to which they relate or the conduct of the business and (j) any Liens that will be terminated at or prior to Closing.

“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity.

11

“Personal Data” means any information that, alone or in combination with other information, identifies, relates to or could be reasonably used to identify (directly or indirectly) a natural person, household, computer or device, including any personally identifiable data (e.g., name, address, phone number, email address, financial account number, payment card data, government issued identifier, and health or medical information).

“Pre-Closing IIAC Holders” means the holders of IIAC Shares at any time prior to the Effective Time, as applicable and as the context requires.

“Privacy Laws” means Laws in any jurisdiction relating to the Processing or protection of Personal Data, including the European Union General Data Protection Regulation 2016/679, the e-Privacy Directive (2002/58/EC), the Italian Data Protection Code under the Legislative Decree 196/2003 as amended by Legislative Decree 101/2018, as well as any applicable provisions, decisions, guidelines and codes of conduct issued by the Italian supervisory authority (Autorità Garante per la protezione dei dati personali) or other supervisory authority of any relevant jurisdiction, as applicable to the Processing of Personal Data carried out by the Group Companies, and, more in general, to privacy matters, including any predecessor, successor or implementing legislation of the foregoing, and any amendments or re-enactments of the foregoing.

“Proceeding” means any lawsuit, litigation, action, audit, examination, opposition, claim, complaint, charge, proceeding, inquiry, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before or otherwise involving any Governmental Entity.

“Process” (or “Processing” or “Processes”) means the collection, use, storage, processing, recording, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity and operation regarding data (whether electronically or in any other form or medium).

“Public Software” means any Software that contains, includes, incorporates or has instantiated therein, or is derived in any manner (in whole or in part) from, any Software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including under any terms or conditions that impose any requirement that any Software using, linked with, incorporating, distributed with or derived from such Public Software (a) be made available or distributed in source code form; (b) be licensed for purposes of making derivative works; or (c) be redistributable at no, or a nominal, charge.

“Real Property Leases” means all leases, sub-leases, tenancies, licenses, concessions, right or grant of use or other agreements, in each case, pursuant to which any Group Company leases, sub-leases, uses or occupies any Leased Real Property (as defined in Section 3.18(b)) or sub-leases any real property.

“Registered Intellectual Property” means all issued Patents, pending applications for registration of Patents, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights and Internet domain name registrations.

“Registration Statement / Proxy Statement” means a registration statement on Form F-4 relating to the Transactions and the Ancillary Documents and containing a proxy statement of IIAC.

“Representatives” means, with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, officers, employees, members, owners, accountants, consultants, advisors, attorneys, agents and other representatives.

“Required IIAC Shareholder Approval” means the approval, at the IIAC Shareholders Meeting where a quorum is present, (a) in the case of the Business Combination Proposal, by an ordinary resolution in accordance with IIAC’s articles of association requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued IIAC Shares entitled to vote thereon and who attend, whether in person or by proxy, at the IIAC Shareholders Meeting (or any adjournment thereof), and (b) in the case of the Merger Proposal, by a special

12

resolution in accordance with IIAC’s articles of association requiring the affirmative vote of at least two-thirds (2/3) majority of the votes cast by the holders of the issued IIAC Shares entitled to vote thereon and who attend, whether in person or by proxy, at the IIAC Shareholders Meeting (or any adjournment thereof).

“Sanctions and Export Control Laws” means any Law in any part of the world related to (a) import and export controls, including the U.S. Export Administration Regulations, or (b) economic sanctions, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations and Her Majesty’s Treasury of the United Kingdom.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Schedules” means, collectively, the Company Disclosure Schedules and the IIAC Disclosure Schedules.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933.

“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws.

“Software” shall mean any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in executable code, source code or object code; (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flowcharts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (d) all documentation, including user manuals and other training documentation related to any of the foregoing.

“Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries.

“Tax” means any federal, state, local or non-United States income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, goods and services, withholding, premium, unclaimed property, escheat, turnover, windfall profits or other taxes of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, additions to tax, or additional amounts imposed by any Governmental Entity with respect thereto, whether disputed or not.

“Tax Authority” means any Governmental Entity responsible for the collection or administration of Taxes or Tax Returns.

“Tax Return” means returns, information returns, statements, declarations, claims for refund, schedules, attachments and reports relating to Taxes required to be filed with any Governmental Entity.

“Transactions” means the transactions contemplated by this Agreement, including the Conversion, the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution and the Share Repurchase.

13

“Transaction Expenses” means collectively, the Company Expenses and the IIAC Expenses; provided, that the Parties shall use reasonable efforts to not exceed the Expenses Cap.

“WARN” means the Worker Adjustment Retraining and Notification Act of 1988, as well as analogous applicable foreign, state or local Laws.

“Warrant Agreement” means the Warrant Agreement, dated as of November 23, 2020, between IIAC and the Trustee (as amended).

“Zegna Shareholders” means, collectively, Monterubello, Ermenegildo Zegna and the other shareholders of the Company immediately prior to Closing.

Section 1.2    Certain Defined Terms. Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Additional Financial Statements	Section 6.24
Additional IIAC SEC Reports	Section 5.8
Agreement	Introduction
Business Combination Proposal	Section 6.9
Capital Distribution	Recitals
Cash Consideration	Section 2.1(f)
Cayman Islands Act	Section 2.1(c)(i)
Cayman Registrar	Section 2.1(c)(ii)
Change of Control	Section 2.8(e)(i)
Closing	Section 2.2
Closing Date	Section 2.2
Closing Filing	Section 6.6(b)
Closing Press Release	Section 6.6(b)
Closing Transactions	Section 7.1(a)
Company Articles of Association	Recitals
Company Board	Recitals
Company Long Term Incentive Plan	Section 6.12(a)
Company Related Party	Section 3.19
Company Related Party Transactions	Section 3.19
Company Required Shareholder Approval	Section 3.3
Company Shareholder Approval Deadline	Section 6.10
Company Support Agreement	Recitals
Conversion	Recitals
Converted Warrant	Section 2.4
Copyrights	Definition of “Intellectual Property Rights”
Creator	Section 3.13(d)
D&O Persons	Section 6.16(a)
Designated Material Contracts	Section 6.1(b)(viii)
Document	Section 9.8
Effective Time	Section 2.1(c)(ii)
Escrowed Shares Escrow Account	Section 2.8(b)(i)
Escrowed Shares Escrow Agent	Section 2.8(a)
Escrowed Shares Escrow Agreement	Section 2.8(b)(i)
Financial Statements	Section 3.4(a)
Founder Escrowed Shares	Section 2.8(a)
Founder Group	Section 2.8(e)(ii)
Forward Purchase	Recitals

14

Term	Section
Forward Purchase Agreement	Recitals
FPA Purchaser	Recitals
FPA Amendment	Section 6.22
IIAC	Introduction
IIAC Board	Recitals
IIAC D&O Tail Policy	Section 6.16(c)
IIAC Related Party	Section 5.11
IIAC Related Party Transactions	Section 5.11
IIAC SEC Reports	Section 5.8
IIAC Shareholders Meeting	Section 6.9
Investors	Recitals
Latest Balance Sheet	Section 3.4(a)
Latest IIAC Balance Sheet	Section 5.15
Leased Real Property	Section 3.18(b)
Listing Application	Section 6.13
Lock-Up Agreement	Recitals
Long-Term Incentive Plan	Recitals
Market Disruption Event	Section 2.8(e)(iii)
Marks	Definition of “Intellectual Property Rights”
Material Contracts	Section 3.7(a)
Material Permits	Section 3.6
Merger	Recitals
Merger Consideration	Section 2.1(c)(vii)
Merger Documents	Section 2.1(c)(ii)
Merger Proposal	Section 6.9
Merger Sub	Introduction
Monterubello	Recitals
Parties	Introduction
Patents	Definition of “Intellectual Property Rights”
PCAOB Company Audited Financial Statements	Section 6.15(a)
PIPE Financing	Recitals
PIPE Financing Amount	Recitals
PIPE Subscription Agreements	Recitals
Plan of Merger	Section 2.1(c)(ii)
Pre-Closing Restructuring Transactions	Section 6.20
Private Converted Warrant	Section 2.4
Pro Rata Basis	Section 2.8(e)(iv)
Prospectus	Section 9.18
Public Converted Warrant	Section 2.4
Public Shareholders	Section 9.18
Registration Rights Agreement	Recitals
Related Proceeding	Section 9.16
Release Notice	Section 2.8(b)(ii)
Required Company Shareholder Approval	Section 6.10
Rules	Section 9.16
Share Repurchase	Recitals
Shareholders Agreement	Recitals
Signing Filing	Section 6.6(b)
Signing Press Release	Section 6.6(b)
Sponsor	Recitals
Sponsor Letter Agreement	Recitals

15

Term	Section
Surviving Company	Section 2.1(c)(i)
Tax Treaty	Section 3.16(m)
Termination Date	Section 8.1(d)
Terms and Conditions of the Special Voting Shares	Section 6.17(a)
Trade Secrets	Definition of “Intellectual Property Rights”
Trading Day	Section 2.8(e)(v)
Transaction Proposals	Section 6.9
Transaction Litigation	Section 6.18
Trust Account	Section 9.18
Trust Account Released Claims	Section 9.18
Trust Agreement	Section 5.10
Trustee	Section 5.10
Volume Weighted Average Share Price	Section 2.8(e)(vi)
Waived 280G Benefits	Section 6.26
Warrant Agreement Amendment	Section 2.4
Warrant Assumption Agreement	Section 2.4

ARTICLE 2

CLOSING TRANSACTIONS

Section 2.1    Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

(a)    Conversion. On the Closing Date prior to the Effective Time, the Company shall cause the Conversion to occur in accordance with Section 25, paragraph 3 of Law no. 218/95 and Sections 2369, paragraph 5 and 2437 of the Italian Civil Code, European legislation and case law of the Court of Justice of the European Union, by means of the execution of a Dutch notarial deed of cross-border conversion and amendment of the articles of association of the Company. Upon execution of this deed, the Company shall make all filings required to be made with the Dutch Trade Register (Handelsregister) and the Italian competent Companies’ Register. In connection with the Conversion, the Company shall undergo a share split, or any other transaction or share reorganization with a similar effect, including a repurchase of outstanding shares or transfer of treasury shares to existing Zegna Shareholders, in order to ensure that, immediately following the Closing (for the avoidance of doubt including the Share Repurchase), the Zegna Shareholders will hold 155,400,000 Company Ordinary Shares, and as part of the Conversion, the Company shall cause (i) the Company Articles of Association to become the articles of association of the Company and (ii) the Company to be renamed as agreed by Ermenegildo Zegna and Monterubello. The Company shall cause the Conversion to be prepared and consummated in accordance with applicable Law, European legislation and case law of the Court of Justice of the European Union. The Company and its Representatives shall give IIAC and its pertinent Representatives a reasonable opportunity to review any applicable documents, certificates or filings in connection with the Conversion and will consider in good faith any comments thereto.

(b)    Forward Purchase. Following the Conversion on the Closing Date, the FPA Purchaser (or its permitted assignee) shall purchase from IIAC, and IIAC shall issue to the FPA Purchaser, 22,500,000 IIAC Class A Ordinary Shares for an aggregate purchase price of €184,500,000, subject to adjustment in accordance with the terms of the Forward Purchase Agreement.

(c)    The Merger.

(i)    Immediately following the consummation of the Forward Purchase pursuant to Section 2.1(b), on the terms and subject to the conditions set forth in this Agreement and in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Act”), Merger Sub shall merge with

16

and into IIAC at the Effective Time. Following the Effective Time, the separate existence of Merger Sub shall cease and IIAC shall continue as the surviving entity of the Merger (the “Surviving Company”) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the Cayman Islands Act.

(ii)    On the Closing Date, IIAC and Merger Sub shall cause a plan of merger (the “Plan of Merger”), in a form reasonably satisfactory to the Company and IIAC (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Islands Act), along with all other documentation and declarations required under the Cayman Islands Act in connection with such merger, to be duly executed and properly filed with the Cayman Islands Registrar of Companies (the “Cayman Registrar”), in accordance with the relevant provisions of the Cayman Islands Act (together, the “Merger Documents”). The Merger shall become effective on the date and time at which the Merger Documents have been duly filed with the Cayman Registrar or on a subsequent date and time as is agreed by IIAC and the Company and specified in the Merger Documents in accordance with the Cayman Islands Act (the time the Merger becomes effective being referred to herein as the “Effective Time”).

(iii)    The Merger shall have the effects as provided in this Agreement, in the Merger Documents and in the applicable provisions of the Cayman Islands Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of each of IIAC and Merger Sub shall vest in the Surviving Company and all debts, liabilities and duties of each of IIAC, and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Company.

(iv)    At the Effective Time, the Governing Documents of IIAC as amended pursuant to the Merger Documents shall be the Governing Documents of the Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law.

(v)    At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Governing Documents of Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

(vi)    At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each share in the capital of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one ordinary share in the share capital of the Surviving Company.

(vii)    At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each IIAC Share (other than such shares cancelled pursuant to Section 2.1(c)(ix)) issued and outstanding as of immediately prior to the Effective Time shall remain outstanding as one ordinary share of the Surviving Company that is held in the accounts of the Exchange Agent, solely for the benefit of the Pre-Closing IIAC Holders, for further contribution immediately following the Effective Time as provided in Section 2.1(c)(viii) (the “Merger Consideration”). From and after the Effective Time, the holder(s) of certificates, if any, evidencing ownership of the IIAC Shares or IIAC Shares held in book-entry form issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided for herein or under applicable Law.

(viii)    Immediately following the Effective Time, and in accordance with the provisions of Section 2:94b of the Dutch Civil Code (Burgerlijk Wetboek), the Exchange Agent, acting solely for the account and benefit of the Pre-Closing IIAC Holders (other than the holders of IIAC Shares to be cancelled in accordance with pursuant to Section 2.1(c)(ix)), shall contribute, for the account and benefit of the Pre-Closing IIAC Holders (other than the holders of IIAC Shares to be cancelled pursuant to Section 2.1(c)(ix)), each of the issued and outstanding ordinary shares of the Surviving Company held in the accounts of the Exchange Agent solely for the

17

benefit of the Pre-Closing IIAC Holders (other than the holders of IIAC Shares to be cancelled pursuant to Section 2.1(c)(ix)) to the Company, as a contribution in kind (inbreng op aandelen anders dan in geld) and, in consideration of this contribution in kind, the Company shall issue (uitgeven) to the Exchange Agent for the account and benefit of the Pre-Closing IIAC Holders (other than the holders of IIAC Shares to be cancelled pursuant to Section 2.1(c)(ix)) one Company Ordinary Share in respect of each ordinary share of the Surviving Company so contributed.

(ix)    At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each IIAC Share held immediately prior to the Effective Time by IIAC as treasury shares shall be cancelled and extinguished, and no consideration shall be paid with respect thereto. Immediately following the Effective Time, the Parties expect that the outstanding Equity Securities of the Company shall be as set forth on Section 2.1(c)(ix) of the Company Disclosure Schedules (subject to adjustment in accordance with Section 2.9).

(d)    PIPE Financing. Immediately following the Effective Time, the Company shall consummate the PIPE Financing pursuant to and in accordance with the terms of the applicable PIPE Subscription Agreements.

(e)    Capital Distribution. Promptly following the consummation of the PIPE Financing pursuant to Section 2.1(d), the Surviving Company shall distribute an amount of cash equal to the Capital Distribution Amount to the Company by way of a return of capital distribution under Cayman Islands law.

(f)    Share Repurchase. Promptly following the Capital Distribution pursuant to Section 2.1(e), the Company shall acquire 54,600,000 Company Ordinary Shares (subject to adjustment in accordance with Section 2.9) from Monterubello in exchange for €455,000,000 (the “Cash Consideration”). Following the Conversion, the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution and the Share Repurchase, the Parties expect that the outstanding Equity Securities of the Company shall be as set forth on Section 2.1(f) of the Company Disclosure Schedules (subject to adjustment in accordance with Section 2.9).

Section 2.2    Closing. The closing of the Forward Purchase, the closing of the Merger, the closing of the PIPE Financing, the closing of the Capital Distribution and the closing of the Share Repurchase (collectively, the “Closing”) shall take place by conference call and by exchange of signature pages by email or other electronic transmission at 9:00 a.m. Central European Time on (a) a date to be mutually agreed by IIAC and the Company but no later than the fifth (5^th) Business Day following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) (the date upon which the Closing actually occurs is referred to herein as the “Closing Date”) or (b) at such other date and time as IIAC and the Company may mutually agree in writing. All Closing actions will be deemed to be one, single transaction. Accordingly, no action will be deemed to have been taken, no obligation will be deemed to have been performed and no instrument will be deemed to have been exchanged unless and until all other actions will have been taken, all other obligations will have been performed, and all other instruments will have been exchanged as set forth in this Article 2.

Section 2.3    Withholding. The Company and IIAC shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law. To the extent that amounts are so withheld and timely remitted to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding).

Section 2.4    IIAC Warrants. As a result of the Merger and without any action of any Party or any other Person (but without limiting the obligations of the Company pursuant to the last sentence of this Section 2.4), (a)

18

each public IIAC Warrant that is outstanding immediately prior to the Effective Time shall automatically cease to represent a right to acquire IIAC Class A Shares and shall automatically represent, immediately following the Effective Time, a right to acquire Company Ordinary Shares (a “Public Converted Warrant”) on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Warrant Agreement and (b) each private IIAC Warrant that is outstanding immediately prior to the Effective Time shall be exchanged, immediately following the Effective Time, for the issuance of a new Company Warrant representing a right to acquire Company Ordinary Shares (a “Private Converted Warrant”; the Private Converted Warrants, together with the Public Converted Warrants, the “Converted Warrants”) on the same contractual terms and conditions of the private IIAC Warrants as were in effect immediately prior to the Effective Time; provided, that each Converted Warrant: (i) shall represent the right to acquire the number of Company Ordinary Shares equal to the number of IIAC Class A Shares subject to each such IIAC Warrant immediately prior to the Effective Time and (ii) shall have an exercise price of $11.50 per whole warrant required to purchase one Company Ordinary Share; and (iii) shall expire on the five (5) year anniversary of the Closing Date. The Company and IIAC shall, as of immediately prior the Effective Time, enter into and adopt the warrant assumption agreement, substantially reflecting the relevant terms set forth in Exhibit D attached hereto (the “Warrant Assumption Agreement”), pursuant to which the Company shall assume all applicable obligations of IIAC under the Warrant Agreement and take such other action as is necessary to effectuate the conversion of the IIAC Warrants into Company Warrants as contemplated in this Section 2.4 (including, for the avoidance of doubt, amending the Warrant Agreement substantially in accordance with the relevant terms set forth in Exhibit D attached hereto (the “Warrant Agreement Amendment”)).

Section 2.5    Transaction Structure. Each Party shall, if requested by any other Party to implement any reorganization transactions or implement any changes to the structure of the Transactions, consider such reorganization transactions or transaction structure changes in good faith and cooperate with the other Party to the extent it determines in good faith that such reorganization transactions or transaction structure changes are advisable and will not (a) have an adverse impact on such Party or its direct or indirect Subsidiaries or equityholders, (b) alter or change the amount or kind of the consideration to be received or paid by any of its or any of its equityholders in connection with the Transactions, (c) have an adverse effect on the Tax consequences of the Transactions to it or its direct or indirect equityholders or (d) materially impede or delay consummation of the Transactions. Any such changes to the structure of the Transactions that are agreed upon by the Parties shall be set forth in writing in an amendment to this Agreement pursuant to the terms hereof.

Section 2.6    Use of Proceeds. The Parties intend that the proceeds from the Transactions shall be allocated in the manner set forth on Section 2.6 of the Company Disclosure Schedules.

Section 2.7    Payment of Expenses. On the Closing Date following the Closing, IIAC shall pay or cause to be paid by wire transfer of immediately available funds all the Transaction Expenses.

Section 2.8    Escrowed Shares.

(a)    Delivery of the Founder Escrowed Shares. Following the Effective Time and the contribution as provided in Section 2.1(c)(vii) and Section 2.1(c)(viii), the Founder Group shall deliver electronically through DTC, using DTC’s Deposit/Withdrawal At Custodian System to an escrow agent to be designated by the Parties in good faith prior to the Closing (the “Escrowed Shares Escrow Agent”), fifty percent (50%), rounded up to the nearest whole Company Ordinary Share, of the Company Ordinary Shares that shall have been issued to the members of the Founder Group in exchange for their respective IIAC Class B Shares (the “Founder Escrowed Shares”) to be held in escrow in accordance with this Section 2.8. The purpose of the escrow shall be to ensure the delivery of (the part of) the Founder Escrowed Shares in the event of an acquisition by the Company in accordance with this Section 2.8. For the avoidance of doubt, the other fifty percent (50%), rounded down to the nearest whole Company Ordinary Share, of the Company Ordinary Shares that shall have been issued to the members of the Founder Group in exchange for their respective IIAC Class B Shares shall be retained by such members and shall not be held in escrow. The last sentence of Section 2.3 shall apply mutatis mutandis to the selection of the Escrowed Shares Escrow Agent.

19

(b)    Procedures Applicable to the Escrow of the Founder Escrowed Shares.

(i)    Upon receipt of the Founder Escrowed Shares, the Escrowed Shares Escrow Agent shall place such Founder Escrowed Shares in an escrow account (the “Escrowed Shares Escrow Account”) established pursuant to an escrow agreement, in form and substance reasonably acceptable to the Company, the Escrowed Shares Escrow Agent and the members of the Founder Group, to be entered into at the Closing by the Company, the Escrowed Shares Escrow Agent and the members of the Founder Group (the “Escrowed Shares Escrow Agreement”).

(ii)    Promptly upon the occurrence of any triggering event described in Section 2.8(c) below, or as soon as practicable after the Company becomes aware of the occurrence of such triggering event or receives written notice of a triggering event from any member of the Founder Group, the Company shall prepare and deliver, or cause to be prepared and delivered, in consultation with the Founder Group, a mutually agreeable written notice to the Escrowed Shares Escrow Agent (a “Release Notice”), which Release Notice shall set forth in reasonable detail the triggering event giving rise to the requested release and the specific release instructions with respect thereto (including the number of Founder Escrowed Shares to be released and the identity of the person to whom they should be released). The Company shall negotiate in good faith with the Founder Group to resolve any disputes that may arise between any of them with respect to the determination of the occurrence of a triggering event and the preparation of the applicable Release Notice provided, that the resolution of any such dispute shall ultimately be made by the Company in good faith.

(iii)    The Founder Escrowed Shares that are to be released from the Escrowed Shares Escrow Account and distributed to the Founder Group shall be distributed to each member of the Founder Group on a Pro Rata Basis, where any fractional entitlements are settled among the Founder Group as determined by the Escrowed Shares Escrow Agent.

(iv)    Any dividends or other distributions attributable to the Founder Escrowed Shares (less any applicable Tax or similar charges levied upon or attributable thereto, including Tax levied by the jurisdiction of tax residency of each respective beneficial owner thereof (which such amounts shall be released to or on behalf of the applicable beneficial-owner member of the Founder Group)) shall be held in escrow in the Escrowed Shares Escrow Account by the Escrowed Shares Escrow Agent and released to the applicable member of the Founder Group if and when the corresponding Founder Escrowed Shares are released to such member; provided, that in case of acquisition of any Founder Escrowed Shares by the Company (as described in Section 2.8(b)(vii)), then such amounts (less any applicable Tax or similar charges levied upon or attributable thereto, including Tax levied by the jurisdiction of tax residency of each respective beneficial owner thereof) shall be first contributed by the Founder Group to the Company (either as a capital contribution on such Founder Escrowed Shares or in consideration of the issuance of new Company Ordinary Shares) and immediately thereafter such Founder Escrowed Shares (or new Company Ordinary Shares issued in respect of the aforementioned contribution) shall be so acquired by the Company for no consideration. The Founder Group (or their respective Affiliates) shall be the sole beneficiary(ies) of any escrow account in which the Founder Escrowed Shares and any cash or other property distributed thereon are held, and the Founder Group (or such successors and assigns, as applicable) shall be treated for Tax purposes as the “Tax owners” of each Escrowed Shares Escrow Account and the Founder Escrowed Shares, cash and other properties held therein (and the same shall be stipulated in any related escrow or account control agreement); provided, that the Founder Escrowed Shares and any cash or other property distributed thereon will be subject to the conditions on contribution and acquisition by the Company described herein. Any interest or similar amounts earned in any such Escrowed Shares Escrow Account shall be the exclusive property of the Founder Group as and when such amounts are received and shall not be subject to the conditions on contribution and acquisition by the Company described herein.

(v)    The price triggers for the lapse of the conditions on contribution and acquisition by the Company described herein and consequently the release of Founder Escrowed Shares described in Section 2.8(c) shall be subject to customary adjustments for any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination, exchange of shares, merger or any similar event.

20

(vi)    All Founder Escrowed Shares shall, upon issuance, be subject to the terms of the Shareholders Agreement, the Registration Rights Agreement and the Lock-Up Agreement, as may be applicable. Except as permitted in accordance with the Escrowed Shares Escrow Agreement, the Founder Group shall not, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the Founder Escrowed Shares, until the earlier of: (1) the date on which the relevant release triggers have been satisfied as described in Section 2.8(c) below and such shares have been released to the members of the Founder Group entitled thereto; (2) a Change of Control; and (3) such date that is seven (7) years from the Closing.

(vii)    For the avoidance of doubt, except as provided by Section 2.8(b)(iv), no additional Company Ordinary Shares will be placed in the Escrowed Shares Escrow Account for release or issuance pursuant to this Section 2.8, and upon release of all of the Founder Escrowed Shares in the Escrowed Shares Escrow Account, the Escrowed Shares Escrow Agreement shall terminate pursuant to its terms and the provisions of this Section 2.8 shall no longer have any force or effect. Notwithstanding the foregoing, any Founder Escrowed Shares not eligible to be released from the Escrowed Shares Escrow Account in accordance with the terms of Section 2.8(c) after the lapse of the seven (7)-year anniversary of the Closing Date shall thereafter be acquired by the Company for no consideration, and thereafter no member of the Founder Group shall have any rights with respect to such Founder Escrowed Shares.

(c)    Release of the Founder Escrowed Shares. The conditions on contribution and acquisition by the Company described herein shall cease to apply and consequently the Founder Escrowed Shares shall be released and transferred as follows:

(i)    seventy percent (70%), rounded up to the nearest whole number, of the Founder Escrowed Shares shall be released from the Escrowed Shares Escrow Account and transferred to the applicable Founder Group member on a Pro Rata Basis, where any fractional entitlements are settled among the Founder Group as determined by the Escrowed Shares Escrow Agent, in accordance with Section 2.8(b) upon receipt of the applicable Release Notice by the Escrowed Shares Escrow Agent if the Volume Weighted Average Share Price equals or exceeds $12.50 per share for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing after the Closing (subject to adjustment pursuant to Section 2.8(b)(v));

(ii)    one hundred percent (100%) of the Founder Escrowed Shares that are at that time in the Escrowed Shares Escrow Account shall be released from the Escrowed Shares Escrow Account and transferred to the applicable Founder Group member on a Pro Rata Basis, where any fractional entitlements are settled among the Founder Group as determined by the Escrowed Shares Escrow Agent, in accordance with Section 2.8(b) upon receipt of the applicable Release Notice by the Escrowed Shares Escrow Agent if the Volume Weighted Average Share Price equals or exceeds $15.00 per share for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period commencing after the Closing (subject to adjustment pursuant to Section 2.8(b)(v)); or

(iii)    one hundred percent (100%) of the Founder Escrowed Shares that are at that time in the Escrowed Shares Escrow Account shall be released from the Escrowed Shares Escrow Account and transferred to the applicable Founder Group member on a Pro Rata Basis, where any fractional entitlements are settled among the Founder Group as determined by the Escrowed Shares Escrow Agent, in accordance with Section 2.8(b) upon receipt of the applicable Release Notice by the Escrowed Shares Escrow Agent if the Company consummates a transaction which results in a Change of Control of the Company or if the Company Ordinary Shares cease to be listed or traded on a U.S. national or regional securities exchange.

(d)    For the avoidance of doubt, if the condition for more than one triggering event is met pursuant to Section 2.8(c), then all of the Founder Escrowed Shares to be released and transferred in connection with each such triggering event shall be released and delivered to the applicable members of the Founder Group in accordance with this Section 2.8.

21

(e)    Definitions. For purposes of this Section 2.8:

(i)    “Change of Control” means (A) a merger, consolidation, reorganization or similar business combination transaction involving the Company in which the holders of the outstanding equity interests in the Company immediately prior to the consummation of such transaction do not collectively own a majority of the outstanding voting power of the surviving entity immediately upon the consummation of such transaction; (B) a transaction (or series of related transactions) in which a majority of the voting securities of the Company are transferred to any other unaffiliated person, entity or “group;” (C) the sale, in one transaction or series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; or (D) the date on which a third party (which is not an Affiliate of Monterubello, Ermenegildo Zegna or the Sponsor) beneficially owns (x) at least thirty percent (30%) of the issued and outstanding Company Ordinary Shares and (y) voting securities with voting power in the Company that exceeds that of Monterubello and Ermenegildo Zegna as of such date.

(ii)    “Founder Group” means the Sponsor and the Other Class B Shareholders.

(iii)    “Market Disruption Event” means, with respect to any date, (A) the failure by NYSE or, if the Company Ordinary Shares are not then listed on the NYSE, the principal U.S. national or regional securities exchange on which the Company Ordinary Shares are then listed, or, if the Company Ordinary Shares are not then listed on a U.S. national or regional securities exchange, the principal other market on which the Company Ordinary Shares are then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than two consecutive hours of trading or during the one-half hour period before the close of trading in that market, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Company Ordinary Shares or in any options contracts, warrants or futures contracts relating to the Company Ordinary Shares.

(iv)    “Pro Rata Basis” means, with respect to a member of the Founder Group, in accordance with the ratio calculated by dividing (A) the number of Company Ordinary Shares held by such member as of immediately following the Closing, by (B) the aggregate number of Company Ordinary Shares held by all of the members of the Founder Group as of immediately following the Closing.

(v)    “Trading Day” means a day on which (A) there is no Market Disruption Event; and (B) trading in the Company Ordinary Shares generally occurs on the NYSE or, if the Company Ordinary Shares are not then listed on the NYSE, the principal U.S. national or regional securities exchange on which the Company Ordinary Shares are then listed or, if the Company Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Company Ordinary Shares are then traded.

(vi)    “Volume Weighted Average Share Price” means, for any Trading Day, the per share volume-weighted average price of Company Ordinary Shares as displayed under the heading “Bloomberg VWAP” on the Company’s page on Bloomberg (or any successor service) in respect of the period from the scheduled open of trading until the schedule close of trading of the primary trading session on such Trading Day (or, if such volume-weighted average price is unavailable, the market value of one (1) Company Ordinary Share on such Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm the Company and the Founder Group mutually select). The Volume Weighted Average Share Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

Section 2.9    Equitable Adjustments. If, between the date of this Agreement and the Closing, the IIAC Shares or the Company Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any share or stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or if there shall have been any

22

breach by IIAC with respect to its IIAC Shares or rights to acquire IIAC Shares or any breach by the Company with respect to its Company Ordinary Shares or rights to acquire Company Ordinary Shares, then any number, value (including Dollar or Euro value) or amount contained herein which is based upon the number of IIAC Shares or Company Ordinary Shares will be appropriately adjusted to provide to the holders of Company Ordinary Shares and the holders of IIAC Shares, as applicable, the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 2.9 shall not (a) be construed to permit the Parties to take any action with respect to their respective securities that is otherwise prohibited by this Agreement or (b) apply to the Conversion (including the split referred to in Section 2.1(a)) or any other transactions expressly contemplated by this Agreement or any Transaction Agreement to the extent consummated in accordance with the terms contemplated by this Agreement or such Transaction Agreement, as applicable (including, for the avoidance of doubt, any transactions expressly contemplated in the Company Disclosure Schedules).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY AND ITS SUBSIDIARIES

Subject to Section 9.8, except as set forth in the Company Disclosure Schedules, the Company hereby represents and warrants to IIAC as follows:

Section 3.1    Organization and Qualification.

(a)    Each Group Company is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). Section 3.1(a) of the Company Disclosure Schedules sets forth the jurisdiction of formation or organization (as applicable) for each Group Company. Each Group Company has the requisite corporate, limited liability company or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect.

(b)    True and complete copies of the Governing Documents of the Company have been made available to IIAC, in each case, as amended and in effect as of the date hereof. The Governing Documents of the Company are in full force and effect, and the Company is not in breach or violation of any provision set forth in its Governing Documents.

(c)    Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in a state of winding up or liquidation, insolvent, bankrupt or subject to any insolvency or pre-insolvency procedures under applicable Laws, unable to pay its debts as they fall due, or in any of the situations dealt with in Articles 2446 or 2447 of the Italian civil code nor it has proposed nor is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them.

Section 3.2    Capitalization of the Group Companies.

(a)    Except for any changes to the extent permitted by Section 6.1(b) or resulting from the issuance, grant, transfer or disposition of Equity Securities of the Company in accordance with this Agreement,

23

Section 3.2(a) of the Company Disclosure Schedule sets forth (i) a true and complete statement of the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding as of the date hereof and prior to the consummation of the Conversion, (ii) the identity of the Persons that are the record owners thereof and (iii) a list of all Contracts relating to the grant and terms of any Equity Awards of the Company. All of the Equity Securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of the Company (A) were not issued in violation of the Governing Documents of the Company or any other Contract to which the Company is party or bound, (B) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C) have been offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than Permitted Liens or pledges to financial institutions to secure bona fide financing arrangements). Except for the Equity Awards set forth on Section 3.2(a) of the Company Disclosure Schedule, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities.

(b)    Section 3.2(b) of the Company Disclosure Schedule sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding and (ii) the identity of the Persons that are the record owners thereof. All of the Equity Securities of each Subsidiary of the Company (x) are duly authorized, validly issued, fully paid and nonassessable, (y) have been issued in compliance in all material respects with applicable Law and (z) are free and clear of any Liens, other than Permitted Liens.

(c)    There are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which holders of Company Ordinary Shares may vote.

(d)    None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person (other than publicly traded securities held in money market or similar accounts as a passive investment by the Group Companies in the ordinary course of business and consisting of less than five percent (5%) of such Person’s outstanding Equity Securities) or the right to acquire any such Equity Security, and none of the Group Companies is a partner or member of any partnership, limited liability company or joint venture.

Section 3.3    Authority. The Company has the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party and (subject to the approval of the relevant terms of this Agreement by the Company extraordinary shareholders’ meeting in accordance with Articles 2368 and 2369 of the Italian Civil Code and any other related formalities and any other shareholder approval, which may be adopted in one more separate resolutions, required pursuant to the Company Articles of Incorporation or applicable Law, including, for the avoidance of doubt, Dutch Law as Dutch Law will apply to the Company after the Conversion (the “Company Required Shareholder Approval”)), to perform its obligations hereunder and thereunder, and to consummate the

24

transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Ancillary Documents to which the Company is or will be a party, the performance of the Company’s obligations hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by the Company Board and upon receipt of the Company Required Shareholder Approval, no other corporate action on the part of the Company will be necessary to authorize this Agreement or such Ancillary Documents, the Company’s performance of its obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby. This Agreement and each Ancillary Document to which the Company is contemplated hereby to be a party of the date hereof has been (and each Ancillary Document to which the Company is contemplated hereby to be a party following the execution of this Agreement, will be upon execution thereof), duly and validly executed and delivered by the Company and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the Company (assuming that this Agreement and the Ancillary Documents to which the Company is or is contemplated to be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), enforceable against the Company in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 3.4    Financial Statements; Undisclosed Liabilities.

(a)    The Company has made available or otherwise provided to IIAC a true and complete copy of (i) the audited consolidated statements of financial position of the Group Companies (consolidated) as of December 31, 2018, December 31, 2019 and December 31, 2020 (the “Latest Balance Sheet”) and (ii) the audited consolidated statements of profit and cash flows of the Group Companies (consolidated) for the twelve (12) month periods then ended (the “Financial Statements”), which are attached as Section 3.4(a) of the Company Disclosure Schedule and contain an unqualified report of the Company’s auditors. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS and with applicable Law applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (B) fairly present the financial position, results of operations and cash flows of the Group Companies (consolidated) as at the date thereof and for the period indicated therein.

(b)    Except (i) as reflected or reserved against in the Financial Statements or disclosed in the notes thereto, (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet, (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses) or otherwise related to the Transactions, (iv) for executory obligations under Contracts and (v) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities.

(c)    The Group Companies have established and maintain systems of internal accounting controls that are designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the Financial Statements in accordance with IFRS and other Laws as applicable to the Group Companies. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in compliance, in all material respects, with applicable Laws that accurately reflect, in all material respects, all transactions required to be recorded therein in accordance with such Laws.

(d)    Since January 1, 2018, to the Company’s knowledge, no Group Company has received any written complaint, allegation, assertion or claim that there is (A) a deficiency in the Group Companies’ internal accounting controls that were described in Section 3.4(c) or (B) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal accounting controls of the Group Companies.

25

Section 3.5    Consents and Requisite Governmental Approvals; No Violations.

(a)    No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Company with respect to the Company’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby or by the Ancillary Documents, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of NYSE to permit the Company Ordinary Shares to be issued in accordance with this Agreement to be listed on the NYSE, (iv) filing of the Merger Documents under the applicable Law of the Cayman Islands, (v) such filings and approvals required in connection with the Conversion, (vi) the Required Company Shareholder Approval, (vii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.11, or (viii) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

(b)    Neither the execution, delivery or performance by the Company of this Agreement nor the Ancillary Documents to which the Company is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in a violation or breach of any provision of the Company’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which any Group Company is a party or (B) any Group Company Permits, (iii) violate, or constitute breach under, any Order or applicable Law to which any Group Company or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of any Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.6    Permits. Each of the Group Companies has all Permits (the “Material Permits”) that are required to own, lease or operate its properties and assets (including with regard to all health- and safety-related matters) and to conduct its business as currently conducted, except where the failure to hold the same would not reasonably be expected to have a Company Material Adverse Effect. Except as is not and would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) each Material Permit has been legitimately obtained, is valid, in full force and effect in accordance with its terms; (ii) to the knowledge of the Company, no written notice of revocation, cancellation, suspension or termination of any Material Permit has been received by any Group Company; and (iii) to the knowledge of the Company, there are no circumstances that could cause the suspension, annulment, cancellation, revocation, withdrawal, termination or repeal of the Material Permits.

Section 3.7    Material Contracts.

(a)    Section 3.7(a) of the Company Disclosure Schedules sets forth a list of the following Contracts to which a Group Company is, as of the date of this Agreement, a party and that are not expired or have not been terminated, excluding any Employee Benefit Plan (collectively, the “Material Contracts”):

(i)    any Contract relating to Indebtedness of any Group Company or to the placing of a Lien (other than any Permitted Lien) on any material assets or properties of any Group Company in each case for an amount in excess of €10,000,000, but excluding derivative, hedging, swap, foreign exchange or similar arrangements;

26

(ii)    any Contract under which any Group Company is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed €2,000,000;

(iii)    any franchising, consignment or similar agreement under which the aggregate annual payments to or by Group Companies exceed €2,000,000;

(iv)    any license agreement, except for any click-wrap, shrink-wrap and Off-the-Shelf Software licenses, and any other non-exclusive Software licenses that are commercially available on reasonable terms to the public generally, with an annual or one-time royalty, license fee or similar payment in an amount in excess of €2,000,000;

(v)    any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such Group Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed €2,000,000;

(vi)    any material joint venture, profit-sharing, partnership, research and development or other similar Contract;

(vii)    any Contract that (A) limits or purports to limit, in any material respect, the freedom of any Group Company to engage or compete in any line of business or with any Person or in any area, (B) contains any material exclusivity, “most favored nation” or similar provisions, obligations or restrictions on the Group Companies or (C) contains any other provisions restricting or purporting to restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, in each case, in any material respect;

(viii)    any Contract governing the terms of, or otherwise related to, the employment, engagement or services of the current managers of the Group Companies who report directly to the Company’s Chief Executive Officer;

(ix)    any Contract for the purchase or sale of any business or an amount of stock or assets (whether by merger, sale of stock, sale of assets or otherwise) other than acquisitions or dispositions made in the ordinary course of business, at a purchase price in excess of €5,000,000, or under which any Group Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation;

(x)    any settlement, conciliation or similar Contract (A) the performance of which would, or would be reasonably likely to, involve any payments after the date hereof in an amount in excess of €2,000,000, (B) with a Governmental Entity or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company in an amount in excess of €2,000,000; and

(xi)    other than any Contracts relating to any Company Related Party Transaction, any other Contract the performance of which requires either (A) annual payments to or from any Group Company in excess of €2,000,000 or (B) aggregate payments to or from any Group Company in excess of €2,000,000 over the life of the agreement and in each case that is not terminable by the applicable Group Company without penalty upon less than ninety (90) days’ prior written notice.

(b)    (i) Each Material Contract is effective, valid and binding on the applicable Group Company and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect and enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting

27

generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the applicable Group Company and, to the knowledge of the Company, the counterparties thereto are not in material breach of, or default under, any Material Contract and (iii) no event has occurred that (with or without due notice or lapse of time or both) would result in a material breach of, or default under, any Material Contract by the applicable Group Company or, to the Company’s knowledge, the counterparties thereto. The Company has made available or otherwise provided to IIAC true and complete copies or written descriptions of the terms of all Material Contracts in effect as of the date hereof (other than purchase orders, invoices and similar confirmatory or administrative documents that are ancillary to the main contractual relationship between the parties to a particular Contract or group of Contracts and that, in each case, do not contain any material terms, conditions, obligations or rights).

Section 3.8    Absence of Changes. During the period beginning on January 1, 2021 and ending on the date of this Agreement:

(a)    no Company Material Adverse Effect has occurred; and

(b)    except (i) for any COVID-19 Measures and (ii) as expressly contemplated by this Agreement, any Ancillary Document or in connection with the transactions contemplated hereby and thereby: (A) the Group Companies have conducted their businesses in the ordinary course in all material respects and (B) the Company has not taken any action that would require the consent of IIAC if taken during the period from the date of this Agreement until the Closing pursuant to Section 6.1(b)(i), Section 6.1(b)(ii), Section 6.1(b)(v), Section 6.1(b)(vi) or Section 6.1(b)(xix) (solely to the extent related to any of the foregoing).

Section 3.9    Litigation. There is (and since January 1, 2018 there has been) no Proceeding pending or, to the Company’s knowledge, threatened against or involving any Group Company or, to the Company’s knowledge, pending or threatened against or involving any Group Company’s managers, officers, directors or employees (in their capacity as such), except for Proceedings that, if adversely decided or resolved, would not or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Group Companies nor any of their respective properties or assets is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by a Group Company pending against any other Person.

Section 3.10    Compliance with Applicable Law. Each Group Company (i) conducts (and since January 1, 2018 has conducted) its business in accordance with all Laws and Orders applicable to such Group Company and is not in violation of any such Law or Order and (ii) has not received any written communications or, to the Company’s knowledge, any other communications from a Governmental Entity that alleges that such Group Company is not in compliance with any such Law or Order, except in the case of each of clauses (i)  and (ii), as would not reasonably be expected to have a Company Material Adverse Effect.

Section  3.11    Employee Plans.

(a)    With respect to each material Employee Benefit Plan, the Group Companies have provided IIAC with true and complete copies of the material documents pursuant to which the plan is maintained, funded and administered, or a written description of the terms thereof.

(b)    Each Employee Benefit Plan has been established, maintained, funded and administered in all material respects in compliance with its terms and applicable Laws. No Group Company has any Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, in each case other than any plan or program sponsored or maintained by a Governmental Entity. No Group Company has any

28

material Liabilities to provide any retiree or post-termination or post-ownership health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to COBRA or similar Law and for which the recipient pays the full premium cost of coverage. No Group Company has any material Liabilities by reason of at any relevant time being considered a single employer under Section 414 of the Code with any other Person (other than a Group Company).

(c)    Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service. None of the Group Companies has incurred (whether or not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code.

(d)    There are no pending or, to the Company’s knowledge, threatened claims or Proceedings with respect to any Employee Benefit Plan except for claims or Proceedings that would not reasonably be expected to have a Company Material Adverse Effect.

(e)    Neither the execution and delivery of this Agreement nor the consummation of the Transactions could (alone or in combination with any other event(s)) (i) result in any payment or benefit becoming due to or result in the forgiveness of any indebtedness of any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies or (iv) entitle any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies to any severance pay or any other payment.

(f)    No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” of any of the Group Companies under any Employee Benefit Plan or otherwise as a result of the consummation of the Transactions could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise tax under Section 4999 of the Code.

(g)    Each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder.

(h)    No member of the Group Companies have any obligation to make a “gross-up” or similar payment in respect of any taxes that may become payable under Section 4999 or Section 409A of the Code or otherwise.

(i)    Each Foreign Benefit Plan that is required to be registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental Entity and in material compliance with the Law and with the collective and individual agreements. All material contributions required to have been made by or on behalf of the Group Companies with respect to plans or arrangements maintained or sponsored a Governmental Entity (including severance, termination indemnities or other similar benefits maintained for employees outside of the U.S.) have been correctly calculated timely made or fully and properly accrued, in material compliance with the Law and with the collective and individual agreements. At all relevant times, all benefit payments under Foreign Benefit Plans have been adjusted regularly and, where applicable, in accordance with contractual or other provisions, and no backlog adjustments must be made for periods up to the Closing Date.

(j)    Notwithstanding any other representation or warranty in this Article 3, the representations and warranties contained in this Section 3.11 constitute the sole representations and warranties of the Group Companies relating to Employee Benefits Plans.

29

Section 3.12    Environmental Matters.

(a)    None of the Group Companies have received any written communication or, to the Company’s knowledge, other communication from any Governmental Entity or any other Person regarding any actual, alleged or potential violation in any respect of, or a failure to comply in any material respect with, any Environmental Laws.

(b)    There is (and since January 1, 2018 there has been) no Proceeding pending or, to the Company’s knowledge, threatened against or involving any Group Company in respect to any Environmental Laws.

(c)    As of the date of this Agreement, to the Company’s knowledge, no property which has been owned or operated by the Group Companies at any time from January 1, 2018 to the date of this Agreement is contaminated with any Hazardous Substances under circumstances that are reasonably expected to require investigation or remediation by any Group Company.

(d)    Notwithstanding any other representation or warranty in this Article 3, the representations and warranties contained in this Section 3.12 constitute the sole representations and warranties of the Group Companies relating to Environmental Law.

Section 3.13    Intellectual Property.

(a)    Section 3.13(a) of the Company Disclosure Schedules sets forth an accurate and complete list of all (i) currently issued or pending Marks of the Group Companies (specifying for each item (A) the record owner of such item, (B) the jurisdictions in which such item has been issued or registered or filed, (C) the issuance, registration or application date, as applicable, for such item and (D) the issuance, registration or application number, as applicable), and (ii) third-party Marks licensed to the Group Companies, in each case, as of the date hereof.

(b)    As of the date of this Agreement, to the knowledge of the Company, all necessary fees and filings with respect to any Company Registered Intellectual Property have been timely and duly submitted to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such Company Registered Intellectual Property in full force and effect. As of the date of this Agreement, to the knowledge of the Company, no issuance or registration obtained and no application filed by the Group Companies for any Company Registered Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed, except for those in respect of which such Group Company has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application. As of the date of this Agreement, to the knowledge of the Company, there are no Proceedings, including litigations, interference, re-examination, reissue, opposition, nullity or cancellation proceedings pending, that relate to any of the Company Registered Intellectual Property and no such Proceedings are threatened by any Governmental Entity or any other Person, in each case that would reasonably be expected to have a Company Material Adverse Effect.

(c)    Each Group Company exclusively owns all right, title and interest in and to all Company Owned Intellectual Property, free and clear of all Liens or obligations to others (other than Permitted Liens). No Group Company has transferred ownership of, or granted any exclusive license with respect to, any Company Owned Intellectual Property to any other Person. The applicable Group Company has valid and enforceable rights under all of its Contracts for Company Licensed Intellectual Property to use, sell, license and otherwise exploit, as the case may be, all Company Licensed Intellectual Property licensed pursuant to such Contracts as the same is currently used, sold, licensed and otherwise exploited by such Group Company, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. The Company Owned Intellectual Property and the Company Licensed Intellectual Property constitute all of the intellectual property used or held for use by the Group Companies in the operation of their respective

30

businesses, and all intellectual property necessary and sufficient to enable the Group Companies to conduct their respective businesses as currently conducted in all material respects. The Company Registered Intellectual Property and the Company Licensed Intellectual Property, is valid, subsisting and, to the knowledge of the Company, enforceable, and all of the Group Companies’ rights in and to the Company Registered Intellectual Property, all other Company Owned Intellectual Property and, to the knowledge of the Company, the Company Licensed Intellectual Property, are valid and enforceable, in each case except for any failure that would not reasonably be expected to have a Company Material Adverse Effect.

(d)    Each Group Company’s current and former employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any Company Owned Intellectual Property since January 1, 2018 (each such person, a “Creator”) have agreed to maintain and protect Trade Secrets and confidential information of all Group Companies. Each Group Company’s current and former employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any material Company Owned Intellectual Property have irrevocably assigned or have agreed to a present irrevocable assignment to such Group Company all Intellectual Property Rights authored, invented, created, improved, modified or developed by such person in the course of such Creator’s employment or other engagement with such Group Company, other than such Intellectual Property Rights that cannot be assigned under applicable Law. There are no current and former employees, consultants, advisors, independent contractors or Persons that could claim any rights whatsoever, including as to title-ownership or economic claims, in relation to such Intellectual Property Rights or to the performance of any related activity, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

(e)    Each Group Company has not disclosed the Trade Secrets owned by or pertaining to each Group Company unless such disclosure was under an appropriate contractual, fiduciary or professional non-disclosure obligations, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. There has been no violation or unauthorized access to or disclosure of any Trade Secrets of or in the possession of each Group Company, or of any written obligations with respect to such, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

(f)    None of the Company Owned Intellectual Property and, to the Company’s knowledge, none of the Company Licensed Intellectual Property is subject to any outstanding Order that restricts in any material manner the use, sale, transfer, licensing or exploitation thereof by the Group Companies or affects the validity, use or enforceability of any such Company Owned Intellectual Property.

(g)    To the knowledge of the Company, neither the conduct of the business of the Group Companies nor any of the Group Company products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Group Companies nor the design, development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other exploitation of any Group Company product infringes, constitutes or results from an unauthorized use or misappropriation of or otherwise violates any Intellectual Property Rights of any other Person, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

(h)    Since January 1, 2018, there is no material Proceeding pending nor has any Group Company received any written communications or, to the Company’s knowledge, any other communications (i) alleging that a Group Company has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company Owned Intellectual Property or (iii) inviting any Group Company to take a license under any Patent or consider the applicability of any Patents to any products or services of the Group Companies or to the conduct of the business of the Group Companies, in each case except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

31

(i)    Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, (i) to the Company’s knowledge, no Person is infringing, misappropriating, misusing, diluting or violating any Company Owned Intellectual Property in any material respect, and (ii) since January 1, 2018, no Group Company has made any written claim that is still pending against any Person alleging any infringement, misappropriation or other violation of any Company Owned Intellectual Property in any material respect.

(j)    Each Group Company has obtained, possesses and is in compliance with valid licenses to use all of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that is otherwise used by such Group Company or its employees in connection with the Group Company business, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as whole.

(k)    Notwithstanding any other representation or warranty in this Article 3, the representations and warranties contained in this Section 3.13 constitute the sole representations and warranties of the Group Companies relating to intellectual property matters.

Section 3.14    Labor Matters.

(a)    Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, since January 1, 2018, (i) none of the Group Companies (A) has or has had any material Liability for any arrears of wages or other compensation for services (including salaries, direct and indirect and deferred salary items, supplementary monthly salaries, wage premiums, commissions, fees or bonuses) other than the payment of wages in arrears in the ordinary course of business, or any penalty, fines, interest or other sums for failure to pay or delinquency in paying such compensation, and (B) has or has had any Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, State-funded wage integration (including due to COVID-19), social security, social insurances or other benefits or obligations for any employees of or any other individual engaged by any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice and regularly and timely made); (ii) the Group Companies have withheld all amounts required by applicable Law or by rules set by the applicable national or company level collective agreements or by internal regulations, or by individual agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company, except as has not and would not reasonably be expected to result in, individually or in the aggregate, material Liability to the Group Companies; and (iii) the Group Companies have been in material compliance with all applicable Laws respecting labor, employment and employment practices.

(b)    The employees have been properly classified and enrolled pursuant to the applicable Laws, rules set by the applicable national or company level collective agreements and individual agreements according to their duties, tasks and responsibilities as provided for in their employment contracts or performed on a de facto basis and according to the limited duration or the employment, where applicable, and no employee is entitled to be reclassified in a different employment level and, as a result, be entitled to a higher salary/indemnity or any other benefits, in each case except as would not reasonably be expected to have a Company Material Adverse Effect. No individual other than the employees may validly claim for the status of employee.

(c)    Section 3.14(c) of the Company Disclosure Schedules sets forth each material labor agreement, union contract or collective bargaining agreement to which any Group Company is a party or by which any Group Company is bound as of the date hereof. Since January 1, 2018, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since January 1, 2018, there have been no labor organizing activities with respect to any employees of any Group Company. The Group Companies have effectively issued

32

all the internal regulations, by-laws and policies required by the applicable Laws and the rules set by the applicable national or company level collective agreements and, at all times, have been in material compliance with all applicable Laws, rules set by the applicable national or company level collective agreements, individual agreements, internal regulations, by-laws and policies and terms and conditions of individual work agreements (including employment and self-employment), including any provisions relating to wages, variable remuneration, working hours, length of notice of termination, non-competition covenant, mandatory placement of disabled employees, fixed-term employment agreements, apprentice agreements, supply of manpower (somministrazione), health and safety at the workplace, social security contributions, contributions due to funds provided by the rules set by the applicable national or company level collective agreements, in each case except as would not reasonably be expected to have a Company Material Adverse Effect.

(d)    Each employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force or furlough carried out by the Group Companies since January 1, 2020 has been implemented in compliance with all applicable Laws, in each case except as would not reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, the Group Companies have been materially compliant with any regulation issued by any competent authority in relation to COVID-19 and have not otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any Law, Order or directive by any Governmental Entity in connection with or in response to COVID-19.

(e)    There are no pending nor, to the Company’s knowledge, threatened labor-related or employment or social security litigation or proceedings of any kind whatsoever related to or involving the Group Companies on one side, and any individual currently or formerly engaged directly or indirectly under any labor law-related agreement (including employment, directorship, self-employment or service contracts) or any labor-related entity or institute (including State social security entity) on the other side, whether before any labor or ordinary courts or before administrative or other courts or before administrative bodies including labor inspectorates, health and safety and sanitary inspectorates and social insurance institutions, nor any Group Companies has experienced any inspections carried out by any competent authorities which detected material breaches of any applicable Laws, collective agreements or individual agreements (including in relation to health and safety at the workplace, injury at the workplace, professional illnesses and services agreements) and social security regulation, in each case except as would not reasonably be expected to have a Company Material Adverse Effect.

(f)    None of the Group Companies is required to make any material payment to any Governmental Entity in connection with any collective dismissal or redundancy procedure or unfair dismissal, which have all been carried out in compliance with the Law. None of the Group Companies is required to reinstate any employee or individual engaged by the Group Companies in its former conditions of work or remuneration.

(g)    Each of the Group Companies has paid, or has made specific provisions for the payment of, the severance payment of all employees and all labor-related liabilities of the same relating to benefits and other accrued outstanding payments and indemnities of any kind.

(h)    To the knowledge of the Company, no current or former employee or independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation owed to any Group Company, in each case except as would not reasonably be expected to have a Company Material Adverse Effect.

(i)    As of the date hereof, to the knowledge of the Company, neither the Company’s Chief Executive Officer nor any current employee of any Group Company who reports directly to the Company’s Chief Executive Officer has provided written notice to the Company of an intention to terminate his or her employment prior to the one (1) year anniversary of the Closing.

(j)    None of the Group Companies reasonably expects any material Liability with respect to any allegations of sexual harassment, or other discrimination, retaliation or policy violation and, to the knowledge of

33

the Company, there are no allegations relating to officers, directors, employees, contractors or agents or any individual engaged by the Group Companies, that would reasonably be expected to bring the Group Companies into disrepute or would result in material damages to the Group Companies.

(k)    Notwithstanding any other representation or warranty in this Article 3, the representations and warranties contained in this Section 3.14 constitute the sole representations and warranties of the Group Companies relating to labor matters.

Section 3.15    Insurance. Each Group Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the applicable Group Company believes to be prudent and customary in the businesses in which such Group Company is engaged.

Section 3.16    Tax Matters. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole:

(a)    Since the date of its respective incorporation or formation, as applicable, each Group Company has acted in compliance with any applicable Laws and Orders relating to Tax and is duly registered for Taxes wherever necessary.

(b)    Each Group Company has duly prepared and timely filed all Tax Returns required to have been filed by it, all such Tax Returns are true and complete and prepared in compliance with all applicable Laws and Orders, and each Group Company has completely and timely paid to the appropriate Tax Authority all Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return. All Taxes which are not yet due and payable, but which relate to periods ending on or before the Closing Date have been adequately provided for in all material respects in the books and records of each Group Company.

(c)    Each Group Company has deducted, withheld or collected all amounts required to be respectively deducted, withheld or collected by it for or on account of Taxes including all amounts required to be deducted, withheld or collected in respect of amounts deemed to be paid respectively by it, and has duly, completely and timely remitted all such amounts to the appropriate Tax Authority when required by Law to do so.

(d)    Each Group Company has not been served with any written notice of assessment or other written notices concerning the payment of Taxes which remains unresolved, and there are no audits, examinations, investigations, claims, disputes, litigations or other proceedings pending or threatened in writing with respect to any Taxes or Tax Return of the Company in any jurisdiction.

(e)    No Group Company has consented to extend or waive the time in which any Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.

(f)    No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to a Group Company which agreement or ruling would be effective after the Closing Date.

(g)    No Group Company is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state or local income Tax Law).

(h)    There are no Liens for Taxes on any assets of the Group Companies other than Permitted Liens.

(i)    During the two (2)-year period ending on the date of this Agreement, no Group Company was a distributing corporation or a controlled corporation in a transaction purported or intended to be governed by Section 355 of the Code.

34

(j)    No Group Company (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was a Group Company or any of its current Affiliates) or (ii) has any Liability for the Taxes of any Person (other than a Group Company or any of its current Affiliates) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-United States Law), as a transferee or successor or by Contract (other than any Contract the principal purpose of which does not relate to Taxes).

(k)    No written claims have ever been made by any Tax Authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(l)    No Group Company is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business that is not primarily related to Taxes).

(m)    The Company is not tax resident anywhere other than in its jurisdiction of incorporation, save that, following the Conversion the Company will be a Tax resident of the Netherlands on the basis of article 2, paragraph 4 of the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969) and of Italy on the basis of article 73, paragraph 3 of the Italian Income Tax Code (DPR n.917/1986), and that the Company intends to be treated as exclusively Tax resident of Italy, for which it will need to rely on article 4, paragraph 3 of the Convention between the Kingdom of the Netherlands and the Republic of Italy for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and on capital (the “Tax Treaty”) on the basis that its “place of effective management” is situated in Italy, it being understood that (x) the Company’s eligibility to the benefits of the Tax Treaty will depend on it not being considered to have executed the Transactions for the principal purpose or one of the principal purposes of obtaining the benefits of the Tax Treaty, having regard to all relevant facts and circumstances and (y) it cannot be excluded that the Netherlands Tax Authority will claim that the Company is exclusively Tax resident of the Netherlands, in the event of which the Company shall use its best efforts to resolve any dual Tax residency issue, for instance by seeking access to dispute resolution mechanisms under the EU Arbitration Directive or the Tax Treaty.

(n)    Notwithstanding any other representation or warranty in this Article 3, the representations and warranties contained in this Section 3.16 constitute the sole representations and warranties of the Group Companies relating to Tax matters.

Section 3.17    Brokers. Except as disclosed on Section 3.17 of the Company Disclosure Schedules and the fees of any broker, finder, investment banker or similar Person pursuant to any Contract entered into after the date hereof that is either expressly permitted pursuant to Section 6.1(b) or entered into in accordance with Section 6.1(b) (which fees shall be the sole responsibility of the Company, except as otherwise provided in Section 9.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Affiliates for which any of the Group Companies has any obligation.

Section 3.18    Real and Personal Property.

(a)    Owned Real Property. Section 3.18(a) of the Company Disclosure Schedules sets forth a true and complete list of all Owned Real Property. With respect to each Owned Real Property: (i) the applicable Group Company party thereto has full, good and marketable ownership title (such as indefeasible fee simple title or similar full title under applicable Law) to such Owned Real Property, free and clear of all liens and encumbrances, except Permitted Liens; (ii) the applicable Group Company party thereto has not leased or otherwise granted to any Person (other than a Group Company) the right to use or occupy such Owned Real Property or any portion thereof; and (iii) other than the right of IIAC pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any

35

portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein. There are no rights, events or circumstances which (with or without taking other action) would entitle any third party, other than the Group Company, to exercise a right of entry to, or take possession of, all or any part of any Owned Real Property, or which would, in any other way, affect or restrict the exclusive continued physical possession, free enjoyment or use of any Owned Real Property.

(b)    Leased Real Property. Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list of all real property leased, subleased, licensed, conceded or similarly used or occupied by any of the Group Companies (the “Leased Real Property”). Each Real Property Lease: (i) is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, (ii) is fully and unconditionally enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and (iii) relates to a Leased Real Property used by the applicable Group Company party thereto in the performance and conduct of their respective businesses. There are no rights, events or circumstances which (with or without taking other action) would entitle any third party, other than the Group Company, to exercise a right of entry to, or take possession of, all or any part of any Leased Real Property, or which would, in any other way, affect or restrict the exclusive continued physical possession, free enjoyment or use of any Leased Real Property, other than as provided in the relevant Real Property Lease or under applicable Law. There is no breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof by, any counterparty to any Real Property Leases, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies. The Group Companies’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has not been materially disturbed, and to the Company’s knowledge, there are no disputes, claims or demands, either pending or threatened in writing, with respect to any Real Property Lease, as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies. True and complete copies of all such Real Property Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) under which the aggregate annual rental payments exceed €500,000 have been made available to IIAC. With respect to each of the Real Property Leases: (i) the applicable Group Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ii) the applicable Group Company has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein.

(c)    Personal Property. Each Group Company has good, marketable and indefeasible title to, or a valid leasehold interest in or license or right to use, all of the material tangible assets and properties of the Group Companies reflected in the Financial Statements or thereafter acquired by the Group Companies, except for assets disposed of in the ordinary course of business, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies.

Section 3.19    Transactions with Affiliates. Section 3.19 of the Company Disclosure Schedules sets forth any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of any Group Company (other than, for the avoidance of doubt, any other Group Company) or any family member of the foregoing Persons, or any entity controlled, directly or indirectly, by any of the foregoing Persons (collectively, “Company Related Parties”), that has a written Contract, arrangement, understanding or interest with or in any Group Company (each, a “Company Related Party Transaction”) and a description thereof; provided, that the definition of “Company Related Party Transaction” shall not include (i) Contracts with respect to a Company Related Party’s employment with (including benefit plans and other ordinary course compensation from) any of the Group Companies, (ii) Contracts with respect to a Person’s status as a holder of Company Ordinary Shares, (iii) customary director and officer indemnification agreements and (iv) Contracts entered into after the date hereof that are either permitted pursuant to Section 6.1(b) or entered into in accordance with

36

Section 6.1(b). As of the date hereof, to the Company’s knowledge, no Company Related Party (A) owns any interest in any material asset or property used in the business of the Group Companies, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a supplier, lender, partner, customer, lessor, lessee or other material business relation of any Group Company or (C) owes any material amount to, or is owed a material amount by, any Group Company (other than accrued compensation, employee benefits, employee or director expense reimbursements). All Company Related Party Transactions (i) are valid, binding, in full force and effect, (ii) have been performed in accordance with their terms and no party to such agreements is in breach or default thereunder and (iii) have been concluded on arm’s-length terms and conditions and at market rates.

Section 3.20    Data Privacy and Security.

(a)    There is (and since January 1, 2018 there has been) no material Proceedings pending or, to the Company’s knowledge, threatened against or involving any Group Company initiated by any Person (including (i) the United States Federal Trade Commission, any state attorney general or similar state official; (ii) any other Governmental Entity, foreign or domestic; or (iii) any supervisory authority or other regulatory or self-regulatory entity) alleging that any Processing of Personal Data by or on behalf of a Group Company is or was in violation of any applicable Privacy Laws.

(b)    Since January 1, 2018, (i) there has been no material loss, damage, or to the Company’s knowledge, unauthorized or unlawful access, use or disclosure of Personal Data in the possession or control of any Group Company and any of its contractors with regard to any Personal Data obtained from or on behalf of a Group Company and (ii) to the Company’s knowledge, there have been no material unauthorized intrusions or breaches of security into any Group Company systems, and (iii) none of the Group Companies has notified or been required to notify any Person of any (A) loss, theft or damage of, or (B) other unauthorized or unlawful access to, or use, disclosure or other Processing of, Personal Data.

(c)    Each Group Company owns or has a license or other right to use the Company IT Systems as necessary to operate the business of each Group Company as currently conducted, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies. All Company IT Systems are (i) free from any defect, bug, virus or programming, design or documentation error and (ii) in sufficiently good working condition to effectively perform all information technology operations necessary for the operation of the business of the Group Companies (except for ordinary wear and tear), except in the case of each of clauses (i) and (ii), as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. Since January 1, 2018, there have not been any failures, breakdowns or continued substandard performance of any Company IT Systems that (i) have caused a material failure or disruption of the Company IT Systems other than routine failures or disruptions that have been remediated in the ordinary course of business, and (ii) have not caused any events of the type described in Section 3.20(b) or affected Personal Data or Trade Secrets owned by or pertaining to each Group Company.

Section 3.21    Compliance with International Trade & Anti-Corruption Laws.

(a)    Neither the Group Companies, nor, to the Company’s knowledge, any of their respective officers, directors or employees, agents or any other Persons acting for or on behalf of any of the Group Companies, is or has been, since January 1, 2018, (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) an entity located, incorporated, organized or resident in any country or territory which is or has, since January 1, 2018, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan and Syria).

37

(b)     None of the Group Companies, nor, to the Company’s knowledge, any of their respective officers, directors or employees, agents or any other Persons acting for or on behalf of any of the foregoing, has (i) made, offered, promised, paid or received any bribes, kickbacks or other similar unlawful payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws.

Section 3.22    Investigation; No Other Representations.

(a)    The Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of IIAC and (ii) it has been furnished with or given access to such documents and information about IIAC and its business and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

(b)    In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 5 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of IIAC or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 5 and in the Ancillary Documents to which it is or will be a party, neither IIAC nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Section 3.23    EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO IIAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3 AND THE ANCILLARY DOCUMENTS, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY THAT HAVE BEEN MADE AVAILABLE TO IIAC OR ANY OF ITS REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY IIAC OR ANY OF ITS REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3, ARTICLE 4 OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY IIAC OR ANY OF ITS REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS

38

AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE  4

REPRESENTATIONS AND WARRANTIES RELATING TO MERGER SUB

Subject to Section 9.8, except as set forth in the Company Disclosure Schedules, each of the Company and Merger Sub hereby represents and warrants to IIAC as follows:

Section 4.1    Organization and Qualification. Merger Sub is an exempted company duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of incorporation. The Governing Documents of Merger Sub are in full force and effect, and Merger Sub is not in breach or violation of any provision set forth in its Governing Documents.

Section 4.2    Authority. Merger Sub has the requisite exempted company power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the approvals and consents to be obtained by Merger Sub pursuant to Section 6.11, the execution and delivery of this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or in the case of any Ancillary Documents entered into after the date of this Agreement, will be upon execution thereof) duly authorized and approved by all necessary corporate action on the part of Merger Sub. This Agreement and each Ancillary Document to which Merger Sub is contemplated hereby to be a party as of the date hereof has been (and each Ancillary Document to which Merger Sub is contemplated hereby to be a party following the execution of this Agreement, will be upon execution thereof) duly and validly executed and delivered by Merger Sub and constitutes or will constitute, upon execution thereof, as applicable, a valid, legal and binding agreement of Merger Sub (assuming this Agreement has been and the Ancillary Documents to which Merger Sub is or is contemplated to be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto), enforceable against Merger Sub in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

Section 4.3    Capitalization. The Equity Securities of Merger Sub outstanding as of the date of this Agreement (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Law, and (iii) were not issued in breach or violation of any preemptive rights or Contract. All of the outstanding Equity Securities of Merger Sub are owned directly by the Company, free and clear of all Liens (other than transfer restrictions under applicable Securities Law). As of the date hereof, Merger Sub has no Subsidiaries and does not own, directly or indirectly, any Equity Securities in any Person.

Section 4.4    Consents and Requisite Governmental Approvals; No Violations.

(a)    No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of Merger Sub with respect to Merger Sub’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the Transactions, (ii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.11, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect.

39

(b)    Neither the execution, delivery or performance by Merger Sub of this Agreement nor the Ancillary Documents to which it is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both), (i) result in any breach of any provision of Merger Sub’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of, any Contract to which Merger Sub is a party, (iii) violate, or constitute breach under, any Order or applicable Law to which Merger Sub or any of their respective properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens), except, in the case of any of clauses (ii) through (iv) above, as would not have a Company Material Adverse Effect.

Section 4.5    Business Activities. Merger Sub was organized solely for the purpose of entering into this Agreement and the Ancillary Documents, and consummating the transactions contemplated hereby and thereby and has not engaged in any activities or business, other than those incident or related to or incurred in connection with its organization or formation, as applicable, or the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby.

Section 4.6    Investigation; No Other Representations.

(a)    Merger Sub, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of IIAC and (ii) it has been furnished with or given access to such documents and information about IIAC and its businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

(b)    In entering into this Agreement and the Ancillary Documents to which it is a party, Merger Sub has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 5 and in the Ancillary Documents to which it is a party and no other representations or warranties of IIAC or any other Person, either express or implied, and Merger Sub, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 5 and in the Ancillary Documents to which it is a party, neither IIAC nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Section 4.7    EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO IIAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 4 AND THE ANCILLARY DOCUMENTS, NEITHER MERGER SUB NOR ANY OTHER PERSON MAKES, AND MERGER SUB EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF MERGER SUB THAT HAVE BEEN MADE AVAILABLE TO IIAC OR ANY OF ITS REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF MERGER SUB BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON

40

BY IIAC OR ANY OF ITS REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 3, THIS ARTICLE 4 OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF MERGER SUB ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF MERGER SUB, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY IIAC OR ANY OF ITS REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE  5

REPRESENTATIONS AND WARRANTIES RELATING TO IIAC

(a) Subject to Section 9.8, except as set forth on the IIAC Disclosure Schedules, or (b) except as set forth in any IIAC SEC Reports (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), IIAC represents and warrants to the Company and Merger Sub as follows:

Section 5.1    Organization and Qualification. IIAC is an exempted company duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of incorporation. IIAC has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have an IIAC Material Adverse Effect. The Governing Documents of IIAC are in full force and effect, and IIAC is not in breach or violation of any provision set forth in its Governing Documents.

Section 5.2    Authority. IIAC has the requisite exempted company power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which IIAC is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Ancillary Documents to which IIAC is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the IIAC Board and upon receipt of the Required IIAC Shareholder Approval, no other corporate or equivalent action or proceeds on the part of IIAC is necessary to authorize this Agreement or such Ancillary Documents or the performance of IIAC’s obligations hereunder or thereunder. This Agreement and each Ancillary Document to which IIAC is contemplated hereby to be a party as of the date hereof has been (and each Ancillary Document to which IIAC is contemplated hereby to be a party following the execution of this Agreement, will be upon execution thereof) duly and validly executed and delivered by IIAC and constitutes or will constitute, upon execution thereof, a valid, legal and binding agreement of IIAC (assuming this Agreement has been and the Ancillary Documents to which IIAC is or is contemplated to be a party are or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto), enforceable against IIAC in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

41

Section 5.3    Consents and Requisite Government Approvals; No Violations.

(a)    No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of IIAC with respect to IIAC’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby or by the Ancillary Documents, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of the NYSE to permit Company Ordinary Shares to be issued in accordance with this Agreement to be listed on the NYSE, (iv) filing of the Merger Documents under the applicable law of the Cayman Islands, (v) the Required IIAC Shareholder Approval or (vi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an IIAC Material Adverse Effect.

(b)    Neither the execution, delivery or performance by IIAC of this Agreement nor the Ancillary Documents to which IIAC is or will be a party nor the consummation by IIAC of the transactions contemplated hereby and thereby will (i) result in any breach of any provision of IIAC’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which IIAC is a party or by which IIAC or any of its properties or assets are bound, (iii) violate, or constitute a breach under, any Order or applicable Law to which IIAC or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of IIAC, except in the case of clauses (ii) and (iii) above, as would not have an IIAC Material Adverse Effect.

Section 5.4    Business Activities. Since its date of incorporation, IIAC has not carried on any business or conducted any operations other than (a) related to its initial public offering or directed towards the accomplishment of a business combination and (b) the execution of this Agreement and other Ancillary Documents to which it is or will be a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto.

Section 5.5    Absence of Changes. Since the date of the Latest IIAC Balance Sheet there has been no change, occurrence or development in the financial condition, properties, assets, liabilities, business or results of operations or any other change, occurrence or development which has had, or would, individually or in the aggregate, reasonably be expected to have an IIAC Material Adverse Effect.

Section 5.6    Brokers. Except as disclosed on Section 5.6 of the IIAC Disclosure Schedules and the fees of any broker, finder, investment banker or similar Person pursuant to any Contract entered into after the date hereof that is either expressly permitted pursuant to Section 6.2 or entered into in accordance with Section 6.2 (which fees shall be the sole responsibility of IIAC, except as otherwise provided in Section 9.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by or on behalf of IIAC for which IIAC has any obligation.

Section 5.7    Capitalization of IIAC.

(a)    Section 5.7(a) of the IIAC Disclosure Schedules sets forth a true and complete statement of the number and class or series (as applicable) of the issued and outstanding IIAC Shares and the IIAC Warrants. All outstanding Equity Securities of IIAC (except to the extent such concepts are not applicable under the applicable Law of IIAC’s jurisdiction of incorporation or other applicable Law) have been duly authorized and validly

42

issued and are fully paid and non-assessable. Such Equity Securities (i) were offered, sold and issued in compliance in all material respects with applicable Laws, including Securities Laws, (ii) were not issued in violation of the Governing Documents of IIAC, (iii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of IIAC) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person and (iv) in the case of IIAC Class B Shares, are free and clear of all Liens (other than Permitted Liens or pledges to financial institutions to secure bona fide financing arrangements). Except for this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, there are no outstanding (A) equity appreciation, phantom equity, profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require IIAC, and, except as expressly contemplated by this Agreement or the Ancillary Documents, there is no obligation of IIAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of IIAC. Except as disclosed in the IIAC SEC Reports, IIAC is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to Equity Securities of IIAC.

(b)    As of the date hereof, IIAC has no Subsidiaries and does not own, directly or indirectly, any Equity Securities in any Person.

Section 5.8    SEC Filings. IIAC has timely filed or furnished all statements, forms, certifications, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since November 23, 2020 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “IIAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional IIAC SEC Reports”). Each of the IIAC SEC Reports, as of their respective dates of filing or being furnished, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional IIAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the IIAC SEC Reports or the Additional IIAC SEC Reports (for purposes of the Additional IIAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading). As of their respective dates of filing, the IIAC SEC Reports did not, and the Additional IIAC SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional IIAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the IIAC SEC Reports. To IIAC’s knowledge, none of the IIAC SEC Reports is subject to ongoing SEC review or investigation as of the date hereof.

43

Section 5.9    Investment Company Act; JOBS Act. IIAC is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case, within the meaning of the Investment Company Act. IIAC constitutes an “emerging growth company” within the meaning of the JOBS Act.

Section 5.10    Trust Account. As of the date hereof, IIAC has an amount in cash or cash equivalents in the Trust Account equal to at least $402,500,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, that invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Account Agreement, dated November 23, 2020 (the “Trust Agreement”), between IIAC and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). The Trust Agreement is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the IIAC SEC Reports to be inaccurate or that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) Pre-Closing IIAC Holders who shall have elected to redeem their IIAC Class A Shares pursuant to the Governing Documents of IIAC or (iii) if IIAC fails to complete a business combination within the allotted time period set forth in the Governing Documents of IIAC and liquidates the Trust Account, subject to the terms of the Trust Agreement, IIAC (in limited amounts to permit IIAC to pay the expenses of the Trust Account’s liquidation, dissolution and winding up of IIAC) and then the Pre-Closing IIAC Holders) or that otherwise relate to the Trust Account or the funds therein. Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Governing Documents of IIAC and the Trust Agreement. IIAC has performed all material obligations required to be performed by it to date under, and is not in breach or default, or delinquent in performance or any other respect (claimed or actual), in connection with the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no Proceedings pending, or to IIAC’s knowledge, threatened with respect to the Trust Account. Since November 23, 2020, IIAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, IIAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to IIAC on the Closing Date. Upon the consummation of the Transactions, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes, (B) to the Pre-Closing IIAC Holders who have elected to redeem their IIAC Class A Shares pursuant to the Governing Documents of IIAC and (C) to the Company pursuant to the Capital Distribution in accordance with Section 2.1(e), each in accordance with the terms of and as set forth in the Trust Agreement, IIAC shall have no further obligation under either the Trust Agreement or the Governing Documents of IIAC to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Section 5.11    Transactions with Affiliates. Section 5.11 of the IIAC Disclosure Schedules sets forth all written and non-written Contracts (each, an “IIAC Related Party Transaction”) between (a) IIAC, on the one hand, and (b) any officer, director, employee, partner, member, manager, direct or indirect equityholder (including Sponsor) or Affiliate of either IIAC or Sponsor, on the other hand (the Persons identified in this clause (b), “IIAC Related Parties”); provided, that the definition of “IIAC Related Party Transaction” shall not include (i) Contracts with respect to an IIAC Related Party’s employment with, or the provision of services to, IIAC (including benefit plans, indemnification arrangements and other ordinary course compensation), (ii) Contracts entered into after the date hereof that are either permitted pursuant to Section 6.2 or entered into in accordance with Section 6.2, (iii) Contracts with respect to a Person’s status as a holder of IIAC Shares and (iv) customary director and officer indemnification agreements. As of the date hereof, to IIAC’s knowledge, no

44

IIAC Related Party (A) owns any interest in any material asset used in the business of IIAC, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a material client, supplier, customer, lessor or lessee of IIAC or (C) owes any material amount to, or is owed a material amount by, IIAC (other than employee or director expense reimbursements). All IIAC Related Party Transactions (i) are valid, binding, in full force and effect, (ii) have been performed in accordance with their terms and no party to such agreements is in breach or default thereunder and (iii) have been concluded on arm’s-length terms and conditions and at market rates.

Section 5.12    Litigation. As of the date of this Agreement, there is (and since its incorporation there has been) no Proceeding pending or, to IIAC’s knowledge, threatened against or involving IIAC except as would not, individually or in the aggregate, reasonably be expected to have an IIAC Material Adverse Effect. Neither IIAC nor any of its respective properties or assets is a party to or subject to the provisions of any Order that restricts the manner in which IIAC conducts its business. As of the date of this Agreement, there are no Proceedings by IIAC pending against any other Person.

Section 5.13    Compliance with Applicable Law. Except where the failure to be, or to have been, in compliance with such Laws has not or would not, individually or in the aggregate, reasonably be expected to have an IIAC Material Adverse Effect, the business of IIAC is not, and has not been since its incorporation, conducted in violation of any applicable Laws. To IIAC’s knowledge, IIAC has not received any notice or communication of any material noncompliance with any Laws that has not been cured.

Section 5.14    Internal Controls; Listing; Financial Statements.

(a)    Except as is not required in reliance on exemptions from various reporting requirements by virtue of IIAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) IIAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of IIAC’s financial reporting and the preparation of IIAC’s financial statements for external purposes in accordance with GAAP and (ii) IIAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to IIAC required be disclosed by IIAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to IIAC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Such disclosure controls and procedures are effective in timely alerting IIAC’s principal executive officer and principal financial officer to material information required to be included in IIAC’s periodic reports required under the Exchange Act.

(b)    There are no outstanding loans or other extensions of credit made by IIAC to any executive officer (as defined in rule 3b-7 under the Exchange Act) or director of IIAC. IIAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(c)    Since November 23, 2020, IIAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of the NYSE. The classes of securities representing issued and outstanding IIAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. There is no Proceeding pending or, to the knowledge of IIAC, threatened against IIAC by the NYSE or the SEC with respect to any intention by such entity to deregister IIAC Class A Shares or prohibit or terminate the listing of IIAC Class A Shares on the NYSE. IIAC has not taken any action that is designed to terminate the registration of IIAC Class A Shares under the Exchange Act.

45

(d)    The IIAC SEC Reports contain true and complete copies of the applicable IIAC Financial Statements. The IIAC Financial Statements (i) fairly present in all material respects the financial position of IIAC as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of notes thereto, (iii) in the case of the audited IIAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

(e)    IIAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for IIAC’s and its Subsidiaries’ assets. IIAC maintains and, for all periods covered by the IIAC Financial Statements, has maintained books and records of IIAC in the ordinary course of business that accurately and fairly reflect the revenues, expenses, assets and liabilities of IIAC in all material respects.

(f)    Neither IIAC (including any employee thereof) nor IIAC’s independent auditors have identified or been made aware of (i) any “significant deficiency” or “material weakness” in the system of internal accounting controls utilized by IIAC, (ii) any fraud, whether or not material, that involves IIAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by IIAC or (iii) any claim or allegation regarding any of the foregoing.

(g)    To IIAC’s knowledge, each director and executive officer of IIAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. IIAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

Section 5.15    No Undisclosed Liabilities. Except for the Liabilities (a) set forth in Section 5.15 of the IIAC Disclosure Schedules, (b) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including, for the avoidance of doubt, the IIAC Expenses and any Liabilities arising out of, or related to, any Proceeding related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, including any shareholder demand or other shareholder Proceedings (including derivative claims), (c) set forth on (or in the notes to) the balance sheet of IIAC contained in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 1, 2021 (the “Latest IIAC Balance Sheet”), (d) that have arisen since the date of the Latest IIAC Balance Sheet in the ordinary course of business, (e) that have been discharged or paid in full in the ordinary course of business, as of the date hereof, (f) either permitted to be incurred pursuant to Section 6.2 or incurred in accordance with Section 6.2 or (g) that are not, and would not reasonably be expected to be, individually or in the aggregate, material to IIAC, IIAC has no Liabilities.

Section 5.16    Tax Matters. Except as would not reasonably be expected to be, individually or in the aggregate, material to IIAC:

(a)    Since the date of its incorporation, IIAC has acted in compliance with any applicable Laws and Orders relating to Tax and is duly registered for Taxes wherever necessary.

(b)    IIAC has duly prepared and timely filed all Tax Returns required to have been filed by it, all such Tax Returns are true and complete and prepared in compliance with all applicable Laws and Orders, and IIAC

46

has completely and timely paid to the appropriate Tax Authority all Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return. All Taxes which are not yet due and payable, but which relate to periods ending on or before the Closing Date have been adequately provided for in all material respects in the books and records of IIAC.

(c)    IIAC has deducted, withheld or collected all amounts required to be respectively deducted, withheld or collected by it for or on account of Taxes including all amounts required to be deducted, withheld or collected in respect of amounts deemed to be paid respectively by it, and has duly, completely and timely remitted all such amounts to the appropriate Tax Authority when required by Law to do so.

(d)    IIAC has not been served with any written notice of assessment or other written notice concerning the payment of Taxes which remains unresolved, and there are no audits, examinations, investigations, claims, disputes, litigations or other proceedings pending or threatened in writing with respect to any Taxes or Tax Return of the Company in any jurisdiction.

(e)    IIAC has not consented to extend or waive the time in which any Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect or that were extensions of time to file Tax Returns obtained in the ordinary course of business.

(f)    No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to IIAC which agreement or ruling would be effective after the Closing Date.

(g)    IIAC is not and has not been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state or local income Tax Law).

(h)    IIAC is not tax resident anywhere other than in its jurisdiction of incorporation and the United Kingdom.

(i)    There are no Liens for Taxes on any assets of IIAC other than Permitted Liens.

(j)    Since the date of its incorporation, IIAC was not a distributing corporation or a controlled corporation in a transaction purported or intended to be governed by Section 355 of the Code.

(k)    IIAC (i) has not been a member of an affiliated group filing a consolidated federal income Tax Return and (ii) does not have any Liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-United States Law), as a transferee or successor or by Contract (other than any Contract the principal purpose of which does not relate to Taxes).

(l)    No written claims have ever been made by any Tax Authority in a jurisdiction where IIAC does not file Tax Returns that IIAC is or may be subject to taxation by that jurisdiction, which claims have not been resolved or withdrawn.

(m)    IIAC is not a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business that is not primarily related to Taxes).

(n)    Notwithstanding any other representation or warranty in this Article 5, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of IIAC relating to Tax matters.

47

Section 5.17    Investigation; No Other Representations.

(a)    IIAC, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

(b)    In entering into this Agreement and the Ancillary Documents to which it is or will be a party, IIAC has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article 3, Article 4 and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of the Company, Merger Sub or any other Person, either express or implied, and IIAC, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article 3, Article 4 and in the Ancillary Documents to which it is or will be a party, neither the Company, Merger Sub nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Section 5.18    Compliance with International Trade & Anti-Corruption Laws.

(a)    Neither IIAC, the Sponsor, nor, to IIAC’s knowledge, any of their respective officers, directors or employees, agents, or any other Persons acting for or on behalf of IIAC or the Sponsor, is or has been (i) a Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) an entity located, incorporated, organized or resident in any country or territory which is or has, since January 1, 2018, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Venezuela, Sudan and Syria).

(b)    Neither IIAC, the Sponsor, nor, to IIAC’s knowledge, any of their respective officers, directors or employees, agents, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, paid or received any bribes, kickbacks or other similar unlawful payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Law.

Section 5.19    EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY, MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 5 AND THE ANCILLARY DOCUMENTS, NEITHER IIAC NOR ANY OTHER PERSON MAKES, AND IIAC EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF IIAC THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY, MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF IIAC BY OR ON BEHALF OF THE MANAGEMENT OF IIAC OR OTHERS IN CONNECTION WITH THE

48

TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY, MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR THE ANCILLARY DOCUMENTS, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF IIAC ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF IIAC, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY, MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE 6

COVENANTS

Section 6.1    Conduct of Business of the Company.

(a)    From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 6.1(a) of the Company Disclosure Schedules, or as consented to in writing by IIAC (such consent not to be unreasonably withheld, conditioned or delayed), (i) operate the business of the Group Companies in the ordinary course consistent with past practice in all material respects, (ii) use commercially reasonable efforts to maintain and preserve intact the current business organization, assets, properties and ongoing businesses of the Company and its Subsidiaries, and maintain the existing relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, and creditors of the Company and its Subsidiaries and (iii) use commercially reasonable efforts to keep available the services of their present officers. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company or any of its Subsidiaries from taking or failing to take any action in anticipation of or response to the actual or anticipated effects on the Company or any of its Subsidiaries of COVID-19 or any other outbreak of contagious disease, epidemic or pandemic or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business, and (z) no such actions or failure to take such actions shall serve as a basis for IIAC to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided that to the extent practicable, prior to taking any such material actions the Company shall use good faith efforts to provide written notice to IIAC and consult with IIAC on such actions or, if not practicable, shall provide written notice reasonably promptly thereafter.

(b)    Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document (including in connection with the implementation of the Pre-Closing Restructuring Transactions), as required by applicable Law or any Governmental Entity, as set forth on Section 6.1(b) of the Company Disclosure Schedules or as consented to in writing by IIAC (such consent, other than in the case of Section 6.1(b)(i), Section 6.1(b)(ii), Section 6.1(b)(v), Section 6.1(b)(vi) or Section 6.1(b)(xix) (solely to the

49

extent related to any of the foregoing), not to be unreasonably withheld, conditioned or delayed), not do any of the following:

(i)    declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any Equity Securities of any Group Company or repurchase or redeem any outstanding Equity Securities of any Group Company, other than dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries to the Company or any Subsidiary that is, directly or indirectly, wholly owned by the Company;

(ii)    (A) merge, consolidate, combine or amalgamate any Group Company with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof;

(iii)    adopt any amendments, supplements, restatements or modifications to the Company’s Governing Documents;

(iv)    (A) sell, assign, abandon, lease, license or otherwise dispose of any material assets or properties of the Group Companies, other than in the ordinary course of business, or (B) subject any material assets or properties of the Group Companies to any Lien (other than any Permitted Liens);

(v)    transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or subject to a Lien, (A) any Equity Securities of any Group Company or (B) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Group Company to issue, deliver or sell any Equity Securities of any Group Company to any Persons other than Group Companies, other than grants of Company Warrants to be issued to the persons and in the amounts listed on Section 6.1(b)(v) of the Company Disclosure Schedules;

(vi)    split, combine or reclassify any of its capital stock or other Equity Securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

(vii)    incur, create or assume any Indebtedness other than (A) indebtedness for borrowed money incurred in the ordinary course of business in an aggregate amount not to exceed €20,000,000, (B) indebtedness in replacement of existing indebtedness for borrowed money in equal or lesser amounts and on terms substantially consistent with or more beneficial than the indebtedness being replaced (and which will not contain any change of control or consent requirements triggered by, or impose any fees or penalties in connection with, the consummation of the Transactions), (C) guarantees of indebtedness of wholly owned Subsidiaries of the Company incurred in compliance with this Section 6.1, or (D) interest rate or currency swaps or other derivatives on customary commercial terms consistent with past practice and in compliance with the Company’s or its Subsidiaries’ risk management policies in effect on the date hereof;

(viii)    (A) amend or modify, in either case in a manner materially adverse to the Company, or terminate any Material Contract of the type described in Section 3.7(a)(vi) or Section 3.7(a)(vii) (such types of Material Contracts, collectively, the “Designated Material Contracts”) (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any Designated Material Contract pursuant to its terms or entering into additional work or purchase orders pursuant to, and in accordance with the terms of, any Designated Material Contract), (B) waive any material benefit or right under any Designated Material Contract or (C) enter into any Contract that would constitute a Designated Material Contract;

(ix)    make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its wholly owned Subsidiaries and (B) the reimbursement of expenses of employees in the ordinary course of business consistent with past practice;

50

(x)    except as required under the terms of any Employee Benefit Plan, (A) amend or modify or adopt or enter into or terminate any material Employee Benefit Plan or any material benefit or compensation plan, policy, program or Contract that would be an Employee Benefit Plan if in effect as of the date of this Agreement, (B) increase or decrease the compensation or benefits payable to any current or former director, manager, officer, employee, independent contractor or other service provider of any Group Company with an annual base salary rate or annual fees in excess of €350,000, (C) take any action to accelerate any material payments (whether individually or in the aggregate), right to payment or benefit, or the funding of any payment or benefit, right to material payments (whether individually or in the aggregate), payable or to become payable to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company, (D) grant, promise or pay any equity or equity-based award, bonus, incentive, severance, retention, change of control or any other similar payment or benefit to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company, (E) hire, engage, terminate (other than for cause), furlough, or temporarily lay off any employee or independent contractor with an annual base salary rate or annual fees in excess of €350,000, or (F) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company;

(xi)    make, change or revoke any material election concerning Taxes, enter into any material Tax closing agreement, settle any material Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business;

(xii)    enter into any settlement, conciliation or similar Contract, the performance of which would involve the payment by the Group Companies in excess of €2,000,000 in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on any Group Company (or IIAC or any of its Affiliates after the Closing);

(xiii)    authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Group Company;

(xiv)    change any Group Company’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards or otherwise in connection with the preparation of financial statements for inclusion in the Registration Statement / Proxy Statement;

(xv)    enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Document;

(xvi)    (A) (x) enter into or (y) amend or modify in any material respect or, any Company Related Party Transaction except for renewals on substantially the same terms as in force on the date hereof, or (B) waive, release or assign any material rights or claims under any such Company Related Party Transactions;

(xvii)    implement any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes that could implicate WARN or other such actions that could implicate WARN;

(xviii)    enter into, conduct, engage in or otherwise operate any new line of business, or discontinue or make any material change to the business of the Company; or

(xix)     enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 6.1.

51

Notwithstanding anything in this Section 6.1 or this Agreement to the contrary, nothing set forth in this Agreement shall give IIAC, directly or indirectly, the right to control or direct the operations of the Group Companies prior to the Closing.

Section 6.2    Conduct of Business of IIAC. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, IIAC shall not, and shall cause its Subsidiaries not to, as applicable, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 6.2 of the IIAC Disclosure Schedules or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), do any of the following:

(a)    adopt any amendments, supplements, restatements or modifications to the Trust Agreement, Warrant Agreement or the Governing Documents of IIAC or any of its Subsidiaries;

(b)    make any other agreement related to the Trust Account or make any distribution of funds held in the Trust Account;

(c)    create or form any Subsidiary;

(d)    acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership or other business organization, or enter into any strategic joint ventures, partnerships or alliances with any other person, or make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person;

(e)    (i) declare, set aside, make or pay a dividend on, or make any other distribution or payment (whether in cash, stock or property) in respect of, its Equity Securities, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any of its outstanding Equity Securities, other than, for the avoidance of doubt, for the IIAC Shareholder Redemption or (ii) authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving IIAC;

(f)    split, combine or reclassify any of its capital stock or other Equity Securities or issue any other security in respect of, in lieu of or in substitution for shares of its capital stock;

(g)    incur, create or assume any Indebtedness, except for Indebtedness for borrowed money in an amount not to exceed $2,000,000 in the aggregate;

(h)    make any loans or advances to, or capital contributions or investments in, any other Person, other than to, or in, IIAC or any of its Subsidiaries;

(i)    offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell any Equity Securities of IIAC or any of its Subsidiaries or any additional options, warrants or stock appreciation rights with respect to its Equity Securities;

(j)    (i) amend, modify or renew any IIAC Related Party Transaction or (ii) enter into any Contract that would constitute an IIAC Related Party Transaction, other than the entry into any IIAC Related Party Transaction with respect to the incurrence of Indebtedness permitted by Section 6.2(g);

(k)    engage in any activities or business, or incur any material Liabilities, other than any activities, businesses or Liabilities (i) in connection with or incidental or related to such Person’s organization, incorporation or formation, as applicable, or continuing corporate (or similar) existence, (ii) that are either expressly permitted under this Section 6.2 (including, for the avoidance of doubt, any activities, business or

52

Liabilities contemplated by, incurred in connection with, or that are otherwise incidental or attendant to this Agreement or any Ancillary Document, the performance of any covenants or agreements hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby) or in accordance with this Section 6.2) or (iii) that are administrative or ministerial;

(l)    make, change or revoke any material election concerning Taxes, other than in the ordinary course of business, enter into any material Tax closing agreement, settle any material Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business;

(m)    change IIAC’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards;

(n)    enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions;

(o)    hire any consultants or advisors (other than advisors engaged as of the date of this Agreement or such consultants or advisors that are currently contemplated to be engaged as set forth on Section 6.2(o) of the IIAC Disclosure Schedules);

(p)    hire any employees or adopt, become obligated to contribute to, or enter into or incur liability (contingent or otherwise) or obligations under any benefit or compensatory plan, program, policy or Contract; or

(q)    enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 6.2.

Notwithstanding anything in this Section 6.2 or this Agreement to the contrary, (i) nothing set forth in this Agreement shall give the Company, directly or indirectly, the right to control or direct the operations of IIAC and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, IIAC from using the funds held by IIAC outside the Trust Account to pay any IIAC Expenses or IIAC Liabilities or from otherwise distributing or paying over any funds held by IIAC outside the Trust Account to the Sponsor or any of its Affiliates, in each case, prior to the Closing.

Section 6.3    Conduct of Business of Merger Sub. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Merger Sub shall not take any action, or engage in any activities or business, nor incur any liabilities or obligations, other than (a) those that are incident to its organization, (b) the execution of this Agreement or any Ancillary Document to which it is or will be a party, (c) those that are expressly contemplated by this Agreement or any Ancillary Document (including the enforcement of any of its rights or the performance of any of its obligations under this Agreement or any Ancillary Documents and the consummation of the transactions contemplated hereby or thereby) or (d)  those that are consented to in writing by IIAC (such consent not to be unreasonably withheld, conditioned or delayed).

Section 6.4    Efforts to Consummate.

(a)    Subject to the terms and conditions herein provided, each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement or the Ancillary Documents (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 7 and, in the case of any Ancillary Document to which such Party is contemplated hereby to be a party after the date of this Agreement, the execution and delivery of such Ancillary Document, and

53

(ii) using reasonable best efforts to obtain the PIPE Financing on the terms and subject to the conditions set forth in the PIPE Subscription Agreements. Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to, and each of the Parties shall cause its Affiliates to, obtain, file with or deliver, as applicable, any Consents of any Governmental Entities or other Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement or the Ancillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. IIAC shall promptly inform the Company of any communication between IIAC, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform IIAC of any communication between the Company or Merger Sub, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement or any Ancillary Document.

(b)    From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, IIAC, on the one hand, and the Company and Merger Sub, on the other hand, shall give counsel for the Company (in the case of IIAC) or IIAC (in the case of the Company or Merger Sub) a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Entity relating to the transactions contemplated by this Agreement or any Ancillary Document. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by any means of telecommunication with any Governmental Entity in connection with the transactions contemplated by this Agreement or any Ancillary Document unless it consults with, in the case of IIAC, the Company, or, in the case of the Company or Merger Sub, IIAC in advance and, to the extent not prohibited by such Governmental Entity, gives, in the case of IIAC, the Company, or, in the case of the Company or Merger Sub, IIAC, the opportunity to attend and participate in such meeting or discussion.

(c)    Notwithstanding anything to the contrary in the Agreement, in the event that this Section 6.4 conflicts with any other covenant or agreement in this Article 6 that is intended to specifically address any subject matter, then such other covenant or agreement shall govern and control solely to the extent of such conflict.

Section 6.5    Confidentiality and Access to Information.

(a)    The terms of the Confidentiality Agreement are hereby incorporated by reference, mutatis mutandis, and, notwithstanding anything contained in the Confidentiality Agreements to the contrary, shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 6.5(a) or the Confidentiality Agreement conflicts with any other covenant or agreement contained in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict.

(b)    From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, the Company shall provide, or cause to be provided, to IIAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies and Merger Sub (in a manner so as to not interfere with the normal business operations of the Group Companies and Merger Sub). Notwithstanding the foregoing, none of the Group Companies and Merger Sub shall be required pursuant to this Section 6.5(b) to provide, or cause to be provided, to IIAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which the Company, any other Group Company or Merger Sub is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any agreement or obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company by any applicable legal privilege

54

(provided that, in case of each of clauses (A) through (D), the Company shall use, and shall cause the other Group Companies or Merger Sub to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company or Merger Sub or any of their respective Affiliates or Representatives, on the one hand, and IIAC or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis unless such written notice is prohibited by applicable Law.

(c)    From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, IIAC shall provide, or cause to be provided, to the Company and its Representatives during normal business hours reasonable access to the directors, officers and books and records of IIAC (in a manner so as to not interfere with the normal business operations of IIAC). Notwithstanding the foregoing, IIAC shall not be required pursuant to this Section 6.5(c) to provide, or cause to be provided, to the Company or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which IIAC is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any agreement or obligation of IIAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to IIAC under any applicable legal privilege (provided that, in case of each of clauses (A) through (D), IIAC shall use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if IIAC, the Sponsor or any of their respective Affiliates or Representatives, on the one hand, and any Group Company, Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that IIAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis unless such written notice is prohibited by applicable Law.

Section 6.6    Public Announcements.

(a)    Subject to Section 6.6(b), Section 6.8 and Section 6.9, none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the transactions contemplated hereby or by any Ancillary Document without the prior written consent (e-mail being sufficient) of the Company and IIAC; provided, however, that each Party, the Sponsor and their respective Representatives may make any such announcement or other communication (i) if such press release, announcement or other communication is required by applicable Law, in which case the disclosing Person shall, to the extent permitted by such applicable Law, use reasonable best efforts to consult with the Company, if the disclosing Person is IIAC, the Sponsor or any of their respective Representatives, or IIAC, if the disclosing Person is the Company or any of its Representatives, and give the Company or IIAC, as applicable, the opportunity to review such announcement or communication and comment thereon and the disclosing Person shall consider such comments in good faith, (ii) to the extent such press release, announcement or other communication contains only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 6.6 or (iii) to Governmental Entities in connection with any Consents required to be obtained under this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby; provided, that the disclosing Person gives the Company or IIAC, as applicable, the opportunity to review such announcement or communication and comment thereon and the disclosing Person shall consider such comments in good faith. Notwithstanding anything to the contrary in this Section 6.6 or otherwise in this Agreement or the Confidentiality Agreement, the Parties agree that IIAC, the Sponsor and their respective Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby or any Ancillary Document to any direct or indirect current

55

or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.

(b)    The initial press release concerning this Agreement and the transactions contemplated hereby or any Ancillary Document shall be a joint press release in the form agreed by the Company and IIAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement on the day thereof. Promptly after the execution of this Agreement (but in any event within the applicable filing deadline), IIAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and IIAC shall consider such comments in good faith. The Company, on the one hand, and IIAC, on the other hand, shall mutually agree upon (each acting reasonably) a press release announcing the consummation of the transactions contemplated by this Agreement and the Ancillary Documents (the “Closing Press Release”) prior to the Closing, and, on the Closing Date (or such other date as may be mutually agreed to in writing by IIAC and the Company prior to the Closing), the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within the applicable filing deadline), the Company shall file a current report on Form 6-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which Closing Filing shall be mutually agreed upon by the Company and IIAC (each acting reasonably) prior to the Closing. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Section 6.7    Exclusive Dealing.

(a)    From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause Merger Sub, the Group Companies and its and their respective officers and directors to not and shall use its reasonable best efforts to cause the other Representatives of Merger Sub and the Group Companies to not, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage, knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding (whether or not binding) regarding a Company Acquisition Proposal; (iv) make any filings or submissions with the SEC in connection with a public offering of any Equity Securities, or other securities, of any Group Company; or (v) otherwise cooperate in any way with, or assist or participate in any negotiations or discussions with, any Person in connection with any Company Acquisition Proposal or a transaction of the type in clause (iv) (other than to inform such Person of the existence of the Company’s obligations under this Section 6.7(a)). The Company agrees to (i) notify IIAC promptly upon receipt of any Company Acquisition Proposal by the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (ii) keep IIAC reasonably informed on a current basis of any material modifications to such offer or information (including if such offer is withdrawn).

(b)    From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, IIAC shall not, shall cause its officers and directors to not, shall cause the Sponsor and its controlled Affiliates to not, and shall use their reasonable best efforts to cause its and their Affiliates and the other Representatives of IIAC and the Sponsor and their controlled Affiliates to not, directly or indirectly: (i) solicit, initiate, knowingly induce, knowingly encourage, knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or could reasonably be expected to lead to, an IIAC Acquisition Proposal; (ii) furnish or disclose any non-public information to any

56

Person in connection with, or that could reasonably be expected to lead to, an IIAC Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding (whether or not binding) regarding an IIAC Acquisition Proposal; (iv) make any filings or submissions with the SEC in connection with a public offering of any Equity Securities, or other securities, of IIAC, other than any such filings or submissions in connection with the transactions contemplated by this Agreement or the Ancillary Documents; or (v) otherwise cooperate in any way with, or assist or participate in any negotiations or discussions with, any Person in connection with any IIAC Acquisition Proposal or a transaction of the type in clause (iv) (other than to inform such Person of the existence of IIAC’s obligations under this Section 6.7(b)). IIAC agrees to (i) notify the Company promptly upon receipt of any IIAC Acquisition Proposal by IIAC, and to describe the material terms and conditions of any such IIAC Acquisition Proposal in reasonable detail (including the identity of the Persons making such IIAC Acquisition Proposal) and (ii) keep the Company reasonably informed on a current basis of any material modifications to such offer or information (including if such offer is withdrawn).

Section 6.8    Preparation of Registration Statement / Proxy Statement. As promptly as reasonably practicable following the date of this Agreement, IIAC and the Company shall prepare and mutually agree upon (each acting reasonably), and the Company shall file with the SEC (in any event following the delivery of the PCAOB Company Audited Financial Statements), the Registration Statement / Proxy Statement (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus of IIAC which will be included therein and which will be used for the IIAC Shareholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by IIAC’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and NYSE). Each of IIAC and the Company shall use its reasonable best efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to, mutually agree upon (each acting reasonably) and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Documents. IIAC, on the one hand, and the Company and Merger Sub, on the other hand, shall use reasonable best efforts to promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 6.8 or for inclusion in any other statement, filing, notice or application made by or on behalf of IIAC or the Company to the SEC or NYSE in connection with the transactions contemplated by this Agreement or the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of IIAC, the Company, or, in the case of the Company or Merger Sub, IIAC thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of IIAC, the Company, or, in the case of the Company or Merger Sub, IIAC (each acting reasonably), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Pre-Closing IIAC Holders. The Company shall promptly advise IIAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Company Ordinary Shares for offering or sale in any jurisdiction, and each of IIAC and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use reasonable best efforts to ensure that none of the information related to him, her or it or any of his, her or its Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the

57

Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 6.9    Required IIAC Shareholder Approval. As promptly as reasonably practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act and, in any event within twenty (20) Business Days of the effectiveness of the Registration Statement / Proxy Statement, IIAC shall duly convene and hold an extraordinary general meeting (the “IIAC Shareholders Meeting”) in accordance with the Governing Documents of IIAC, for the purposes of obtaining the Required IIAC Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect an IIAC Shareholder Redemption. Except as otherwise required by applicable Law, IIAC shall, through its board of directors, recommend to its shareholders each of the following: (i) adoption and approval of this Agreement and the Transactions (including the Merger) and include such recommendation in the Registration Statement / Proxy Statement (the “Business Combination Proposal”); (ii) adoption and approval of any other proposals as either the SEC or NYSE (or the respective staff members thereof) may indicate are necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto, and of any other proposals reasonably agreed by IIAC and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; (iii) adoption, authorization and approval of the Merger, along with the Plan of Merger and the Merger Documents and the transactions contemplated thereby (the “Merger Proposal”); and (iv) the adjournment of the IIAC Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in clauses (i) through (iv) together, the “Transaction Proposals”); provided, that IIAC may postpone or adjourn the IIAC Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the IIAC Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that IIAC has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing IIAC Holders prior to the IIAC Shareholders Meeting or (D) if the holders of IIAC Class A Shares have elected to redeem a number of IIAC Class A Shares as of such time that would reasonably be expected to result in the condition set forth in Section 7.3(d) not being satisfied; provided that in no event shall IIAC adjourn the IIAC Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date more than thirty (30) Business Days after the original date of the IIAC Shareholders Meeting or, without the consent of the Company, to a date that is beyond the Termination Date.

Section 6.10    Company Shareholder Approval. As promptly as reasonably practicable and in any event within ninety (90) days from the date of this Agreement (the “Company Shareholder Approval Deadline”), in accordance with the terms and subject to the conditions of the Governing Documents of the Company, the Company shall cause a shareholders’ meeting of the Company, duly convened or in totalitarian form (assemblea totalitaria), in accordance with Section 15 of the Company’s articles of association, to be validly held to adopt the shareholders’ resolutions required under applicable Law to approve the Conversion and the other Transactions, including the transfer of the Company Ordinary Shares, and any other proposals as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents (the “Required Company Shareholder Approval”). At all times from the date of this Agreement through the Closing, the Company shall, through the Company Board, recommend that the Company Shareholders approve all matters described in the prior sentence.

Section 6.11    Merger Sub Shareholder Approval. Concurrently with the execution of this Agreement, the Company, as the sole Member of Merger Sub, shall approve and adopt this Agreement and the Plan of Merger, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger).

58

Section 6.12    Company Long-Term Incentive Plan; Management Grants.

(a)    At or prior to the Closing, or as soon as reasonably practicable following the Closing, the board of directors and shareholder(s) of the Company shall, in consultation with IIAC (if prior to Closing) and a third party compensation consultant, approve and adopt an omnibus equity incentive plan (“Company Long Term Incentive Plan”), in the manner prescribed under applicable Laws, reserving for grant thereunder an initial number of Company Ordinary Shares equal, for the year ending December 31, 2022, to one percent (1%) of the number of Company Ordinary Shares that will be outstanding on a fully diluted basis immediately following the Closing and with such other terms and conditions that shall be determined by the Company or the appropriate committee of the Company Board.

(b)    As promptly as practicable after the date hereof (but in any event prior to the mailing of the Registration Statement / Proxy Statement with the SEC), the Company shall, in consultation with IIAC, determine the members of management of the Company who will receive grants of Company Ordinary Shares at or prior to the Closing and the allocation thereof among such management members in an aggregate amount of 1.5 million Company Ordinary Shares (assuming that Company Ordinary Shares outstanding immediately following the Closing and prior to such grants shall be consistent with the figures and assumptions set forth in Section 2.1(f) of the Company Disclosure Schedules) out of the Company Long Term Incentive Plan, and the Company shall consult and work in good faith with IIAC in order to determine the foregoing. The number of Company Ordinary Shares to be granted to such management members shall be equitably adjusted in the event that the number of Company Ordinary Shares outstanding immediately following the Closing and prior to such grants does not reflect such assumed number of Company Ordinary Shares.

Section 6.13    NYSE Listing. The Company shall use its reasonable best efforts to (a) cause the Company Ordinary Shares issuable in accordance with this Agreement, including the Conversion and the Merger, to be approved for listing on the NYSE, including by submitting an initial listing application with NYSE (the “Listing Application”) with respect to such shares, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time, subject to official notice of issuance thereof, and (b) satisfy any of the Company’s applicable initial and continuing listing requirements of NYSE. IIAC shall use reasonable best efforts to, and shall use reasonable best efforts to cause its Representatives to, cooperate with the Company and its Representatives in connection with the foregoing provisions of this Section 6.13 to (x) cause the Listing Application, when filed, to comply in all material respects with all legal requirements applicable thereto, (y) respond as promptly as reasonably practicable to and resolve all comments received from NYSE or its staff concerning the Listing Application and (z) have the Listing Application approved by NYSE as promptly as practicable after such filing, and as may otherwise be reasonably requested by the Company.

Section 6.14    Trust Account. Prior to the Closing, IIAC shall provide notice thereof to the Trustee in accordance with the Trust Agreement, and upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article 7 and provision of such notice to the Trustee, (a) at the Closing, IIAC shall (i) cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (ii) ake all appropriate arrangements to cause the Trustee to (A) pay as and when due all amounts, if any, payable to the Public Shareholders of IIAC pursuant to the IIAC Shareholder Redemption, (B) pay the amounts due to the underwriters of IIAC’s initial public offering for their deferred underwriting commissions as set forth in the Trust Agreement and (C) immediately thereafter, pay all remaining amounts then available in the Trust Account to the Company in accordance with the Trust Agreement, and (b)  thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 6.15     PCAOB Financials.

(a)    As soon as reasonably practicable, the Company shall deliver to IIAC the audited consolidated statements of financial position of the Group Companies as of December 31, 2020 and 2019, and the audited consolidated statements of profit and loss, of other comprehensive income and of cash flows of the Group

59

Companies for the twelve (12) month periods ended December 31, 2020, 2019 and 2018 (the “PCAOB Company Audited Financial Statements”), audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditors. The PCAOB Company Audited Financial Statements, as well as any interim semi-annual unaudited consolidated financial statements that will be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company or IIAC with the SEC in connection with the Transactions, (A) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein.

(b)    The Company shall use its commercially reasonable efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the business of the Company or its relevant Subsidiaries in preparing (or causing to be prepared) in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company with the SEC in connection with the Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law.

Section 6.16    Indemnification; Directors’ and Officers’ Insurance.

(a)    Each Party agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers of IIAC and the members of IIAC’s advisory board, as provided in IIAC’s Governing Documents or otherwise in effect as of the date of this Agreement, in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive the consummation of the Transactions and shall continue in full force and effect from and after the Closing for a period of six (6) years and (ii) the Company will perform and discharge all obligations to provide such indemnity and exculpation during such six (6) year period. To the maximum extent permitted by applicable Law, during such six (6)-year period, the Company shall advance expenses in connection with such indemnification as provided in IIAC’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the IIAC Governing Documents shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors or officers of IIAC or members of IIAC’s advisory board (collectively, the “D&O Persons”) to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring prior to Closing and relating to the fact that such D&O Person was a director or officer of any Group Company or a member of IIAC’s advisory board prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law.

(b)    The Company shall not have any obligation under this Section 6.16 to any D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c)    The Company shall purchase, at or prior to the Closing, and maintain in effect for a period of six (6) years after the Closing Date, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of IIAC as of the date hereof with respect to matters occurring on or prior to the Closing (the “IIAC D&O Tail Policy”). Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as the coverage provided under the IIAC’s directors’ and officers’ liability insurance policies as of the date hereof; provided that the Company shall not pay a premium for such “tail” policy in excess of 250% of the most recent total premium paid by IIAC prior to the date of this Agreement and, in such event, the Company shall purchase the maximum coverage available for 250% of the most recent total premium paid by IIAC prior to the date of this Agreement.

60

(d)    If the Company, any other Group Company or any of their respective successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of the Company or such Group Company shall assume all of the obligations set forth in this Section 6.16.

(e)    The D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 6.16 are intended to be third-party beneficiaries of this Section 6.16. This Section 6.16 shall survive the consummation of the Transactions and shall be binding on all successors and assigns of the Company.

Section 6.17    Post-Closing Directors and Officers; Governance.

(a) The Company shall take all such action within its power as may be necessary or appropriate such that effective immediately after the Closing, (i) the Company Board shall consist of eleven (11) directors; (ii) the Governing Documents of the Company shall be in a form that substantially reflects the relevant terms set forth in Exhibit E attached hereto and such other terms and conditions that may be mutually agreed and are reasonably satisfactory to the Company and IIAC; and (iii) the Terms and Conditions of the Special Voting Shares, substantially reflecting the relevant terms set forth in Exhibit E attached hereto (the “Terms and Conditions of the Special Voting Shares”), shall be adopted and implemented.

(b)    Prior to the mailing of the Registration Statement / Proxy Statement with the SEC, IIAC shall designate one (1) individual to serve as a director on the Company Board immediately after the Closing for a one (1) year term, who shall be Andrea C. Bonomi; provided, that in the event that Andrea C. Bonomi is unwilling or unable (whether due to death, disability or otherwise) to serve as a director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing IIAC Holders, the Sponsor may nominate a replacement for such individual to serve as such director, subject to the consent of the Company in its discretion.

(c)    Prior to the mailing of the Registration Statement / Proxy Statement with the SEC, the Company shall designate ten (10) individuals to serve as directors on the Company Board immediately after the Closing for a one year term, one of whom shall be Sergio Ermotti; provided, that in the event that Sergio Ermotti is unwilling or unable (whether due to death, disability or otherwise) to serve as a director, then, prior to the mailing of the Registration Statement / Proxy Statement to the Pre-Closing IIAC Holders, the Company may replace such individual with another individual to serve as such director.

(d)    Following Closing, the officers of the Company shall consist of the existing officers of the Company as of immediately prior to the Closing Date.

Section 6.18    Transaction Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, IIAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Proceedings (including derivative claims) relating to this Agreement, any Ancillary Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of IIAC, IIAC or any of its Representatives (in their capacity as a Representative of IIAC) or, in the case of the Company, any other Group Company or any of their respective Representatives (in their capacity as a Representative of a Group Company). IIAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any such Transaction Litigation. Subject to the

61

Company’s compliance with, and the rights of IIAC set forth in, the immediately preceding sentence, the Company shall control the negotiation, defense and settlement of any such Transaction Litigation commenced against the Company, Merger Sub or any of their respective Representatives (in their capacity as a representative of the Company or Merger Sub, as applicable); provided, however, that in no event shall the Company or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of IIAC (not to be unreasonably withheld, conditioned or delayed). Subject to IIAC’s compliance with, and the rights of the Company set forth in, the second preceding sentence, IIAC shall control the negotiation, defense and settlement of any such Transaction Litigation commenced against IIAC or any of its Representatives (in their capacity as a representative of IIAC); provided, however, that in no event shall IIAC or any of its Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), unless such settlement (other than immaterial, procedural or ministerial matters or matters ancillary to the following clauses (A) and (B)) is limited to (A) supplemental disclosures furnished to or filed with the SEC and related to the transactions contemplated by this Agreement or the Ancillary Documents or (B) monetary payments that are not materially in excess of the amounts otherwise covered under the insurance policies of IIAC (for this purpose ignoring any deductible, retention or similar amounts thereunder), in which case, the prior written consent of the Company shall not be required.

Section 6.19    PIPE Financing. From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement, each of the Company and IIAC shall take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements, including maintaining in effect such PIPE Subscription Agreements and shall use its commercially reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to such Party in such PIPE Subscription Agreements and otherwise comply with its obligations thereunder and (ii) in the event that all conditions in such PIPE Subscription Agreements (other than conditions that such Party or any of its Affiliates waive the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by such PIPE Subscription Agreements at or prior to Closing. Without limiting the generality of the foregoing, each of the Company and IIAC shall give the other prompt written notice: (A) of any breach or default by any party to any PIPE Subscription Agreement known to such Party; and (B) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any material provisions of any PIPE Subscription Agreement. Each of the Company and IIAC, as applicable, shall deliver all notices it is required to deliver under the PIPE Subscription Agreements on a timely basis in order to cause the Investors to consummate the transactions contemplated by the PIPE Subscription Agreements at or prior to the Closing.

Section 6.20     Pre-Closing Restructuring Transactions. As soon as practicable following the date hereof and in any event prior to the Closing Date, the Company shall undertake and consummate the transactions set forth on Annex A to this Agreement (the “Pre-Closing Restructuring Transactions”) in accordance with the terms set forth thereon and in accordance with applicable Law (subject to de minimis variations from such terms that, individually or in the aggregate, are not reasonably expected to impact the timing, structure or economic substance of the Transactions as contemplated by this Agreement or otherwise have an adverse impact on IIAC). The Company shall, and shall cause its applicable Subsidiaries and Representatives to, keep IIAC reasonably informed with respect to the status of the Pre-Closing Restructuring Transactions and cooperate in good faith in connection with IIAC’s reasonable requests for information related to the Pre-Closing Restructuring Transactions.

Section 6.21    Acquisition Transaction. Prior to the Closing Date, the Company shall consummate, or shall cause to be consummated, the transaction set forth in Section 6.21 of the Company Disclosure Schedules.

Section 6.22    Amendment of Forward Purchase Agreement. No later than fifteen (15) Business Days after the date hereof, the FPA Purchaser shall deliver to the Company an amendment to the Forward Purchase

62

Agreement, which shall substantially reflect the terms set forth in Section 6.22 of the IIAC Disclosure Schedules (including, for the avoidance of doubt, the FPA Purchaser’s commitment to purchase from IIAC 22,500,000 IIAC Class A Shares for an aggregate purchase price of €184,500,000, subject to adjustment in accordance with the terms of the Forward Purchase Agreement), signed in writing by IIAC and the FPA Purchaser (“FPA Amendment”). IIAC and its Representatives shall give the Company and its pertinent Representatives a reasonable opportunity to review the amendment described in this Section 6.22 and will consider in good faith any comments thereto, and the execution of such amendment shall require the consent of the Company (not to be unreasonably withheld or delayed).

Section 6.23    Ancillary Documents. As promptly as reasonably practicable after the date hereof, and in any event prior to the time of effectiveness of the Registration Statement / Proxy Statement, the Parties shall negotiate, or shall cause their Affiliates to or shall direct their Representatives to negotiate in good faith and mutually agree upon forms of each of the Ancillary Documents, which each shall substantially reflect the terms set forth in Exhibits B, C, D and E, as the case may be. At the Closing, each of the Parties shall and shall cause each of its Affiliates that will be a party to an Ancillary Document to execute and deliver each such Ancillary Document it will be a party to and each party shall fully cooperate in causing any other Person that will be a party to an Ancillary Document to execute and deliver each such Ancillary Document.

Section 6.24    Additional Financial Statements. As soon as reasonably practicable, but in any event prior to September 30, 2021, the Company shall deliver to IIAC a true and complete copy of the unaudited consolidated statements of financial position of the Group Companies (consolidated) as of June 30, 2021 and the unaudited consolidated statements of profit and cash flows of the Group Companies (consolidated) for the six (6) month period then ended (the “Additional Financial Statements”). The Additional Financial Statements (including the notes thereto), when so delivered, (a) will be prepared in accordance with IFRS and with applicable Law applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (b) will fairly present the financial position, results of operations and cash flows of the Group Companies (consolidated) as at the date thereof and for the period indicated therein.

Section 6.25    Tax Matters. The Company shall cause IIAC to make available to Pre-Closing IIAC Holders information reasonably necessary to compute income of any such holder (or its direct or indirect owners) arising as a result of IIAC’s potential status as a “passive foreign investment company” within the meaning of Section 1297(a) of the Code for any period ending on or prior to the Closing, including timely providing a PFIC Annual Information Statement to enable such holders to make a “Qualifying Electing Fund” election under Section 1295 of the Code for such period.

Section 6.26    280G. Prior to the Closing, the Company shall (a) use commercially reasonable efforts to secure from each person who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such person’s rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such person so that all remaining payments and/or benefits applicable to such person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) seek the approval of its stockholders who are entitled to vote in a manner that complies with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1, which shall include adequate written disclosure to all stockholders who are entitled to vote prior to such vote, of any such Waived 280G Benefits. Within ten (10) Business Days prior to the Closing, the Company shall forward to IIAC the parachute payment calculations prepared by the Company and/or its advisors. Additionally, at least five (5) Business Days prior to obtaining the Section 280G waivers, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to IIAC for its review and comment and the Company shall consider IIAC’s comments thereon in good faith. Prior to the Closing, the Company shall deliver to IIAC evidence that a vote of the Company’s stockholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 6.26. The Company shall not be required to fulfill the obligations of this Section 6.26 if, prior to the

63

Closing, counsel for both the Company and IIAC agree and determine in writing that the Company obligations set forth in this Section 6.26 will not be required.

ARTICLE  7

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS

Section 7.1    Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, written waiver by all of the Parties, of the following conditions:

(a)    no Order or Law issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition enjoining or prohibiting the consummation of any of the Conversion, the Forward Purchase, the Merger, the PIPE Financing, the Capital Distribution or the Share Repurchase (collectively, the “Closing Transactions”) shall be in effect;

(b)    the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;

(c)    the Required IIAC Shareholder Approval shall have been obtained;

(d)    the Required Company Shareholder Approval shall have been obtained;

(e)    the Company Ordinary Shares issuable in accordance with this Agreement, including the Merger and the PIPE Financing, shall have been approved for listing on the NYSE, subject only to official notice of issuance;

(f)    any waiting period or approval or Consent required to be obtained from any Governmental Entity for the consummation of the Transactions as set forth on Section 7.1(f) of the Company Disclosure Schedules and IIAC Disclosure Schedules shall have been expired or obtained, as applicable; and

(g)    after giving effect to the Conversion, the Forward Purchase and the Merger and prior to the PIPE Financing, Capital Distribution and Share Repurchase, IIAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Section 7.2    Other Conditions to the Obligations of IIAC. The obligations of IIAC to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, written waiver by IIAC of the following further conditions:

(a)    (i) the Company Fundamental Representations (other than the representations and warranties set forth in Section 3.2(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), and (iii) the representations and warranties of the Company set forth in Article 3 and of Merger Sub in Article 4 (other than the Company Fundamental Representations) shall be true and correct (without giving

64

effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not, or would not reasonably be likely to, cause a Company Material Adverse Effect;

(b)    the Company and Merger Sub shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by any of the Company and Merger Sub under this Agreement at or prior to the Closing;

(c)    since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect;

(d)    the Conversion shall have been consummated and all matters contemplated pursuant to Section 2.1(a) shall have been completed;

(e)    the Pre-Closing Restructuring Transactions shall have been consummated in all material respects in accordance with the terms set forth on Annex A to this Agreement; and

(f)    at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to IIAC the following documents:

(i)    a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are satisfied, in a form and substance reasonably satisfactory to IIAC; and

(ii)    the Shareholders Agreement, the Registration Rights Agreement and the applicable Lock-Up Agreement, in each case, duly executed by the Company and the applicable Zegna Shareholders.

Section 7.3    Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, written waiver by the Company of the following further conditions:

(a)    (i) the IIAC Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (ii) the representations and warranties of IIAC (other than the IIAC Fundamental Representations) contained in Article 5 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “IIAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not, or would not reasonably be likely to, cause an IIAC Material Adverse Effect;

(b)    IIAC shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing;

(c)    the Aggregate Company Transaction Proceeds shall be equal to or greater than the sum of (i) €184,500,000 plus (ii) $400,000,000; and

65

(d)    at or prior to the Closing, IIAC shall have delivered, or caused to be delivered, the following documents to the Company:

(i)    a certificate duly executed by an authorized officer of IIAC, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and

(ii)    the Shareholders Agreement duly executed by the Sponsor and the Registration Rights Agreement and the applicable Lock-Up Agreement duly executed by the Sponsor, the FPA Purchaser (or its permitted assignee) and the Other Class B Shareholders.

Section 7.4    Frustration of Closing Conditions. Neither the Company nor Merger Sub may rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by the Company’s or Merger Sub’s breach of its obligations under this Agreement, including a breach of its obligations to use reasonable best efforts to cause the Closing to occur as required by Section 6.4. IIAC may not rely on the failure of any condition set forth in this Article 7 to be satisfied if such failure was proximately caused by IIAC’s breach of its obligations under this Agreement, including a breach of its obligations to use reasonable best efforts to cause the Closing to occur as required by Section 6.4.

ARTICLE 8

TERMINATION

Section 8.1    Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

(a)    by mutual written consent of IIAC and the Company;

(b)    by IIAC, if any of the representations or warranties set forth in Article 3 or Article 4 shall not be true and correct or if the Company or Merger Sub has failed to perform any covenant or agreement on the part of the Company or Merger Sub set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.2(a) or Section 7.2(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to the Company by IIAC, and (ii) the Termination Date; provided, however, that IIAC is not then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) from being satisfied;

(c)    by the Company, if any of the representations or warranties set forth in Article 5 shall not be true and correct or if IIAC has failed to perform any covenant or agreement on the part of IIAC set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 7.3(a) or Section 7.3(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to IIAC by the Company and (ii) the Termination Date; provided, however, that the Company or Merger Sub is not then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 7.2(a) or Section 7.2(b) from being satisfied;

(d)    by either IIAC or the Company, if the Transactions shall not have been consummated on or prior to April 18, 2022 (the “Termination Date”); provided, that (i) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to IIAC if IIAC’s breach of any of its covenants or obligations under this Agreement or any Ancillary Document to which it is a party or the breach by any of IIAC’s Affiliates of any of such Person’s covenants or obligations under any Ancillary Document to which it is a party, in any case, shall

66

have proximately caused (either individually or when taken together) the failure to consummate the Transactions on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 8.1(d) shall not be available to the Company if the Company’s or Merger Sub’s breach of any its covenants or obligations under this Agreement or any Ancillary Document to which it is a party or the breach by any of the Company’s Affiliates or any Company Shareholder of any of such Person’s covenants or obligations under any Ancillary Document to which such Person is a party, in any case, shall have proximately caused (either individually or when taken together) the failure to consummate the Transactions on or before the Termination Date;

(e)    by either IIAC or the Company, if any Governmental Entity shall have issued an Order permanently enjoining or prohibiting any of the Closing Transactions and such Order shall have become final and nonappealable;

(f)    by either IIAC or the Company, if the IIAC Shareholders Meeting has been held (including following any adjournment thereof), has concluded, IIAC’s shareholders have duly voted and the Required IIAC Shareholder Approval was not obtained; or

(g)    by IIAC, if the Required Company Shareholder Approval is not obtained in accordance with Section 6.10 on or prior to the Company Shareholder Approval Deadline.

Section 8.2    Effect of Termination. Except for a termination pursuant to Section 8.1(a), any termination of this Agreement pursuant to Section 8.1 will be effective (subject to the cure periods (if any) provided above) immediately upon the delivery of a valid written notice of the terminating Party to each of the other Parties. In the event of the termination of this Agreement pursuant to Section 8.1, (a) this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Representatives) with the exception of Section 6.5(a), this Section 8.2, Article 1 and Article 9 (to the extent, with respect to Article 1, related to the foregoing), each of which shall survive such termination and remain valid and binding obligations of the Parties and (b) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to Section 8.1 shall not affect (i) any Liability on the part of any Party for fraud or any willful and material breach of this Agreement or (ii) any Person’s Liability under any PIPE Subscription Agreement, the Confidentiality Agreement, Company Support Agreement, or the Sponsor Letter Agreement to which he, she or it is a party to the extent arising from a claim against such Person by another Person party to such agreement on the terms and subject to the conditions thereunder.

ARTICLE 9

MISCELLANEOUS

Section 9.1     Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Effective Time, except for those covenants and agreements that, by their terms, contemplate performance after the Closing.

Section 9.2    Entire Agreement; Assignment. This Agreement (together with the Confidentiality Agreement and the Ancillary Documents) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any attempted assignment of this Agreement not in accordance with the terms of this Section  9.2 shall be void.

Section 9.3     Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by all of the Parties. This Agreement may not be modified or amended except as provided

67

in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 9.3 shall be void, ab initio.

Section 9.4    Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

(a) If to IIAC, to:

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

Attention: Andrea Cicero

Alex Browning

E-mail: acicero@investindustrial.com

abrowning@investindustrial.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Jonathan L. Davis, P.C.

David Perechocky

E-mail:     jonathan.davis@kirkland.com

david.perechocky@kirkland.com

and to:

Kirkland & Ellis International LLP

30 St. Mary Axe

London, EC3A 8AF

United Kingdom

Attention: Cedric Van den Borren

E-mail: cedric.vandenborren@kirkland.com

and to:

Chiomenti

Via Verdi, 2

20121 – Milano

Italia

Attention: Carlo Croff

Luigi Vaccaro

E-mail: carlo.croff@chiomenti.net

luigi.vaccaro@chiomenti.net

(b) If to the Company to:

Ermenegildo Zegna Holditalia S.p.A.

Via Roma 99/100

Valdilana (Biella)

Italy

Attention: Gianluca Ambrogio Tagliabue

68

with a copy (which shall not constitute notice) to:

Sullivan and Cromwell LLP

125 Broad Street

New York, NY 1004

Attention: Scott D. Miller

E-mail: millersc@sullcrom.com

or to such other address as the Party to whom notice is given may have furnished following the date of this Agreement and prior to such notice to the others in writing in the manner set forth above.

Section 9.5    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York (except that the Cayman Islands Act shall apply to the Merger, Italian and Dutch law shall apply to the Conversion, and Dutch law shall apply to the Share Repurchase, as applicable).

Section 9.6    Fees and Expenses. Except as otherwise set forth in this Agreement, the Transaction Expenses shall be paid as set forth in Section 2.7; provided, however, that if this Agreement is terminated in accordance with its terms, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses.

Section 9.7    Construction; Interpretation. The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein”, “hereto”, “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$” or “dollar” or “US$” shall be references to United States dollars and references to “€”, “EUR” or “euro” shall be references to European Union euros; (f) the word “or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “made available” (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to IIAC, any documents or other materials posted to the electronic data room located at intralinks.com under the project name “Project Futuro” as of 5:00 p.m., Eastern Time, at least one (1) Business Day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement) and (n) the phrases “ordinary course of business”, “ordinary course of business consistent with past practices” or phrases of similar import shall mean the ordinary course of business, consistent with past practices, including recent past practices

69

during calendar years 2020 and 2021 undertaken in good faith to respond to the actual or anticipated effects of COVID-19 or any other outbreak of contagious disease, epidemic or pandemic or any COVID-19 Measures. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Section 9.8    Exhibits and Schedules. All Exhibits and Schedules, or documents expressly incorporated into this Agreement, are incorporated into this Agreement and are a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in Sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the IIAC Disclosure Schedules corresponding to any Section or subsection of Article 3 or Article 4 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the IIAC Disclosure Schedules) shall be deemed to have been disclosed with respect to every other Section and subsection of Article 3 or Article 4 (in the case of the Company Disclosure Schedules) or Article 5 (in the case of the IIAC Disclosure Schedules), as applicable, where the relevance of such disclosure to such other Section or subsection is reasonably apparent on the face of the disclosure. In disclosing the information in the Schedules, each of the Company (in the case of the Company Disclosure Schedules) and IIAC (in the case of the IIAC Disclosure Schedules) expressly does not waive any applicable legal privilege with respect to any matter disclosed or discussed therein. The information and disclosures set forth in the Schedules that correspond to the section or subsections of Article 3, Article 4 or Article 5 may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature. Reference to any document, contract or agreement, including the Agreement (each, a “Document”), in the Schedules is qualified in its entirety by the text of the Document, as amended, supplemented or modified, which is deemed to include any and all exhibits, schedules and annexes attached thereto, in each case to the extent provided or made available to IIAC or its Representatives prior to the date of this Agreement. The inclusion of any item in the Schedules is neither (a) an admission or determination that such item is material or has had or is reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect nor (b) a basis for interpreting the terms “material” or “Company Material Adverse Effect.” Notwithstanding anything contained herein to the contrary, the information disclosed in the Company Disclosure Schedules is for the benefit only of the Parties. The inclusion of any item in the Company Disclosure Schedules shall not be deemed to be an admission or acknowledgement of any liability or obligation with respect to any third Person or that any violation or default has occurred or may occur with respect to any Law, agreement or obligation.

Section 9.9    Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns and, except as provided in Section 6.16 (Indemnification; Directors’ and Officers’ Insurance), the last sentence of this Section 9.9 (Parties in Interest) and Section 9.13 (No Recourse), nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.10    Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplated to the greatest extent possible.

Section 9.11    Counterparts; Electronic Signatures. This Agreement and each Ancillary Document (including any of the closing deliverables contemplated hereby) may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

70

Delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Document (including any of the closing deliverables contemplated hereby) by e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any such Ancillary Document.

Section 9.12    Knowledge of Company; Knowledge of IIAC. For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 9.12(a) of the Company Disclosure Schedules. For all purposes of this Agreement, the phrase “to IIAC’s knowledge” and “to the knowledge of IIAC” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 9.12(b) of the IIAC Disclosure Schedules. For the avoidance of doubt, none of the individuals set forth on Section 9.12(a) of the Company Disclosure Schedules or Section  9.12(b) of the IIAC Disclosure Schedules shall have any personal Liability or obligations regarding such knowledge.

Section 9.13    No Recourse. Without limiting any rights of any party against any other party to an Ancillary Document to the extent on the terms and subject to the conditions thereunder or the Liabilities of any party to an Ancillary Document to the extent arising from a claim against such party by another party to such agreement on the terms and subject to the conditions thereunder, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought by and against, the Parties, and then only with respect to the specific covenants, agreements, obligations, representations and warranties set forth herein with respect to such Party. Without limiting any rights of any party against another party to an Ancillary Document to the extent on the terms and subject to the conditions thereunder or the Liabilities of any party to an Ancillary Document to the extent arising from a claim against such party by another party to such agreement on the terms and subject to the conditions thereunder, except for the Parties (and then only to the extent of the specific covenants, agreements, obligations, representations and warranties undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Merger Sub or IIAC under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions.

Section 9.14    Extension; Waiver. The Company may (on behalf of itself or Merger Sub) (a) extend the time for the performance of any of the obligations or other acts of IIAC set forth herein, (b) waive any inaccuracies in the representations and warranties of IIAC set forth herein or (c) waive compliance by IIAC with any of the agreements or conditions set forth herein. IIAC may prior to the Effective Time (i) extend the time for the performance of any of the obligations or other acts of the Company and Merger Sub set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Company and Merger Sub set forth herein or (iii) waive compliance by the Company or Merger Sub with any of the agreements or conditions set forth herein. Any agreement on the part of any such Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Section 9.15    Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY

71

FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.15.

Section 9.16    Arbitration. Each of the Parties irrevocably and unconditionally agrees that any Proceeding based upon, arising out of or related to this Agreement, any Ancillary Document or any of the transactions contemplated hereby or thereby (each a “Related Proceeding”) shall be finally resolved by binding arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Centre (the “Rules”) in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The arbitral tribunal shall be composed of three arbitrators, appointed in accordance with the Rules. The seat of the arbitration shall be in Geneva, Switzerland. Each arbitrator must be (a) an attorney with significant experience with complex cross-border commercial transactions with appropriate experience in New York contract law and (b) neutral and independent of each Party. The arbitrators may enter a default decision against any Party who fails to participate in the arbitration proceedings with respect to any Related Proceeding. The language of the proceeding shall be English. The decision of the arbitrators on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The Parties and the arbitrators will keep confidential, and will not disclose to any Person, except the Parties’ respective Representatives (who shall keep any such information confidential as provided in this sentence), or as may be required by applicable Law or any Order of a Governmental Entity of competent jurisdiction, the existence of any Related Proceeding under this Section 9.16, the referral of any such Related Proceeding to arbitration or the status or resolution thereof. The initiation of any Related Proceeding pursuant to this Section 9.16 will toll the applicable statute of limitations for the duration of any such Related Proceeding.

Section 9.17    Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Transactions) in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 9.18    Trust Account Waiver. Reference is made to the final prospectus of IIAC, filed with the SEC (File No. 333-249462) on November 20, 2020 (the “Prospectus”). The Company and Merger Sub each acknowledges and agrees and understands that IIAC has established a trust account (the “Trust Account”)

72

containing the proceeds of its initial public offering and from certain private placements occurring simultaneously with its initial public offering (including interest accrued from time to time thereon) for the benefit of IIAC’s public shareholders (including overallotment shares acquired by IIAC’s underwriters, the “Public Shareholders”), and IIAC may disburse monies from the Trust Account only in the express circumstances described in the Prospectus. For and in consideration of IIAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Merger Sub each hereby agrees on behalf of itself and its Representatives that, notwithstanding the foregoing or anything to the contrary in this Agreement, neither the Company nor Merger Sub or any of their respective Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between IIAC or its Representatives, on the one hand, and the Company or Merger Sub or any of their respective Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). The Company and Merger Sub on its own behalf and on behalf of its Representatives hereby irrevocably waives any Trust Account Released Claims that the Company, Merger Sub or any of their respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with IIAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with IIAC or its Affiliates).

Section 9.19    Further Assurances. Following the Closing, each Party shall, and shall cause its respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Transactions.

*    *    *    *    *

73

IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.

ERMENEGILDO ZEGNA HOLDITALIA S.P.A.

By: /s/ Ermenegildo Zegna Di Monte Rubello

Name: Ermenegildo Zegna Di Monte Rubello

Title: Chief Executive Officer

INVESTINDUSTRIAL ACQUISITION CORP.

By: /s/ Roberto Ardagna

Name: Roberto Ardagna

Title: Chief Executive Officer

EZ CAYMAN

By: /s/ Sam Ellis

Name: Sam Ellis

Title: Director

[Signature Page to Business Combination Agreement]

EXHIBIT B

TERM SHEET FOR REGISTRATION RIGHTS AGREEMENTS

This Term Sheet summarizes certain principal terms relating to the Registration Rights Agreement to be entered into at the Closing. Unless specified otherwise or as the context may require, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in this Agreement.

Item	Terms
Parties	The Registration Rights Agreement will be entered into between the following parties and the Company: i.   The Zegna Shareholders, ii.  The Sponsor, iii.   The FPA Purchaser, and iv.   The Other Class B Shareholders,      (each, a “Holder” and collectively, the “Holders”). Following the Closing, no Company Shareholder other than the Holders shall have any registration rights; provided, however, that customary registration rights will be granted to Investors in connection with the PIPE Financing.
Registration Rights	Registration Statement on Form F-1/F-3 and Piggyback Registration.
Registrable Securities	“Registrable Security” shall mean (i) any issued and outstanding Company Ordinary Shares and any other Equity Securities (including the Company Warrants, and any Company Ordinary Shares issued or issuable upon the exercise of such Company Warrants or Equity Securities) of the Company held by a Holder immediately following the Closing, including the Founder Escrowed Shares and the Forward Purchase Shares; (ii) any Company Ordinary Shares or Company Warrants (including any Company Ordinary Shares issued or issuable upon the exercise of such Company Warrants) otherwise acquired or owned by a Holder following the Closing to the extent that such securities are “restricted securities” (as defined in Rule 144 promulgated under the Securities Act, or any successor rule promulgated thereafter by the SEC, “Rule 144”) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company; and (iii) any other Equity Security of the Company issued or issuable with respect to the Company Ordinary Shares referred to in clauses (i) or (ii) by way of a share dividend, subdivision, reclassification, reorganization, recapitalization, split, combination, exchange of shares, merger or any similar event; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (B) such securities shall have been otherwise transferred, new certificates or book-entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;

Item	Terms
	(D) such securities could be sold without registration pursuant to Rule 144 (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
Registration Statement	•  The Company shall, as soon as practicable, but in any event within forty-five (45) calendar days after the Closing Date, file a registration statement on Form F-1 (“Form F-1”) to permit the public resale of all Registrable Securities on a delayed or continuous basis and shall use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (i) thirty (30) calendar days after the date on which the Form F-1 is filed (or ninety (90) calendar days if the SEC notifies the Company that it will “review” the Form F-1) and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Form F-1 will not be “reviewed” or will not be subject to further review. The Company shall use commercially reasonable efforts to convert the Form F-1 (and any Subsequent Registration Statement) to a shelf registration statement on Form F-3 (a “Form F-3 Shelf”, and together with Form F-1, the “Resale Registration Statement”) as promptly as practicable after the Company is eligible to use a Form F-3 Shelf. •  The Company shall use commercially reasonable efforts to cause a Resale Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Registration Statement is continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. •  If any registration statement ceases to be effective for any reason at any time while Registrable Securities are still outstanding, the Company shall (subject to customary exceptions) use commercially reasonable efforts to as promptly as is reasonably practicable cause such registration statement to again become effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities (including obtaining the prompt withdrawal of any order suspending the effectiveness of such registration statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such registration statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such registration statement or file an additional registration statement (a “Subsequent Registration Statement”) registering the resale of all Registrable Securities.
Underwritten Offering	•  At any time and from time to time after the expiration of any lock-up to which a Holder’s shares are subject, if any, any Holder may request to sell all or a portion of its Registrable Securities in an underwritten offering (any such Holder a “Demanding Holder” and, collectively, the “Demanding Holders”) that is registered pursuant to a registration

2

Item	Terms
	statement, (a “Shelf Underwritten Offering”), provided that such Holder(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $50 million from such Shelf Underwritten Offering. •  Under no circumstances shall the Company be obligated to effect (i) more than three (3) Shelf Underwritten Offerings in respect of all Registrable Securities by the Zegna Shareholders or (ii) more than three (3) Shelf Underwritten Offerings in respect of all Registrable Securities by the Sponsor, the Other Class B Shareholders and the FPA purchaser, collectively. •  The Company shall not be required to include any Registrable Securities in any Shelf Underwritten Offering unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriter and complete and execute all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting. •  The selection of the managing underwriter(s) of any Shelf Underwritten Offering shall be made by the Company, subject to the reasonable approval by the Demanding Holders. If the managing underwriter(s) advises the Company and the selling Holders that marketing factors require a limitation on the number of underwritten Registrable Securities that can be sold at an acceptable price, the number of Registrable Securities of each Holder requesting registration shall be scaled back on a pro rata basis based on the aggregate number of Registrable Securities requested to be sold by the selling Holders; provided, however, that any Company Ordinary Shares or other Equity Securities proposed to be sold by the Company will be included in such registration statement in priority to any Registrable Securities proposed to be sold by a Holder if the Board determines that an offering by the Company is in the best interests of the Company.
Piggyback Registration	•  If at any time after the expiration of the any lock-up to which a Holder’s shares are subject, if any, the Company or any Holder proposes to conduct a registered offering of, or the Company proposes to file a registration statement with respect to the registration of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account or for the account of the Company Shareholders (or by the Company and the Company Shareholders including, without limitation, a Shelf Underwritten Offering), other than a registration statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into or exchangeable for Equity Securities of the Company, (iv) for a dividend reinvestment plan,

3

Item	Terms
	(v) for a rights offering (including any rights offering with a backstop or standby commitment), (vi) a Block Trade (as defined below) or (vii) an Other Coordinated Offering (as defined below), then the Company shall offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request (such Registration a “Piggyback Registration”); provided, however, that customary cut-back provisions shall apply to underwritten offering that is to be a Piggyback Registration if the managing underwriter(s) advises the Company and the selling Holders that marketing factors require a limitation on the number of underwritten Registrable Securities that can be sold at an acceptable price; provided, further, that any Company Ordinary Shares or other Equity Securities proposed to be sold by the Company will be included in such registration statement in priority to any Registrable Securities proposed to be sold by a Holder if the Board determines that an offering by the Company is in the best interests of the Company. •  Unlimited Piggyback Registration Rights: For the avoidance of doubt, any Piggyback Registration effected pursuant to the above shall not be counted as a demand for a Shelf Underwritten Offering.
Block Trades; Other Coordinated Offerings	•  At any time and from time to time when an effective registration statement is on file with the SEC, if a Holder wishes to engage in (a) a Block Trade or (b) Other Coordinated Offering, in each case with a total offering price reasonably expected to exceed, in the aggregate, $50 million and notifies the Company at least five (5) business days prior to the day such offering is to commence, then the Company shall use commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided, that the Holders wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any underwriters, brokers, sales agents or placement agents prior to making any such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. •  The Holders in a Block Trade or Other Coordinated Offering shall have the right to select the underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering, subject to the reasonable approval by the Company (in each case, which shall consist of one or more reputable nationally recognized investment banks). The Company shall not be required to include any Registrable Securities in a Block Trade or Other Coordinated Offering unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriter and complete and execute all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting.

4

Item	Terms
	•  Under no circumstances shall the Company be obligated to effect more than two (2) Block Trades or Other Coordinated Offerings in any twelve (12) month period. Notwithstanding anything herein to the contrary, a Block Trade or Other Coordinated Offering shall not be counted as a Shelf Underwritten Offering. For purposes of the foregoing: “Block Trade” means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) not involving a “roadshow” or other marketing efforts involving the Company prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction, but excluding a variable price reoffer. “Other Coordinated Offering” shall mean an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal.
Withdrawal	The Registration Rights Agreement shall contain customary withdrawal rights for Holders to withdraw from a Shelf Underwritten Offering or a Piggyback Registration. If withdrawn, a demand for a Shelf Underwritten Offering shall constitute a demand for a Shelf Underwritten Offering by the withdrawing Holder for purposes of the cap on the number of Shelf Underwritten Offerings that can be demanded, unless the Holder reimburses the Company for all registration expenses with respect to such withdrawn Shelf Underwritten Offering (or, if there is more than one Demanding Holder, a pro rata portion of such registration expenses based on the respective number of Registrable Securities that each Demanding Holder has requested to be included in such Shelf Underwritten Offering).
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights	•  Upon receipt of written notice from the Company that a registration statement or prospectus may contain a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended prospectus correcting the Misstatement (it being understood that the Company covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the prospectus may be resumed (any such period, a “Suspension Period”). •  If the filing, initial effectiveness or continued use of a registration statement in respect of any registration at any time would (a) require the Company to make an Adverse Disclosure (b) require the inclusion in such registration statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is in the Company’s best interest to defer such filing, initial effectiveness or continued use at such time, the

5

Item

Terms

Company may delay the filing or initial effectiveness of, or suspend use of, such registration statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose, but in no event more than sixty (60) consecutive calendar days; provided, however, that the Company may not invoke this right more than one hundred twenty (120) calendar days in the aggregate in any twelve (12)-month period (any such period, a “Blackout Period”). In the event the Company exercises its rights under the foregoing sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the prospectus relating to any registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under the foregoing. •  During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable registration statement, or (b) if Holders have requested a Shelf Underwritten Offering and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other Shelf Underwritten Offering. In such event, the Company shall have the right to defer such filing for a period of not more than ninety (90) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period. For purposes of the foregoing: “Adverse Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, Chief Executive Officer of the Company or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any registration statement or prospectus in order for the applicable registration statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the registration statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public. “Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a registration statement or prospectus or necessary to make the statements in a registration statement or prospectus (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

6

Item	Terms
Registration Expenses	The registration expenses of all registrations shall be borne by the Company; provided, however, that Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs, and all reasonable fees and expenses of any legal counsel representing the Holders (other than the reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Holders initiating a Shelf Underwritten Offering, not to exceed $100,000); provided, further, however, that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company not known (and not reasonably available upon request from the Company or otherwise) to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses.
Company Procedures	The Registration Rights Agreement shall contain customary procedures applicable to registration of any Registrable Securities.
Indemnification and Contribution	The Registration Rights Agreement shall contain customary provisions regarding indemnification and contribution.
Termination	The Registration Rights Agreement shall terminate upon the earlier of (i) the date as of which no Registrable Securities remain outstanding; (ii) the dissolution, liquidation, or winding up of the Company; or (iii) upon the unanimous agreement of the Holders.

7

EXHIBIT C

TERM SHEET FOR LOCK-UP AGREEMENT

This Term Sheet summarizes certain principal terms relating to the Lock-Up Agreements to be entered into at the Closing. Unless specified otherwise or as the context may require, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in this Agreement.

Item	Terms
Parties	Each of the following Company Shareholders (collectively, the “Holders”) will enter into a Lock-Up Agreement with the Company: i.   The Zegna Shareholders, ii.  The Sponsor, iii.   The FPA Purchaser, and iv.   The Other Class B Shareholders (together with the Sponsor and the FPA Purchaser, the “IIAC Holders”).
Transfer	“Transfer” shall mean to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a Person or any interest (including a beneficial interest or an economic entitlement) in, or the ownership, control or possession of, any interest owned by a Person.
Zegna Lock-Up Shares	“Zegna Lock-Up Shares” means any Company Ordinary Shares (excluding any Company Ordinary Shares acquired by a Zegna Shareholder in the PIPE Financing) beneficially owned or held of record by a Zegna Shareholder at any time prior to the end of the Zegna Lock-up Period.
IIAC Lock-Up Shares	“IIAC Lock-Up Shares” means any Company Ordinary Shares (including the Founder Earnout Shares but excluding any Company Ordinary Shares acquired by an IIAC Holder in the PIPE Financing) or Company Warrants beneficially owned or held of record by an IIAC Holder at any time prior to the end of the IIAC Lock-up Period.
Lock-Up Shares	“Lock-Up Shares” means collectively, the Zegna Lock-Up Shares and the IIAC Lock-Up Shares.
Lock-Up Period for the Zegna Shareholders	Except as permitted pursuant to this Term Sheet, no Zegna Shareholder shall Transfer any Zegna Lock-Up Shares, or any economic entitlement therein, until the earlier of: (i) the date that is eighteen (18) months from the Closing Date; or (ii) the last Trading Day on which the Volume Weighted Average Share Price equals or exceeds $12.50 per share for at least twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days, commencing not earlier than 180 days after the Closing Date (the “Zegna Lock-up Period”).
Lock-Up Period for the IIAC Holders	Except as permitted pursuant to this Term Sheet, for a period of one hundred eighty (180) days following the Closing Date (the “IIAC Lock-up Period”), no IIAC Holder shall Transfer any IIAC Lock-Up Shares or any economic entitlement therein; provided, however, that the IIAC Lock-up Period shall terminate upon a Change of Control.

Item	Terms
Expiration of Lock-Up Period	Following the expiration of the IIAC Lock-up Period or the Zegna Lock-up Period, as applicable, the relevant Lock-Up Shares (or any economic entitlement therein) may be Transferred without restriction; provided, however, that: i.   the Sponsor shall maintain beneficial ownership of at least [21,975,00]1 Company Ordinary Shares (subject to appropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event) for a period of at least eighteen (18) months following the Closing Date; and ii.  the Sponsor shall maintain beneficial ownership of at least [10,987,500]2 (subject to appropriate adjustment for any stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event) for a period of at least thirty-six (36) months following the Closing Date. In determining whether the Sponsor satisfies the beneficial ownership requirement in clause (i) and (ii) above, the beneficial ownership of the Sponsor will include Founder Earnout Shares, only to the extent such Founder Earnout Shares have been released to the Sponsor from the Earnout Escrow Account in accordance with Section 2.8 of this Agreement at the time of determination. Zegna Shareholders, on the one hand, or IIAC Holders, on the other hand, may have some or all of their Lock-Up Shares released from the lock-up with the approval of a majority of the independent directors of the Company Board determining that such a release is in the best interests of the Company.
Permitted Transfer	i.   Transfers for Estate Planning. Any Holder who is a natural Person, so long as the applicable transferee executes a joinder to the Lock-Up Agreement agreeing to be bound by the terms of such agreement applicable to such Holder, shall be permitted to make the following Transfers: •  any Transfer of its Lock-Up Shares by such Holder to its Family Group without consideration (it being understood that any such Transfer shall be conditioned on the receipt of an undertaking by such transferee to Transfer such Lock-Up Shares to the transferor if such transferee ceases to be a member of the transferor’s Family Group); provided, that no further Transfer by such member of such Holder’s Family Group may occur without compliance with the provisions of the Lock-Up Agreement or to a charitable organization; and

¹  Note to Draft: To be 80% of Sponsor initial stake (excluding, for the avoidance of doubt, Company Ordinary Shares acquired in the PIPE Financing), to be updated as necessary based on actual share count at Closing.

²  Note to Draft: To be 40% of Sponsor initial stake (excluding, for the avoidance of doubt, Company Ordinary Shares acquired in the PIPE Financing), to be updated as necessary based on actual share count at Closing.

-2-

Item

Terms

•  upon the death of such Holder, any distribution of its Lock-Up Shares by the will or other instrument taking effect at death of such Holder or by applicable Laws of descent and distribution to such Holder’s estate, executors, administrators and personal representatives, and then to such Holder’s heirs, legatees or distributees; provided, that a Transfer by such transferor pursuant to the foregoing shall only be permitted if a Transfer to such transferee would have been permitted if the original Holder had been the transferor. ii.  Transfers to Affiliates. Each Holder shall be permitted to Transfer from time to time any or all of its Lock-Up Shares to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with such Holder (it being understood that any such Lock-Up Shares shall continue to be subject to the restrictions on Transfer set forth in this Term Sheet and the transferee shall agree in writing to be bound thereby). iii.   Transfers to Secure Indebtedness. The Zegna Shareholders and the IIAC Holders shall be permitted to make Transfers in connection with bona fide pledges of Company Ordinary Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by a Zegna Shareholder or an IIAC Holder, as the case may be. iv.   Transfers for Hedging. The IIAC Holders shall be permitted to Transfer IIAC Lock-Up Shares in connection with entering into Hedged Positions; provided, however, that Transfers pursuant to the foregoing sentence shall only be permitted if the Volume Weighted Average Share Price exceeds $15.00 per share for at least twenty (20) out of thirty (30) consecutive Trading Days, commencing after the Closing Date. For purposes of the foregoing: “Family Group” means, with respect to a Person who is an individual, (i) such individual’s spouse and descendants (whether natural or adopted), parents and such parent’s descendants (whether natural or adopted) (collectively, for purposes of this definition, “relatives”), (ii) such individual’s executor or personal representative, (iii) any trust, the trustee of which is such individual or such individual’s executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual’s relatives or (iv) an endowed trust or other charitable foundation, but only if such individual or such individual’s executor or personal representative maintains control over all voting and disposition decisions; and “Hedged Positions” means the hedging positions and arrangements that effectively transfer an IIAC Holder’s economic interest in the Company to a third party (e.g., forward sale contracts); provided, that the definition of “Hedged Positions” shall not include hedging positions and arrangements (a) in which an IIAC Holder’s economic interest in the Company is retained

-3-

Item	Terms
	(e.g., pledges, margin loans), (b) that minimize exposure to certain risks independent of the business operations of the Company (e.g., currency exchange swaps) or (c) that marginally cap or limit an IIAC’s Holders upside/downside risk while maintaining material economic exposure (e.g., puts, calls and collars). Treatment of hedging positions and arrangements (including puts, calls and collars) in which an IIAC Holder does not retain a material economic exposure shall be discussed in good faith between the Sponsor and the Company at such time.
Notice	At least three (3) Business Days of prior notice shall be given during the IIAC Lock-up Period or the Zegna Lock-up Period, as applicable, to the Company by the transferor of any permitted Transfer of Company Ordinary Shares or Company Warrants. Prior to consummation of any such Transfer during the IIAC Lock-up Period or the Zegna Lock-up Period, as applicable, or prior to any Transfer pursuant to which rights and obligations of the transferor under the Lock-Up Agreement are assigned in accordance with the terms of such agreement, the transferring Holder shall cause the transferee to execute and deliver to the Company a joinder agreement pursuant to which such transferee shall agree to be bound by the terms and conditions of the Lock-Up Agreement. Upon any Transfer by any Holder of any of its Company Ordinary Shares or Company Warrants, in accordance with the terms of the Lock-Up Agreement and which is made in conjunction with the assignment of such Holder’s rights and obligations hereunder, the transferee thereof shall be substituted for, and shall assume all the rights and obligations (as a Holder) under the Lock-Up Agreement, of the transferor thereof.

-4-

EXHIBIT D

TERM SHEET FOR WARRANT ASSUMPTION AGREEMENT AND WARRANT

AGREEMENT AMENDMENT

This Term Sheet summarizes certain principal terms relating to the Company’s assumption of IIAC’s liabilities and obligations under the Warrant Agreement to occur concurrently with the Closing and the Warrant Agreement Amendment. Unless specified otherwise or as the context may require, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in this Agreement.

Item	Terms
Public IIAC Warrants	Following the Merger, each outstanding public IIAC Warrant will be converted to and become a public Company Warrant giving the holder the right to purchase one Company Ordinary Share, subject to the same terms and conditions as the public IIAC Warrants.
Private IIAC Warrants	Following the Merger, holders of the private IIAC Warrants will exchange their private IIAC Warrants to the Company for the issuance by the Company of a corresponding number of private Company Warrants giving the holder the right to purchase one Company Ordinary Share, subject to the same terms and conditions as the private IIAC Warrants (the “Exchange”). Following the Warrant Agreement Amendment (as detailed below) and in connection with the Closing, the Company shall exercise all of the private IIAC Warrants held by it following the Exchange and receive a corresponding number of IIAC Class A Shares. If the Parties mutually agree, the consideration payable by the Company for the exercise of the private IIAC Warrants may be offset against and reduce the amount of the Capital Distribution received by the Company at Closing.
Warrant Agreement Amendment	Effective immediately following the Exchange, IIAC shall execute an amendment to the Warrant Agreement (the “Warrant Agreement Amendment”) in accordance with the terms and conditions of Section 9.8 of the Warrant Agreement. Pursuant to the Warrant Agreement Amendment, the warrant exercise price of the private IIAC Warrants shall be amended to $0.01 and the duration of the exercise period of the private IIAC Warrants shall be extended by amendment so that the private IIAC Warrants will be exercisable by the Company in connection with the Closing.
Assumption of the Warrant Agreement	In connection with the Closing, IIAC will assign to the Company all right, title and interest in and to the Warrant Agreement, and the Company will assume, and agree to pay, perform, satisfy and discharge in full, all of IIAC’s liabilities and obligations under the Warrant Agreement (as amended) arising from and after the Effective Time.
Term Sheet Amendment	The Company, IIAC, and their respective advisors shall cooperate in good faith to amend the provisions of this Term Sheet, as necessary or reasonably advisable to effectuate the foregoing, prior to Closing.

EXHIBIT E

TERM SHEET FOR POST-CLOSING CORPORATE GOVERNANCE

This Term Sheet summarizes certain principal terms relating to the governance of the Company following the Closing. Unless specified otherwise or as the context may require, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in this Agreement.

Item	Terms
Board of Directors	The Company shall have a one-tier structure for the board of directors of the Company (the “Board”). The number of members of the Board (each, a “Director”) shall be determined by the Board; provided, that, upon the Closing, the total number of Directors constituting the Board shall be eleven (11) Directors. The Board will be comprised of one (1) or more executive Directors and one (1) or more non-executive Directors; provided, that a majority of the Directors will be non-executive Directors. Following the Closing, a majority of the Board will be comprised of independent Directors (each, an “Independent Director”), each of whom shall meet the independence requirements under the listing rules of NYSE and the Dutch Corporate Governance Code; provided, that, if one (1) individual nominated by Monterubello and Ermenegildo Zegna does not meet such criteria for independence, at least five (5) of the eleven (11) Directors shall meet such independence requirements, provided further, that it is agreed that the Sponsor Nominee will not be required to meet the independence requirements under the Dutch Corporate Governance Code. Effective immediately after the Closing, the Board shall be comprised of: i.   Ten (10) Directors (including the executive Director with the title Chief Executive Officer) nominated by Monterubello and Ermenegildo Zegna, one of whom shall be Mr. Sergio Ermotti, and ii.  One (1) non-executive Director, nominated by the Sponsor, who shall be Andrea C. Bonomi, collectively, the “Initial Directors”. Each Initial Director shall serve until the earlier of (A) his or her death, disability, retirement, resignation or removal from the Board and (B) the end of the first annual meeting of the Company Shareholders (the “General Meeting”) following the date of appointment of such Director. The Board shall meet no less than four (4) times per year.
Chief Executive Officer; Chairman; Vice Chairman	Mr. Ermenegildo Zegna will serve as Chairman and Chief Executive Officer of the Company; provided, that the responsibilities of chair (Voorzitter) as referred to under Dutch Law will be performed by a non-executive Director (such Director, the “Lead Non-Executive Director”). The Board may in its discretion grant one of the non-executive Directors the title Vice Chairman of the Board.

Item	Terms
Diversity	The Board will adopt policies to ensure gender representation and diversity on the Board in accordance with applicable Law and in pursuit of best market practices.
Meetings of the Board	Quorum The Board may only adopt resolutions at a Board meeting if the majority of the Directors entitled to vote is present or represented at the meeting; provided, that the quorum requirement shall not apply (i) if there is an urgent situation, as determined by the Lead Non-Executive Director and the Chairman, that requires the Board’s immediate resolution, (ii) at least two (2) Directors entitled to vote are present or represented at the meeting including at least one (1) executive Director (if the executive Director is entitled to vote on matters being considered) and (iii) reasonable efforts have been made to involve the other Directors in the decision-making. It is understood and agreed that these quorum requirements and the exception thereto will in no way whatsoever affect the Sponsor’s Special Consent Rights (as referred to below). Voting All resolutions shall be adopted by the favorable vote of the majority of votes cast, unless provided otherwise in the regulations of the Board. Each Director shall have one (1) vote. In the event of a tied vote, the applicable proposal shall be rejected, unless the Board Regulations provide otherwise. Delegation The Board may allocate its duties and powers among the executive and non-executive Directors and each of them individually and Board committees in accordance with the Board Regulations or otherwise in writing.
Location of Board meetings	A majority of the regularly scheduled meetings of the Board will be held in Italy with the majority of the Directors physically attending. No Board meetings will be held in the Netherlands. The Company will use its best efforts to conduct its affairs (including through composition of the Board and Board committees, and the manner in which the Board and Board committees conduct their affairs) in a manner designed to preserve the exclusive tax residence of the Company in Italy.
Appointment, Term and Nomination of Directors	Directors will be appointed by the General Meeting on a binding nomination. Directors will be nominated by the Board; provided, that, if applicable as set out under “Nomination Right”, the Sponsor Nominee will be nominated by the Sponsor. Each Director is subject to annual re-election and will be appointed for a term ending at the close of the first annual General Meeting following his or her appointment. In accordance with Dutch Law, only non-executive Directors will participate in preparing the nomination by the Board. The General Meeting may at all times overrule a binding nomination for the

2

Item	Terms
	appointment of a Director by a simple majority of the votes cast at a General Meeting; provided, such majority represents more than one-third of the issued share capital of the Company. If a majority of the votes are cast in favor of overruling the binding nomination, but that majority does not represent more than one-third of the issued share capital, a new General Meeting may be convened at which the resolution to overrule the binding nomination may be adopted by a simple majority of the votes cast, regardless of the issued share capital represented by that majority. In the event the binding nomination for the appointment of any Director other than the Sponsor Nominee is overruled, the Board may make a new binding nomination to fill the vacancy. In the event the binding nomination for the appointment of the Sponsor Nominee is overruled, the Sponsor may make a new binding nomination to fill the vacancy; provided, that at the time of the notice to such General Meeting, the Sponsor Group satisfies the Minimum Holding Requirement (as defined below).
Suspension of Directors	Any Director may be suspended at any time by resolution of the General Meeting. A resolution of the General Meeting to suspend a Director will require a majority of at least two-thirds of the votes cast, with such two-thirds majority of the votes cast representing more than half of the issued and outstanding share capital of the Company or, in the case such resolution is adopted on the proposal of the Board, by a simple majority of the votes cast at the General Meeting; provided, such majority represents more than half of the issued share capital. If the General Meeting has suspended a Director or the Board has suspended an executive Director, such suspension may be extended; provided, that the duration of a suspension shall not exceed a period of three (3) months. For as long as the Sponsor Group satisfies the Minimum Holding Requirement (as defined below), the Parties shall exercise their rights and powers such that the Sponsor Nominee will only be suspended if so requested in writing by the Sponsor other than when not suspending the Sponsor Nominee would be in breach of the Board’s fiduciary duties to the Company. If the Sponsor requests the suspension of the Sponsor Nominee, the Parties will exercise their rights and powers to give effect to such request; provided, that at the time of such request the Sponsor Group satisfies the Minimum Holding Requirement (as defined below).
Dismissal of Directors	Any Director may be dismissed at any time by resolution of the General Meeting. A resolution of the General Meeting to dismiss a Director will require a majority of at least two-thirds of the votes cast, with such two-thirds majority of the votes cast representing more than half of the issued and outstanding share capital of the Company or, in the case that such resolution is adopted on the proposal of the Board, by a simple majority of the votes cast at the General Meeting; provided, such majority represents more than half of the issued share capital. The Sponsor shall have the right to request in writing that the Board (and the Board will be required to do so accordingly) proposes the dismissal of the Sponsor Nominee at any time; provided, that the Sponsor Group

3

Item	Terms
	satisfies the Minimum Holding Requirement (as defined below) at such time. For as long as the Sponsor Group satisfies the Minimum Holding Requirement (as defined below), the Parties shall exercise their rights and powers such that the Sponsor Nominee will only be dismissed if so requested in writing by the Sponsor or in the case of fraud or willful misconduct in the performance of the Sponsor Nominee’s office as Director. If the Sponsor requests the dismissal and/or replacement of the Sponsor Nominee, the Parties will exercise their rights and powers to give effect to such request; provided, that at the time of such request the Sponsor Group satisfies the Minimum Holding Requirement (as defined below).
Vacancy and Inability to Act; Temporary Directors	Subject to the Nomination Right granted to the Sponsor described in this Term Sheet, in case of any vacancy on the Board or the inability to act of a Director, a replacement Director may be appointed by the Board in respect of each such vacancy or Director that is unable to act. A temporary Director will hold office until the earlier of (i) his or her death, disability, retirement, resignation, disqualification or removal from the Board, (ii) the end of the next annual General Meeting (or such General Meeting convened earlier to fill the vacancy) and (iii) such time as the vacancy, or inability of the Director, in respect of which he or she was appointed is resolved. In case a vacancy in the Board is the result of the Director serving as the Sponsor Nominee ceasing to be in office, or if the Director serving as the Sponsor Nominee is unable to act, then, provided that the Sponsor Group satisfies the Minimum Holding Requirement at such time, at the Sponsor’s request such Nominee Director shall be replaced by the Board by a replacement Director nominated in writing to the Board by the Sponsor, whose identity shall be subject to the Board’s approval in its discretion.
Nomination Right	At the first annual General Meeting following the Closing, at each annual General Meeting thereafter, and at each other General Meeting that is convened at a time when there is a vacancy in the position of the Sponsor Nominee, one (1) Director shall be appointed upon a binding nomination by the Sponsor (such Director, the “Sponsor Nominee”) if but only if at the time of the notice to such General Meeting the Sponsor beneficially owns, together with its Affiliates (collectively, the “Sponsor Group”), at least five percent (5%) of the issued and outstanding Company Ordinary Shares in the aggregate (the “Minimum Holding Requirement”) (such right, the “Nomination Right”); provided, however, that, if but only if the Sponsor Nominee is an individual who had not previously served as Director of the Company, the nomination of such individual shall be subject to the Board’s approval in its discretion. Notwithstanding the foregoing, the Sponsor Nominee for an Initial Director shall be Andrea C. Bonomi, in accordance with this Term Sheet under the section “Board of Directors”. For the avoidance of doubt, the appointment of the Sponsor Nominee (including any replacement) shall be subject to such nominee’s

4

Item	Terms
	satisfaction of all criteria and qualifications for service as a Director (but – also for the avoidance of doubt – not including independence or diversity criteria).
Committees of the Board	The Board shall establish and maintain (in accordance with applicable Laws and NYSE rules) the following standing committees of the Board: (i) Audit Committee, (ii) Compensation Committee and (iii) Governance and Sustainability Committee. The Board may from time to time by resolution establish and maintain other committees of the Board (whether standing or ad hoc committees).
Committee Composition	Each standing committee will have at least three (3) Directors, a majority of whom are Independent Directors. The Audit Committee and the Compensation Committee may not be chaired by the Chairman or a former executive Director. Members of the Audit Committee shall meet the independence requirements of Rule 10A-3 promulgated under the Exchange Act. Subject to applicable Laws and NYSE rules, and subject to requisite independence requirements applicable to such committee, the Chief Executive Officer will propose to the Board to appoint the Sponsor Nominee to serve on the Audit Committee and the Compensation Committee; provided, that the Sponsor Group satisfies the Minimum Holding Requirement.
Minimum Holding Requirement	In determining whether the Sponsor Group satisfies the Minimum Holding Requirement, (i) the beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of the Sponsor Group will be calculated after giving effect to Hedged Positions (as defined below) and (ii) the beneficial ownership of the Sponsor Group will include Founder Escrow Shares; provided, that, solely for purposes of determining whether the Sponsor Group satisfies the ownership thresholds in the Minimum Holding Requirement, such Founder Escrow Shares have been released to the Sponsor Group from the Escrow Account in accordance with Section 2.8 of this Agreement. “Hedged Positions” means the hedging positions and arrangements that effectively transfer Sponsor’s or its Affiliates’ economic interest in the Company to a third party (e.g., forward sale contracts); provided, that the definition of “Hedged Positions” shall not include hedging positions and arrangements (a) in which Sponsor’s and its Affiliates’ economic interest in the Company is retained (e.g., pledges, margin loans), (b) that minimize exposure to certain risks independent of the business operations of the Company (e.g., currency exchange swaps) or (c) that marginally cap or limit the Sponsor’s and its Affiliates’ upside/downside risk while maintaining material economic exposure (e.g., puts, calls and collars). Treatment of hedging positions and arrangements (including puts, calls and collars) in which the Sponsor or its affiliates do not retain a material economic exposure shall be discussed in good faith between the Sponsor and the Company at such time.
Opportunity to Cure	If the Sponsor Group fails to satisfy the Minimum Holding Requirement and such failure continues for a period of twenty (20) trading days from the date on which the Sponsor Group had knowledge of such failure, the

5

Item	Terms
	Nomination Right shall terminate with immediate effect along with the rights set out in this Term Sheet under the sections “Appointment, Term and Nomination of Directors”, “Vacancy and Inability to Act; Temporary Directors”, “Committee Composition”, “Special Consent Rights”, “Consultation Rights”, “Access Rights” and “Right to Participate in Capital Raises”. For the avoidance of doubt, the twenty (20)-day cure period described in the foregoing sentence will only be available to the Sponsor Group if the failure of the Minimum Holding Requirement was not caused by a sale or transfer of Company Ordinary Shares by the Sponsor Group. Upon the termination of the Nomination Right, the Sponsor Nominee (or any temporary Director replacing a Sponsor Nominee) shall resign from the Board with immediate effect at the request of the Company.
Remuneration	The Company will have a policy in respect of the remuneration of Directors (the “Remuneration Policy”), which will be adopted at a General Meeting by a simple majority of the votes cast upon the proposal of the Board. The remuneration of the executive Directors will be determined by the Board and the remuneration of non-executive Directors will be determined by the non-executive Directors (acting together as corporate body), in each case in accordance with the Remuneration Policy. The annual remuneration of the non-executive Directors may be payable 50% in cash and 50% in Company Ordinary Shares.
Dividends	The Board, or the General Meeting upon a proposal of the Board, may resolve to make one or more interim distributions from the Company’s share premium reserve or from any other reserve (other than the special capital reserve); provided, that the requirements of Dutch Law are duly observed. The Board, or the General Meeting upon a proposal of the Board, may resolve that distributions shall be made other than in cash, including in the form of Company Ordinary Shares or shares in another listed company.
Special Consent Rights	Effective as of the Closing, the Articles of Association will be amended to provide that none of the actions listed below may be taken by the Company (including through its Subsidiaries) without the prior approval of the Sponsor, for so long as the Sponsor Group satisfies the Minimum Holding Requirement: i.   Amendment of the Articles of Association which adversely affects the rights of the Sponsor specifically (as opposed to its rights pro rata as a Company Shareholder); ii.  Cessation or material alteration of the principal business of the Company, including a material change to its corporate purpose, or change of jurisdiction of incorporation; iii.   Expansion of the Board to more than fifteen (15) members without granting the Sponsor the right to nominate an additional Director to preserve its proportional representation; iv.   Dissolution or termination of any standing committee of the Board;

6

Item	Terms
	v.  Deregistration of the Company or delisting of the Company Ordinary Shares from NYSE; and vi.   A resolution of the Board to make a proposal to the General Meeting for the appointment or removal of the Company’s independent auditors, but only if the replacement is not from among Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers. The Sponsor’s consent in connection with any of the above referenced matters may be provided (a) in a signed writing by the Sponsor or (b) with the affirmative vote of the Director serving as the Sponsor Nominee on the relevant Board resolution or with the affirmative vote of the Sponsor on the relevant resolution of the General Meeting, as applicable.
Consultation Rights	For as long as the Sponsor Group satisfies the Minimum Holding Requirement, the Company will consult with the Sponsor (subject to customary confidentiality undertakings) and solicit and consider its views in good faith before taking any of the actions listed below: i.   Entering into any major, transformative acquisition involving a merger with a similarly situated fashion or luxury goods company; and ii.  Determining to pay an extraordinary cash dividend (i.e., in addition to any dividend paid out of earnings).
Access Rights	For as long as the Sponsor Group satisfies the Minimum Holding Requirement, the Company shall provide access to senior representatives of the Sponsor to interact with (i) the Chief Financial Officer / Chief Operating Officer of the Company on at least a monthly basis, and (ii) the Chief Executive Officer of the Company on at least a quarterly basis, in each case to ask questions about the affairs of the Company provided that, in each case, neither the Company nor its senior representatives shall be under an obligation to disclose any confidential or non-public information.
Share Capital; Classes of Shares	The authorized share capital of the Company that the Company may issue without amending the Articles of Association shall be an amount equal to four and a half (4.5) times the then issued share capital of the Company as of the Closing. The initial Equity Securities of the Company shall consist of Company Ordinary Shares and several classes of Special Voting Shares (as defined in this Term Sheet in the section “Loyalty Voting Program” below).
Loyalty Voting Program	In order to strengthen the stability of the Company and foster the development and the continuous involvement of a stable base of long-term shareholders, effective as of the Closing, the Company will adopt a loyalty program (the “Loyalty Voting Program”) pursuant to which Company Shareholders will have the option to have their Company Ordinary Shares registered in a special shareholder register (the “Loyalty Register”) and receive additional shares, for no additional consideration, representing incremental voting rights (such shares, the “Special Voting Shares”) in respect of Company Ordinary Shares held continuously in the Loyalty Register for a specified period of time. The holding period for the Founder Earnout Shares will commence as of the Closing.

7

Item	Terms
	The Special Voting Shares and the terms and conditions for their allocation will be provided in and governed by (i) the Articles of Association and (ii) the Terms and Conditions of the Special Voting Shares (the “SVS Terms”). The SVS Terms will govern the issuance, allocation, acquisition, holding, repurchase and transfer of Special Voting Shares and certain aspects of qualifying common shares and Company Ordinary Shares which will be registered in the Loyalty Register. In order to facilitate the Loyalty Voting Program, at the Closing the Company will form a Dutch foundation (stichting) (the “Foundation”) which will have the right to subscribe for a number of Special Voting Shares of each class up to the number of Special Voting Shares of each such class included in the Company’s authorized share capital from time to time, in accordance with the Articles of Association and the SVS Terms. An option right may be granted to the Foundation for an unlimited period, which will be intended to ensure that holders of each class of qualifying Company Ordinary Shares in the future will receive their Special Voting Shares without requiring a resolution from the General Meeting. Under the structure of the Foundation, once a Company Shareholder becomes entitled to receive one Special Voting Share of a certain class, the Company will issue such Special Voting Shares to the Foundation pursuant to the Foundation’s exercise of its option right and, thereafter, the Foundation will transfer the Special Voting Shares to such Company Shareholder.
Special Voting Shares	The main features of the Special Voting Shares will be as follows: i.   Multiple voting rights: Special Voting Shares will provide for the following incremental voting rights based on how long the applicable shareholder has held the Company Ordinary Shares continuously in the Loyalty Register (in addition to the voting rights attached to the Company Ordinary Shares):

Holding Period (T)	# of Additional Votes	Total Effective Votes
0 < T < 2 years	None	1 vote
2 years £ T < 5 years	1 vote	2 votes
5 years £ T < 10 years	4 votes	5 votes
10 years £ T	9 votes	10 votes

ii.  Eligibility:

(a)   Any Company Shareholder will have the option to become eligible for Special Voting Shares by requesting the Company to register all or any portion of its Company Ordinary Shares in the Loyalty Register (a “Request”).

(b)   Upon such Request, the relevant eligible Company Ordinary Shares will be taken out of the relevant book-entry system and will be registered in the Loyalty Register in the name of the requesting Company Shareholder.

8

Item

Terms

(c)   As of the date on which a Company Ordinary Share has been registered in the Loyalty Register in the name of one and the same Company Shareholder or its permitted transferee for an uninterrupted period of two (2) years, such Company Ordinary Share will become a “Qualifying Common Share A” and the holder thereof will become entitled to acquire one Special Voting Share A in respect of such Qualifying Common Share A. Each Special Voting Share A will confer the right to cast one vote. (d)   As of the date on which a Qualifying Common Share A has been registered in the Loyalty Register in the name of one and the same Company Shareholder or its permitted transferee for an uninterrupted period of five (5) years, such Qualifying Common Share A will become a “Qualifying Common Share B” and the Special Voting A Share held by such Company Shareholder will be converted into a Special Voting Share B. Each Special Voting Share B will confer the right to cast four votes. (e)   As of the date on which a Qualifying Common Share B has been registered in the Loyalty Register in the name of one and the same Company Shareholder or its permitted transferee for an uninterrupted period of ten (10) years, such Qualifying Common Share B will become a “Qualifying Common Share C” and the Special Voting Share B held by such Company Shareholder will be converted into a Special Voting Share C. Each Special Voting Share C will confer the right to cast nine votes. iii.   Transferability: The Special Voting Shares will not be listed on any stock exchange and will be non-transferable except in certain limited cases (transfers to Affiliates or relatives through succession or donation) that will be specified in the Articles of Association and SVS Terms. The Articles of Association and SVS Terms will provide for certain permitted transfers, which will not result in the loss of Special Voting Shares nor in the interruption of the relevant holding period. Holding Special Voting Shares will not limit the transferability of the Company Ordinary Shares to which the Special Voting Shares are connected. However, in case of (i) any non-permitted transfer of the Special Voting Shares (or the connected Company Ordinary Shares); (ii) de-registration of the connected Company Ordinary Shares from the Loyalty Register; or (iii) upon the occurrence of a “change of control” (as such term will be defined in the Articles of Association and the SVS Terms) in respect of the relevant Company Shareholder, the incremental voting rights connected to the Special Voting Shares will be suspended with immediate effect and the Special Voting Shares will be transferred to the Company without payment of any consideration. iv.   Economic rights: The Special Voting Shares will have immaterial economic entitlements (i.e., only such as are required for Dutch Law purposes).

9

Item	Terms
Issuance of Shares	The Board will be irrevocably authorized for a period of five (5) years following the Closing Date to issue and/or subscribe for Equity Securities of the Company up to the authorized share capital in the aggregate (subject to the Right to Participate in Capital Raises below). The authorization may be extended from time to time by the General Meeting for periods not exceeding five (5) years from the date of such extension.
Share Repurchases	The Board will be irrevocably authorized for an initial period of eighteen (18) months following the Closing Date to repurchase Company Ordinary Shares representing up to ten percent (10%) of the issued share capital of the Company in the aggregate; provided, that the Board will be authorized to repurchase up to twenty percent (20%) of the issued share capital if the Company intends to cancel or reissue the repurchased shares within twelve (12) months from the date of such repurchase.
General Meetings	Shareholders solely or jointly representing at least ten percent (10%) of the issued share capital of the Company may request in writing, that the Board calls a General Meeting, stating the matters to be dealt with. Shareholders solely or jointly representing at least three percent (3%) of the issued share capital of the Company may request the Board, in writing, to include proposed items in the agenda; provided, however, that the Board (i) shall be the competent body with respect to all matters relating to nomination of Directors, remuneration policy, payment of dividends and the corporate governance structure of the Company, and (ii) shall have the right not to place any proposals relating to the above referenced matters on the agenda if the Board judges them to be evidently not in the interest of the Company. The Chairman, or in his or her absence, the Lead Non-Executive Director, will chair General Meetings.
Pre-Emptive Rights	Effective as of the Closing (and without prejudice to the Right to Participate in Capital Raises set out below), the Board will be irrevocably designated as the competent body to exclude or limit rights of pre-emption upon an issuance of Equity Securities of the Company (up to the authorized share capital) for an initial period of five (5) years, which designation may be extended by the General Meeting for additional periods up to a maximum of five (5) years per period.
Right to Participate in Capital Raises	So long as the Sponsor Group satisfies the Minimum Holding Requirement at such time, if the Company proposes to issue Equity Securities in the Company (the “Proposed Securities”), the Sponsor shall have the right to subscribe for and purchase a portion of the Proposed Securities equal to a percentage determined by dividing (A) the number of Company Ordinary Shares the Sponsor Group beneficially owns on an as converted basis, but excluding for this purpose any attribution of ownership of securities held by Persons who are not Affiliates of the Sponsor by (B) the total number of Company Ordinary Shares then outstanding on an as-converted basis (in each case, the as-converted basis shall be calculated using the maximum number of shares issuable under outstanding Equity Securities).

10

Item	Terms
	The rights referred to above shall not apply to any issuance of: i.   Equity Securities (including upon exercise or settlement of Equity Securities) to Directors, officers, employees, consultants or other agents of the Company as approved by the Board, up to an amount equal to one percent (1%) of each class of Equity Securities that will be outstanding on a fully diluted basis immediately prior to the issuance of the new Equity Securities; or ii.  Equity Securities pursuant to an employee stock option plan, management incentive plan, restricted stock plan, stock purchase plan or stock, ownership plan, dividend reinvestment plan, direct stock purchase plan or similar benefit plan, program or agreement as approved by the Board, up to an amount equal to one percent (1%) of each class of Equity Securities that will be outstanding on a fully diluted basis immediately prior to the issuance of the new Equity Securities.
Transfer of Company Ordinary Shares	The transfer of a Company Ordinary Share will require a deed executed for that purpose and, save in the event that the Company itself is a party to the transaction, written acknowledgement by the Company of the transfer. For as long as Company Ordinary Shares are listed on a regulated foreign stock exchange, the Board may resolve, in accordance with applicable Dutch Laws, that the foregoing sentence shall not apply to the Company Ordinary Shares that are registered in the part of the shareholders register which is kept outside the Netherlands by a registrar appointed by the Board for the purpose of the listing on such foreign stock exchange and that the property law aspects of such Shares shall be governed by the law of the state of establishment of such stock exchange or by the law of the state in which deliveries and other legal acts under property law relating to the Company Ordinary Shares can or must be made with the consent of such stock exchange.
Long-form documents	To the extent permitted under Dutch law, the Parties agree to reflect in the Company Articles of Association, the Shareholders Agreement (to which the Company will be a party), the Company Board Regulations and the Terms and Conditions of the Special Voting Shares (the “Long-Form Documents”) all provisions included in this Term-Sheet. The Long Form Documents will include specific provisions that the Parties shall, and shall cause their respective Affiliates to, use all rights and powers available to them to ensure that full effect will be given to the provisions of the Long Form Documents, including by exercising their voting rights (including without limitation by voting in favor of persons nominated for appointment by the Sponsor in accordance with the paragraph “Nomination Right” above), or executing and delivering such additional documents, instruments, conveyances and assurances, and taking such further actions as may be reasonably required to give full effect to and carry out the provisions of the Long-Form Documents. The Long Form Documents will be governed by the Laws of the Netherlands.

11

EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

Ermenegildo Zegna Holditalia S.p.A.

Via Roma 99/100

Valdilana (Biella)

Italy

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Company”) and the undersigned (“Subscriber”).

WHEREAS, concurrently with the execution and delivery of this Subscription Agreement, IIAC and the Company have entered into a Business Combination Agreement (as the same may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, IIAC and EZ Cayman, a Cayman Islands exempted company (“Company Merger Sub”), pursuant to which, among other things, Company Merger Sub will merge with and into IIAC, with IIAC as the surviving company in the merger and, after giving effect to such merger, IIAC will become a subsidiary of the Company, on the terms and subject to the conditions therein (such transaction and the other transactions consummated pursuant to the Business Combination Agreement, the “Transaction”);

WHEREAS, in connection with the Transaction, on the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber desires to subscribe for and purchase from the Company, simultaneous with the closing of the Transaction, the number of ordinary shares of the Company (the “Common Shares”) set forth on the signature page hereto (such Common Shares, the “Acquired Shares”) for a purchase price of $10.00 per share (the “Share Purchase Price”), or the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Company desires to issue and sell the Acquired Shares to Subscriber in a private placement in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company at or prior to the Closing Date (as defined herein);

WHEREAS, in connection with the Transaction, certain other “accredited investors” (as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and collectively, such “accredited investors”, the “Other Subscribers” and together with the Subscriber, the “Subscribers”) that may include institutional investors, post-Closing directors of the Company, existing directors of Thom Browne, Inc. and/or their respective affiliates, have entered into subscription agreements with the Company substantially similar to this Subscription Agreement, pursuant to which such Other Subscribers have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to such Other Subscribers, on the Closing Date, Common Shares at the Share Purchase Price (the “Other Subscription Agreements”); and

WHEREAS, the Subscribers have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to such Subscribers, on the Closing Date, an aggregate amount of up to 25,000,000 Common Shares at the Share Purchase Price.

1

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.    Subscription. The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Common Shares as is set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Subscriber understands and agrees that the Company reserves the right to accept or reject the Subscriber’s subscription for the Common Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person on behalf of the Company; the Company may do so in counterpart form. Notwithstanding the foregoing or anything to the contrary in Section 7 below, in the event that (i) the Company does not accept the subscription or (ii) the Closing Date shall not have occurred by April 18, 2022, this Subscription Agreement shall be void and of no further effect and any monies paid by the Subscriber to the Company in connection herewith shall immediately be returned to the Subscriber. The Subscriber understands that the subscribed Common Shares that will be issued pursuant to this Subscription Agreement will be ordinary shares of the Company, which will be converted to a Dutch public limited liability company (naamloze vennootschap) at or prior to Closing (as defined below).

2.    Closing.

(a)    Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Not less than five (5) business days prior to the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”), the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an escrow account established by the Company to the purpose of collecting funds in advance of the Closing.

(b)    At least three (3) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Company against delivery to Subscriber of the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within ten (10) business days following the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than one (1) business days thereafter) after such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business days thereafter) return such funds to Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

(c)    On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a

2

custodian designated by Subscriber, as applicable. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

(d)    The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions:

(i)    no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(ii)    (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing.

(e)    The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects.

(f)    The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Company required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.

3.    Company Representations and Warranties. The Company represents and warrants to the Subscriber that:

(a)    The Company has been duly incorporated and is validly existing as a corporation under the laws of Italy (and will be converted to a Dutch public limited liability company (naamloze vennootschap) prior to Closing), in good standing under its jurisdiction of incorporation (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

3

(b)    As of the Closing Date, the Acquired Shares will be duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares in accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any statutory or contractual preemptive or similar rights.

(c)    This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding agreement of Subscriber, this Subscription Agreement is enforceable against the Company in accordance with its respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(d)    The issuance and sale of the Acquired Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole (a “Company Material Adverse Effect”) or materially affect the validity of the Acquired Shares or the legal authority of the Company to timely comply in all material respects with the terms of this Subscription Agreement; (ii) result in a violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Company to comply in all material respects with this Subscription Agreement.

(e)    The Company is not in default or violation of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f)    Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Company to Subscriber hereunder. The Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(g)    As of the date hereof, the authorized share capital of the Company consists of 4,300,000 number of Common Shares, of which 4,049,449 are issued and outstanding.

4.    IIAC Representations and Warranties. IIAC represents and warrants to the Subscriber that:

(a)    IIAC has been duly incorporated and is validly existing as an exempted company under the laws of the Cayman Islands, in good standing under the laws of the Cayman Islands (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

4

(b)    This Subscription Agreement has been duly authorized, executed and delivered by IIAC and is enforceable against IIAC in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(c)    As of the date hereof, the authorized capital stock of IIAC consists of (i) 500,000,000 of IIAC’s Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), (ii) 50,000,000 of IIAC’s Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), and (iii) 5,000,000 of IIAC’s preference shares, par value $0.0001 per share (the “Preference Shares”). As of the date hereof: (i) 40,250,000 Class A Shares are issued and outstanding, (ii) 10,062,500 Class B Shares are issued and outstanding, (iii) no Preference Shares are issued and outstanding, and (iv) 20,116,667 warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per share, are issued and outstanding. As of the date hereof and as of the Closing, IIAC had and will have no outstanding long-term indebtedness (other than deferred underwriting fees and expenses deferred from its initial public offering).

(d)    A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document filed by IIAC on or prior to the Closing Date (the “IIAC SEC Documents”) is available to Subscriber (including via the SEC’s EDGAR system). As of their respective filing dates, to the best of IIAC’s knowledge, all IIAC SEC Documents complied in all material respects with the requirements of the Exchange Act applicable to the IIAC SEC Documents and the rules and regulations of the SEC promulgated thereunder applicable to the IIAC SEC Documents. None of the IIAC SEC Documents filed under the Exchange Act (except to the extent that information contained in any IIAC SEC Document has been superseded by a later timely filed IIAC SEC Document) contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no material outstanding or unresolved comments in comment letters from the staff of the SEC with respect to any of the IIAC SEC Documents. For the avoidance of doubt, any restatement of the financial statements of IIAC and any amendments to previously filed IIAC SEC Documents or delays in filing IIAC SEC Documents, in connection with any guidance from the SEC following the date of this Agreement, shall not be deemed to constitute a breach of this Section 4(d). Additionally, for avoidance of doubt, any amendment or modification of any IIAC SEC Document (or any agreement filed as an exhibit to any IIAC SEC Document) from its initial filing date in a subsequent filing shall not be deemed to constitute a breach of this Section 4(d).

5.    Subscriber Representations and Warranties. Subscriber represents and warrants to the Company and IIAC that:

(a)    Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

(b)    This Subscription Agreement has been duly authorized, executed and delivered by Subscriber. This Subscription Agreement is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(c)    Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only for his, her or its own account and not for the account of others, or if Subscriber is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor

5

accounts, each owner of such account is a “qualified institutional buyer” or “accredited investor” (each as defined above) and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (iii) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber has completed Schedule A following the signature page hereto and the information contained therein is accurate and complete. Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Shares and is an “institutional account” as defined by FINRA Rule 4512(c).

(d)    Subscriber acknowledges and agrees that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. The Subscriber acknowledges and agrees that the Acquired Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (ii) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Acquired Shares shall contain a restrictive legend to such effect. Subscriber acknowledges and agrees that the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Acquired Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year from the Closing Date. Subscriber acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Acquired Shares.

(e)    Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Company. Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by or on behalf of the Company, IIAC or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement.

(f)    Subscriber’s acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended, section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.

(g)    In making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its own independent analysis and investigation. Without limiting the generality of the foregoing, Subscriber has not relied on any statements, representations, warranty or other information provided by IIAC, or Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities PLC and/or UBS Securities LLC (collectively, the “Placement Agents”) or any of their affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning the Company or the Acquired Shares or the offer and sale of the Acquired Shares. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Acquired Shares, including with respect to the Company and the Transaction. Without limiting the generality of the foregoing, Subscriber acknowledges that he, she or it has reviewed IIAC’s filings with the SEC. Subscriber acknowledges and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares, including but not limited to access

6

to marketing materials and a virtual data room containing information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient, in the Subscriber’s judgment, to enable the Subscriber to evaluate its investment. Subscriber acknowledges that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. Subscriber further acknowledges that he, she or it has reviewed all disclosure documents provided to such Subscriber in the offering of the Acquired Shares and no statement or printed material which is contrary to such disclosure documents has been made or given to the Subscriber by or on behalf of the Company or IIAC.

(h)    Subscriber became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Company, IIAC, the Placement Agents or a representative of the Company, IIAC or the Placement Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Company or the Placement Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber, by any other means and none of the Company, the Placement Agents, IIAC or their respective representatives or any person acting on behalf of any of them acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges that the Company represents and warrants that the Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(i)    Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares, including but not limited to those set forth in the Company’s and IIAC’s filings with the SEC. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Acquired Shares. Subscriber will not look to the Placement Agents or any of their affiliates or representatives for all or part of any such loss or losses Subscriber may suffer and is able to sustain a complete loss on its investment in the Acquired Shares.

(j)    Subscriber acknowledges and agrees that neither the Placement Agents nor any affiliate or representative of the Placement Agents has provided Subscriber with any information or advice with respect to the Acquired Shares nor is such information or advice necessary or desired. Subscriber acknowledges that the Placement Agents and their affiliates and representatives (i) have not made any representation as to the Company or the quality of the Acquired Shares, (ii) may have acquired non-public information with respect to the Company which Subscriber agrees need not be provided to it, (iii) have made no independent investigation with respect to the Company or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Company, (iv) have not acted as Subscriber’s financial advisor or fiduciary in connection with the issue and purchase of the Acquired Shares and (v) have not prepared a disclosure or offering document in connection with the offer and sale of the Acquired Shares. Subscriber further acknowledges that the Placement Agents may have existing or future business relationships with IIAC and the Company, including, but not limited to, acting as financial advisors for the Transaction.

(k)    Alone, or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total loss exists.

(l)    Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the fairness of an investment in the Acquired Shares.

7

(m)    Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”), (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.

(n)    Subscriber has or has commitments to have and, when required to deliver payment to the Company pursuant to Section 2 above, will have sufficient funds to pay the Purchase Price and consummate the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement.

(o)    Subscriber understands that Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC will receive deferred underwriting commissions as disclosed in IIAC’s prospectus, dated November 18, 2020, upon consummation of the Transaction.

(p)    As of the date hereof, Subscriber does not have, and during the thirty (30) day period immediately prior to the date hereof Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Company.

(q)    Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

6.    Registration Rights.

(a)    In the event that the Acquired Shares are not registered in connection with the consummation of the Transaction, the Company agrees that, as soon as practicable (but in any case no later than forty-five (45) calendar days after the consummation of the Transaction) (the “Filing Deadline”), it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Acquired Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) ten (10) business days after the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). In connection with the foregoing, the Subscriber shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares.

(b)    The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Acquired Shares to be sold pursuant to this Subscription Agreement, to remain effective until

8

the earliest of (i) the third anniversary of the Closing, (ii) the date on which Subscriber ceases to hold any Acquired Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which Subscriber is able to sell all of its Acquired Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 within 90 days without the public information, volume or manner of sale limitations of such rule (such date, the “End Date”). Prior to the End Date, the Company will use commercially reasonable efforts to qualify the Acquired Shares for listing on the applicable stock exchange. Subscriber agrees to disclose its ownership to the Company upon request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. The Company may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form F-3 at such time after the Company becomes eligible to use such Form F-3.

(c)    Notwithstanding anything to the contrary in this Subscription Agreement, Subscriber acknowledges and agrees that (i) the Company may suspend the use of any such Registration Statement if it determines that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current or annual report under the Exchange Act; and (ii) the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require any Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, (A) if any information (e.g., compensation data) is not readily available and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, (B) at any time the Company is required to file a post-effective amendment to the Registration Statement and the SEC has not declared such amendment effective or (C) if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”) provided, that (I) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-twenty (120) calendar days in any three hundred sixty (360)-day period, (II) in case of clause (i) above, the Company shall have a bona fide business purpose for not making such information public and (III) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by Subscriber of such securities as soon as practicable thereafter.

(d)    The Company’s obligations to include the Acquired Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of such Acquired Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration of such Acquired Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations; provided, however, that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares.

7.    Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with the terms therein, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) April 18, 2022 if the Closing has not occurred by such date other than as a result of a breach of Subscriber’s obligations hereunder, or

9

(d) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are (i) not satisfied or waived prior to the Closing or (ii) not capable of being satisfied on the Closing and, in each case of (i) and (ii), as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing (the termination events described in clauses (a) – (d) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company shall notify Subscriber in writing of the termination of the Business Combination Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) business day) following the Termination Event be returned to Subscriber.

8.    Trust Account Waiver. Subscriber acknowledges that IIAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in IIAC’s prospectus relating to its initial public offering dated November 18, 2020 (the “Prospectus”), available at www.sec.gov, substantially all of IIAC’s assets consist of the cash proceeds of IIAC’s initial public offering and a private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of IIAC, its public shareholders and the underwriters of IIAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to IIAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of IIAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives, hereby irrevocable waives any and all right, title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of IIAC acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

9.    Miscellaneous.

(a)    Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Acquired Shares hereunder, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that (i) this Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to any fund or account managed by the same investment manager as Subscriber or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager without the prior consent of the Company and IIAC and (ii) Subscriber’s rights under Section 6 may be assigned to an assignee or transferee of the Acquired Shares; provided further that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no assignment pursuant to clause (i) of this Section 9 shall relieve Subscriber of its obligations hereunder.

(b)    Subscriber acknowledges that the Company, IIAC, the Placement Agents (with the Placement Agents separately as express third-party beneficiaries to this Subscription Agreement, with a right to enforce Section 3, Section 4, Section 5, Section 9, Section 10 and Section 12) and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement, including Schedule A hereto. Prior to the Closing, Subscriber agrees to promptly notify the Company, IIAC and the Placement Agents in writing (including, for the avoidance of doubt, by email) if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber as set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case Subscriber shall notify the

10

Company, IIAC and the Placement Agents if they are no longer accurate in any respect). Subscriber acknowledges and agrees that each purchase by Subscriber of Acquired Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase.

(c)    The Company, IIAC and the Placement Agents (each as a third-party beneficiary with a right of enforcement) are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 9(c) shall not give the Company or the Placement Agents any rights other than those expressly set forth herein and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and warranties of IIAC set forth in this Subscription Agreement.

(d)    All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing until the expiration of any statute of limitations under applicable law.

(e)    The Company and IIAC may request from Subscriber such additional information as the Company and IIAC may reasonably deem necessary to register the resale of the Acquired Shares and evaluate the eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the Company and IIAC agree to keep any such information provided by Subscriber confidential except (i) as necessary to include in any registration statement the Company is required to file hereunder, (ii) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (iii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which the Company’s securities are listed for trading. Subscriber acknowledges and agrees that if it does not provide the Company with such requested information, the Company may not be able to register Subscriber’s Acquired Shares for resale pursuant to Section 6 hereof. Subscriber acknowledges that the Company and IIAC may file a copy of this Subscription Agreement (or a form of this Subscription Agreement) with the SEC as an exhibit to a periodic report or a registration statement of the Company or IIAC.

(f)    This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 7 above) except by an instrument in writing, signed by each of the parties hereto, provided, however, that no modification or waiver by the Company or IIAC of the provisions of this Subscription Agreement shall be effective without the prior written consent of the Company and IIAC (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties and third-party beneficiaries hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

(g)    This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

(h)    Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

11

(i)    If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(j)    This Subscription Agreement may be executed and delivered in one (1) or more counterparts (including by electronic means, such as facsimile, in .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(k)    Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(l)    At any time, the Company or IIAC may (a) extend the time for the performance of any obligation or other act of Subscriber, (b) waive any inaccuracy in the representations and warranties of Subscriber contained herein or in any document delivered by Subscriber pursuant hereto and (c) waive compliance with any agreement of Subscriber or any condition to its own obligations contained herein. At any time, Subscriber may (a) extend the time for the performance of any obligation or other act of the Company or IIAC, (b) waive any inaccuracy in the representations and warranties of the Company or IIAC contained herein or in any document delivered by the Company or IIAC pursuant hereto and (c) waive compliance with any agreement of the Company or IIAC or any condition to its own obligations contained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

(m)    Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) three (3) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i)    if to Subscriber, to such address or addresses set forth on the signature page hereto;

(ii)    if to IIAC, to:

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

Attn: Roberto Ardagna

Chief Executive Officer

Email: RArdagna@investindustrial.com

with a required copy to (which copy shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn:     Christian O. Nagler

    Wayne Williams

Email:   cnagler@kirkland.com

    wwilliams@kirkland.com

12

and

Kirkland & Ellis LLP

30 St Mary Axe

London EC3A 8AF

United Kingdom

Attention: Cedric Van den Borren

Email:       cedric.vandenborren@kirkland.com

(iii)    if to the Company, to

Ermenegildo Zegna Holditalia S.p.A

Via Roma 99/100

Valdilana (Biella)

Italy

Attn: Gianluca Ambrogio Tagliabue

Email: Gianluca.Tagliabue@zegna.com

with a required copy to (which copy shall not constitute notice):

Sullivan & Cromwell

125 Broad Street

New York, NY 10004

Attn: Scott D. Miller

Email: MILLERSC@sullcrom.com

(n)    This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9(m) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS

13

LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(n).

10.    Non-Reliance and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of the Company and IIAC expressly contained in Section 3 and Section 4, respectively of this Subscription Agreement, in making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that none of (i) any Other Subscriber pursuant to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Acquired Shares (including such Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing) or (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, shall have any liability to Subscriber, or to any Other Subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Acquired Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, IIAC, the Placement Agents or any Non-Party Affiliate concerning the Company, IIAC, the Placement Agents, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company, IIAC, any Placement Agent or any of the Company’s, IIAC’s or any Placement Agent’s controlled affiliates or any family member of the foregoing.

11.     No Hedging. The Subscriber agrees that, from the date of this Subscription Agreement, none of the Subscriber or any person or entity acting on behalf of the Subscriber or pursuant to any understanding with the Subscriber will engage in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument, including without limitation equity repurchase agreements and securities lending arrangements, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the Subscriber or any other person) of any economic consequences of ownership (excluding, for the avoidance of doubt, any consequences resulting solely from foreign exchange fluctuations), in whole or in part, directly or indirectly, physically or synthetically, of any Acquired Shares, any securities of IIAC or any instrument exchangeable for or convertible into any securities of the Company prior to the Closing, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of securities of the Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing;

14

provided, however, that the provisions of this Section 11 shall not apply to long sales (including sales of securities held by the Subscriber prior to the date of this Subscription Agreement and securities purchased by the Subscriber in the open market after the date of this Subscription Agreement) other than those effectuated through derivative transactions and similar instruments. Notwithstanding the foregoing, nothing in this Section 11 (i) shall prohibit any entities under common management with the Subscriber that have no knowledge (constructive or otherwise) of this Subscription Agreement or of Subscriber’s participation in the transactions contemplated hereby from entering into any such transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, this Section 11 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares hereunder.

12.    Disclosure. IIAC shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transaction and any other material, nonpublic information that IIAC has provided to Subscriber at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the reasonable knowledge of IIAC, Subscriber shall not be in possession of any material, non-public information received from IIAC or any of its officers, directors, or employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with IIAC or any of its affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, IIAC shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities, (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which IIAC’s securities are listed for trading or (iii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 12.

15

IN WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Subscriber:	State/Country of Formation or Domicile:
By:
Name:
Title:
Name in which Acquired Shares are to be registered (if different):	Date:                     , 2021
Subscriber’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip:	City, State, Zip:
Attn:	Attn:
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:
Number of Shares subscribed for:	Price Per Share: $10.00
Purchase Price: $

You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice.

Signature Page to

Subscription Agreement

IN WITNESS WHEREOF, each of the Company and IIAC has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

ERMENEGILDO ZEGNA HOLDITALIA

S.p.A.

By:  

Name: Ermenegildo Zegna Di Monte Rubello

Title:   Chief Executive Officer

Date:                     , 2021

INVESTINDUSTRIAL ACQUISITION CORP.

By:  

Name: Roberto Ardagna

Title:   Chief Executive Officer

Date:                     , 2021

Signature Page to

Subscription Agreement

SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either Part A or Part B, and Part C below.

A. QUALIFIED INSTITUTIONAL BUYER STATUS

• (Please check the applicable subparagraphs):

☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).

** OR **

B. INSTITUTIONAL ACCREDITED INVESTOR STATUS

• (Please check the applicable subparagraphs):

1.    ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2.    ☐ We are not a natural person.

** AND **

C. AFFILIATE STATUS

(Please check the applicable box) SUBSCRIBER:

☐ is:

☐ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

Rule 501(a), under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

☐ Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

☐ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status, such as a General Securities Representative license (Series 7), a Private Securities Offerings Representative license (Series 82) and an Investment Adviser Representative license (Series 65);

☐ Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or

☐ Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.

Signature Page to

Subscription Agreement

EX-10.2

Exhibit 10.2

SUBSCRIPTION AGREEMENT

Ermenegildo Zegna Holditalia S.p.A.

Via Roma 99/100

Valdilana (Biella)

Italy

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Company”) and the undersigned (“Subscriber”).

WHEREAS, concurrently with the execution and delivery of this Subscription Agreement, IIAC and the Company have entered into a Business Combination Agreement (as the same may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, IIAC and EZ Cayman, a Cayman Islands exempted company (“Company Merger Sub”), pursuant to which, among other things, (i) the Company will be converted to a Dutch public limited liability company (naamloze vennootschap) (the “Company Conversion”), and (ii) Company Merger Sub will merge with and into IIAC, with IIAC as the surviving company in the merger and, after giving effect to such merger, IIAC will become a subsidiary of the Company, on the terms and subject to the conditions therein (such transaction and the other transactions consummated pursuant to the Business Combination Agreement, the “Transaction”);

WHEREAS, in connection with the Transaction, on the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber desires to subscribe for and purchase from the Company, simultaneous with the closing of the Transaction, the number of ordinary shares of the Company (the “Common Shares”) set forth on the signature page hereto (such Common Shares, the “Acquired Shares”) for a purchase price of $10.00 per share (the “Share Purchase Price”), or the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Company desires to issue and sell the Acquired Shares to Subscriber in a private placement in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company at or prior to the Closing Date (as defined herein);

WHEREAS, in connection with the Transaction, certain other “accredited investors” (as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and collectively, such “accredited investors”, the “Other Subscribers” and together with the Subscriber, the “Subscribers”) that may include institutional investors, post-Closing directors of the Company, existing directors of Thom Browne, Inc. and/or their respective affiliates, have entered into, severally and not jointly, subscription agreements with the Company substantially similar to this Subscription Agreement, pursuant to which such Other Subscribers, severally and not jointly, have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to such Other Subscribers, severally and not jointly, on the Closing Date, Common Shares at the Share Purchase Price (the “Other Subscription Agreements”); and

WHEREAS, the Subscribers, severally and not jointly, have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to such Subscribers, severally and not jointly, on the Closing Date, an aggregate amount of up to 25,000,000 Common Shares at the Share Purchase Price.

1

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Subscription. Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber, such number of Common Shares as is set forth on the signature page of this Subscription Agreement at the Share Purchase Price on the terms and subject to the conditions provided for herein. Notwithstanding the foregoing or anything to the contrary in Section 7 below, in the event that the Closing Date shall not have occurred by April 18, 2022, this Subscription Agreement shall be terminated and deemed void and of no further effect, and any monies paid by the Subscriber to the Company in connection herewith shall immediately be returned to the Subscriber. The Subscriber understands that the subscribed Common Shares that will be issued pursuant to this Subscription Agreement will be ordinary shares of the Company, as a Dutch public limited liability company (naamloze vennootschap) following the Company Conversion.

2. Closing.

(a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the subscription contemplated hereby (the “Closing”) shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Not less than seven (7) business days prior to the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”), the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an account established by the Company to the purpose of collecting funds in advance of the Closing.

(b) At least two (2) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber of the Acquired Shares pursuant to Section 2(c) below, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber to the escrow account, then immediately upon such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

In lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures:

On the Scheduled Closing Date, (i) Subscriber shall deliver to an account specified by the Company, which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the Acquired Shares the Purchase Price by wire transfer of United States dollars in immediately available funds and (ii) the Company shall deliver to Subscriber (or to a custodian designated by Subscriber) the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form in the name of the Subscriber (or its nominee in accordance with its delivery instructions) on the Company’s share register and will provide to the Subscriber evidence of such issuance of the

2

Acquired Shares as of the Closing Date from the transfer agent for the Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber, then immediately upon such termination or failure of closing, the Company will promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

(c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on or prior to the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of the Acquired Shares on and as of the Closing Date. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

(d) The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions:

(i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing.

(e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company, of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are

3

qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects.

(f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions:

(i) all representations and warranties of the Company and IIAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable;

(ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects;

(iii) no amendment or modification of, or waiver with respect to the terms of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and

(iv) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have occurred and the Common Shares (including, for the avoidance of doubt, the Acquired Shares) shall have been approved for listing on the NYSE, subject to official notice of issuance.

(g) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the subscription as contemplated by this Subscription Agreement.

3. Company Representations and Warranties. The Company represents and warrants to the Subscriber that:

(a) The Company has been duly incorporated and is validly existing as a corporation under the laws of Italy, in good standing under its jurisdiction of incorporation (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, the Company will be a duly incorporated and validly existing as a Dutch public limited liability company (naamloze vennootschap) in good standing, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to perform its obligations under this Subscription Agreement.

(b) As of the Closing Date, the Acquired Shares will be duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares in accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), and will not have

4

been issued in violation of the Company’s organizational documents or subject to any statutory or contractual preemptive or similar rights.

(c) This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and IIAC, this Subscription Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(d) The execution and delivery by the Company of this Subscription Agreement, the Other Subscription Agreements and the Business Combination Agreement (collectively, the “Transaction Documents”) and the performance by the Company of its obligations under the Transaction Documents, including the issuance and sale of the Acquired Shares and the execution, delivery and compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole (a “Company Material Adverse Effect”) or materially affect the validity of the Acquired Shares or the legal authority of the Company to timely comply in all material respects with the terms of this Subscription Agreement; (ii) result in a violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Company to perform in all material respects its obligations under this Subscription Agreement.

(e) The Company is not in default or violation of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Company to Subscriber hereunder. The Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(g) As of the date hereof, the authorized share capital of the Company consists of 4,300,000 common shares, of which 4,049,449 are issued and outstanding.

(h) Assuming the accuracy of the representations and warranties of Subscriber, the Company is not required to obtain any consent, approval or waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Acquired Shares), other than (i) filings with the SEC, including the Registration Statement (as defined below), (ii) filings required by applicable state or federal securities laws, (iii) filings required in accordance with this Subscription Agreement, (iv) filings required

5

to consummate the Transaction as provided under the Business Combination Agreement, (v) filings, the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (v) those required by the NYSE.

(i) Other than the Other Subscription Agreements, the Business Combination Agreement, the forward purchase agreement, by and between IIAC and Strategic Holding Group S.à.r.l, dated November 18, 2020, as the same may be amended or supplemented from time to time, and any other agreement expressly contemplated by the Business Combination Agreement or described in the IIAC SEC Documents, the Company and IIAC have not entered into any side letter or similar agreement with any investor in connection with such investor’s direct or indirect investment in the Company or IIAC (other than any side letter or similar agreement relating to (a) lock-up undertakings by the investor with respect to such investment or (b) the transfer to any investor of (i) securities of IIAC by existing securityholders of IIAC, which may be effectuated as a forfeiture to IIAC and reissuance and (ii) securities to be issued to the direct or indirect securityholders of the Company pursuant to the Business Combination Agreement). No Other Subscription Agreement (other than any subscription agreement entered into by Investindustrial Acquisition Corp. L.P., Strategic Holding Group S.à.r.l., the shareholders of the Company, the post-Closing directors of the Company or the existing directors of Thom Browne, Inc., or any of their affiliates, which, however, shall be with respect to the same class of shares being acquired by Subscriber hereunder and at the same Share Purchase Price) includes terms and conditions that are materially more advantageous to any such Other Subscriber than Subscriber hereunder, and such Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement.

(j) The Company has not received any written communication from a governmental entity alleging that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(k) There is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the Company’s knowledge, threatened against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company, except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(l) The Company is not, and immediately after receipt of payment for the Acquired Shares and consummation of the Transaction, will not be required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(m) Except for any placement fees payable to the Placement Agents (as defined below), the Company has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares.

4. IIAC Representations and Warranties. IIAC represents and warrants to the Subscriber that:

(a) IIAC has been duly incorporated and is validly existing as an exempted company under the laws of the Cayman Islands, in good standing under the laws of the Cayman Islands (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

(b) This Subscription Agreement has been duly authorized, executed and delivered by IIAC and, assuming that this Subscription Agreement constitutes the valid and binding agreement of Subscriber and the Company, this Subscription Agreement constitutes a valid and legally binding obligation of IIAC, enforceable against IIAC in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(c) The issuance and sale of the Acquired Shares and the compliance by IIAC with all of the provisions of the Subscription Agreement and the consummation of the transactions contemplated herein will not conflict

6

with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of IIAC or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which IIAC or any of its subsidiaries is a party or by which IIAC or any of its subsidiaries is bound or to which any of the property or assets of IIAC is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (x) the business, general affairs, properties, prospects, financial condition, stockholders’ equity, management, or results of operations of IIAC and its subsidiaries, taken as a whole, (a “IIAC Material Adverse Effect”) or materially affect the validity of the Acquired Shares or the legal authority of IIAC to timely comply in all material respects with the terms of this Subscription Agreement; (ii) result in a violation of the provisions of the organizational documents of IIAC; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over IIAC or any of its properties that would reasonably be expected to have, individually or in the aggregate, an IIAC Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of IIAC to comply in all material respects with this Subscription Agreement.

(d) IIAC is not in default or violation of any term, condition or provision of (i) the organizational documents of IIAC, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which IIAC is now a party or by which IIAC’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over IIAC or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, an IIAC Material Adverse Effect.

(e) As of the date hereof, the authorized capital stock of IIAC consists of (i) 500,000,000 of IIAC’s Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), (ii) 50,000,000 of IIAC’s Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), and (iii) 5,000,000 of IIAC’s preference shares, par value $0.0001 per share (the “Preference Shares”). As of the date hereof: (i) 40,250,000 Class A Shares are issued and outstanding, (ii) 10,062,500 Class B Shares are issued and outstanding, (iii) no Preference Shares are issued and outstanding, and (iv) 20,116,667 warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrants”), are issued and outstanding. As of the date hereof and as of the Closing, IIAC had and will have no outstanding long-term indebtedness (other than deferred underwriting fees and expenses deferred from its initial public offering). All (i) issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to preemptive rights and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. As of the date hereof, IIAC has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which IIAC is a party or by which it is bound relating to the voting of any Equity Interests, other than as contemplated by the Business Combination Agreement. There are no outstanding contractual obligations of IIAC to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other person or entity.

(f) IIAC is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by IIAC of this Subscription Agreement, other than the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, an IIAC Material Adverse Effect.

(g) IIAC has not received any written communication from a governmental entity alleging that IIAC is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, reasonably be expected to have an IIAC Material Adverse Effect.

7

(h) There is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to IIAC’s knowledge, threatened against IIAC, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against IIAC, except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, an IIAC Material Adverse Effect.

(i) Except for any placement fees payable to the Placement Agents (as defined below), IIAC has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares.

(j) As of the date hereof, the issued and outstanding Class A Shares of IIAC are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), and are listed for trading on the NYSE under the symbol “IIAC” (it being understood that the trading symbol will be changed in connection with the Transaction). Except as disclosed in IIAC’s filings with the SEC, as of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of IIAC, threatened against IIAC by NYSE or the SEC, respectively, to prohibit or terminate the listing of IIAC’s Shares on NYSE or to deregister the Class A Shares under the Exchange Act. IIAC has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act.

(k) A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document filed by IIAC with the SEC since its initial registration of the Class A Shares and up to the Closing Date (the “IIAC SEC Documents”) is available to Subscriber (including via the SEC’s EDGAR system). As of their respective filing dates, to the best of IIAC’s knowledge, all IIAC SEC Documents complied in all material respects with the requirements of the Exchange Act applicable to the IIAC SEC Documents and the rules and regulations of the SEC promulgated thereunder applicable to the IIAC SEC Documents. None of the IIAC SEC Documents filed under the Exchange Act (except to the extent that information contained in any IIAC SEC Document has been superseded by a later timely filed IIAC SEC Document) contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to the second to last sentence of this Section 4(k), IIAC has timely filed each IIAC SEC Document that IIAC was required to file with the SEC since its inception. There are no material outstanding or unresolved comments in comment letters from the staff of the SEC with respect to any of the IIAC SEC Documents. Subject to the immediately following sentence, the financial statements of IIAC included in the IIAC SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of IIAC as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited financial statements, to normal, year-end audit adjustments. For the avoidance of doubt, any restatement of the financial statements of IIAC and any amendments to previously filed IIAC SEC Documents or delays in filing IIAC SEC Documents, as required in connection with any guidance from the SEC following the date of this Agreement, shall not be deemed to constitute a breach of this Section 4(k). Additionally, for avoidance of doubt, any amendment or modification of any IIAC SEC Document (or any agreement filed as an exhibit to any IIAC SEC Document) from its initial filing date in a subsequent filing as required in connection with any guidance of the SEC following the date of this Agreement shall not be deemed to constitute a breach of this Section 4(k).

5. Subscriber Representations and Warranties. Subscriber represents and warrants to the Company and IIAC that:

(a) Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

(b) This Subscription Agreement has been duly authorized, executed and delivered by Subscriber, and assuming that this Subscription Agreement constitutes the valid and binding agreement of the Company and

8

IIAC, this Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(c) Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only for his, her or its own account and not for the account of others, or if Subscriber is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” or “accredited investor” (each as defined above) and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (iii) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber has completed Schedule A following the signature page hereto and the information contained therein is accurate and complete. Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Shares and is an “institutional account” as defined by FINRA Rule 4512(c).

(d) Subscriber acknowledges and agrees that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. The Subscriber acknowledges and agrees that the Acquired Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to Company or a subsidiary thereof, (ii) in an “offshore transaction” within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (ii) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Acquired Shares shall contain the restrictive legend set forth in Section 2(c). Subscriber acknowledges and agrees that the Acquired Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Acquired Shares may not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year from the Closing Date. Subscriber acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Acquired Shares.

(e) Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Company. Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by or on behalf of the Company, IIAC or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement.

(f) Subscriber’s acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended, section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.

(g) In making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its own independent analysis and investigation. Without limiting the generality of the foregoing, Subscriber has not relied on any statements, representations, warranty or other information provided by IIAC (other than the representations, warranties, acknowledgments and agreements of IIAC in this Subscription Agreement), or Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities PLC and/or UBS Securities LLC (collectively, the “Placement Agents”) or any of their affiliates or any control

9

persons, officers, directors, employees, agents or representatives of any of the foregoing concerning the Company or the Acquired Shares or the offer and sale of the Acquired Shares. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Acquired Shares, including with respect to the Company and the Transaction. Without limiting the generality of the foregoing, Subscriber acknowledges that he, she or it has reviewed or had the full opportunity to review IIAC’s filings with the SEC. Subscriber acknowledges and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares, including but not limited to access to marketing materials and a virtual data room containing information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient, in the Subscriber’s judgment, to enable the Subscriber to evaluate its investment. Subscriber acknowledges that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. Subscriber further acknowledges that he, she or it has reviewed or had the full opportunity to review all disclosure documents provided to such Subscriber in the offering of the Acquired Shares and no statement or printed material which is contrary to such disclosure documents has been made or given to the Subscriber by or on behalf of the Company or IIAC.

(h) Subscriber became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Company, IIAC, the Placement Agents or a representative of the Company, IIAC or the Placement Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Company or the Placement Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber, by any other means and none of the Company, the Placement Agents, IIAC or their respective representatives or any person acting on behalf of any of them acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges that the Company represents and warrants that the Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(i) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares, including but not limited to those set forth in the Company and IIAC’s filings with the SEC. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Acquired Shares. Subscriber will not look to the Placement Agents or any of their affiliates or representatives for all or part of any such loss or losses Subscriber may suffer and is able to sustain a complete loss on its investment in the Acquired Shares.

(j) Subscriber acknowledges and agrees that neither the Placement Agents nor any affiliate or representative of the Placement Agents has provided Subscriber with any information or advice with respect to the Acquired Shares nor is such information or advice necessary or desired. Subscriber acknowledges that the Placement Agents and their affiliates and representatives (i) have not made any representation as to the Company or the quality of the Acquired Shares, (ii) may have acquired non-public information with respect to the Company which Subscriber agrees need not be provided to it, (iii) have made no independent investigation with respect to the Company or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Company, (iv) have not acted as Subscriber’s financial advisor or fiduciary in connection with the issue and purchase of the Acquired Shares and (v) have not prepared a disclosure or offering document in connection with the offer and sale of the Acquired Shares. Subscriber further acknowledges that the Placement Agents may have existing or future business relationships with IIAC and the Company, including, but not limited to, acting as financial advisors for the Transaction.

10

(k) Subscriber represents and acknowledges that Subscriber, alone, or together with any professional advisor(s), has adequately analyzed and fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total loss exists.

(l) Subscriber understands and acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the fairness of an investment in the Acquired Shares.

(m) Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”), (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Subscriber”). Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that, to the extent required, Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Subscriber.

(n) Subscriber, when required to deliver payment to the Company pursuant to Section 2 above, will have sufficient funds to pay the Purchase Price and consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement.

(o) Subscriber understands that Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC will receive deferred underwriting commissions as disclosed in IIAC’s prospectus, dated November 18, 2020, upon consummation of the Transaction.

(p) As of the date hereof, Subscriber does not have, and during the thirty (30) day period immediately prior to the date hereof Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Company. Notwithstanding the foregoing, nothing in this Section 5(p) (i) shall apply to any entities under common management with Subscriber (including Subscriber’s controlled affiliates and/or affiliates) from entering into any such transactions; and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets, the representations set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares covered by this Agreement.

(q) Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than a group consisting solely of Subscriber and its affiliates.

11

6. Registration Rights.

(a) In the event that the Acquired Shares are not registered in connection with the consummation of the Transaction, the Company agrees that, as soon as practicable (but in any case no later than forty-five (45) calendar days after the Closing Date) (the “Filing Deadline”), it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Acquired Shares (the “Registration Statement”) naming the Subscriber as a selling shareholder thereunder, and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) thirty (30) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) ten (10) business days after the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). The Company’s obligations to include the Acquired Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of such Acquired Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration of such Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement, if applicable, during any customary blackout or similar period or as permitted hereunder; provided, however, that in connection with the foregoing, Subscriber shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Acquired Shares. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Acquired Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the shares by the selling shareholders named therein or otherwise, such Registration Statement shall register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the SEC. In such event, the number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Acquired Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file a new Registration Statement to register such Acquired Shares not included in the initial Registration Statement and shall use commercially reasonable efforts to have such amendment or Registration Statement declared effective as soon as practicable after the filing thereof. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw its Acquired Shares from the Registration Statement. With respect to the information to be provided by Subscriber pursuant to this Section 6(a), the Company shall request such information from Subscriber at least five (5) business days prior to the anticipated filing date of the Registration Statement and the Subscriber shall provide such requested information to the Company at least two (2) business days prior to the anticipated filing date of the Registration Statement with the SEC. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this Section 6.

(b) In the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration. Except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company shall (at its own expense) use commercially reasonable efforts to cause such Registration Statement, or another shelf registration statement that includes the Acquired Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i) the third anniversary of the Closing, (ii) the date on which Subscriber ceases to hold any Acquired Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which Subscriber is able to sell all of its Acquired Shares

12

issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 within 90 days without the public information, volume or manner of sale limitations of such rule and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The period of time during which the Company is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period”. Subscriber agrees to disclose its ownership to the Company upon reasonable request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. The Company may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form F-3 at such time after the Company becomes eligible to use such Form F-3. During the Registration Period, the Company shall, at its expense:

(i) advise Subscriber as promptly as practicable and in any case within three (3) business days:

(1) when a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective;

(2) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(3) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Acquired Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(4) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires making changes in any Registration Statement or prospectus included therein so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading;

provided that, notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising Subscriber of such events described in clauses (1) through (4) above, provide Subscriber with any material, nonpublic information regarding the Company other than to the extent that providing notice to Subscriber of the occurrence of such events may constitute material, nonpublic information regarding the Company;

(ii) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(iii) upon the occurrence of any event contemplated above, except for such times the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to, as soon as reasonably practicable, prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(iv) use its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any, on which the Common Shares issued by the Company have been listed;

(v) use its commercially reasonable efforts (1) to take all other steps necessary to effect the registration of the Acquired Shares contemplated hereby and (2) with a view to making available to Subscriber the benefits of Rule 144 or any similar rule or regulation of the SEC that may permit Subscriber to sell the Acquired Shares to the public without registration, for so long as the Subscriber holds the Acquired Shares, to (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file all reports and other materials required to be filed by the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions

13

of Rule 144, and (C) furnish to Subscriber, promptly upon request, (I) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act and (II) such other information as may reasonably be requested to enable Subscriber to sell the Subscribed Shares under Rule 144 without registration; and

(vi) otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Subscriber, consistent with the terms of this Subscription Agreement, in connection with the registration of the Acquired Shares.

(c) Notwithstanding anything to the contrary in this Subscription Agreement, Subscriber acknowledges and agrees that (i) the Company may suspend the use of any such Registration Statement if it determines that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current or annual report under the Exchange Act; and (ii) the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require any Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, (A) if any information (e.g., compensation data) is not readily available and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, (B) at any time the Company is required to file a post-effective amendment to the Registration Statement and the SEC has not declared such amendment effective or (C) if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”) provided, that (I) the Company shall not so delay filing or so suspend the use of the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than one hundred-twenty (120) total calendar days, in each case during any three hundred sixty (360)-day period, (II) in case of clause (i) above, the Company shall have a bona fide business purpose for not making such information public and (III) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares under the Registration Statement (which, for the avoidance of doubt, shall not include sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

14

(d) Subscriber may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Subscriber not receive notices from the Company otherwise required by this Section 6; provided, however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Company in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 6(d)) and the related suspension period remains in effect, the Company will so notify Subscriber, within two (2) business day of Subscriber’s notification to the Company, by delivering to Subscriber a copy of such previous notice of such Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability, and Subscriber shall comply with any restrictions on using such Registration Statement during such Suspension Event.

(e) The Company shall, notwithstanding the termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber (to the extent a seller under the Registration Statement), its directors, officers, partners, managers, members, investment advisers, and each person, if any, who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all out-of-pocket losses, claims, damages, liabilities, costs (including reasonable and documented external attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder in connection with any sale pursuant to the Registration Statement; provided, however, that the indemnification contained in this Section 6(e) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished by Subscriber expressly for use in the Registration Statement, (B) in connection with any failure of such person, to the extent required, to deliver or cause to be delivered a prospectus made available by the Company in a timely manner or (C) in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 6(c) hereof; provided, further, however, that a Subscriber that delivers an Opt-Out Notice will not be indemnified under this Section 6(e), unless such Subscriber notifies the Company of an intended use of the Registration Statement under Section 6(d).

(f) Subscriber shall, severally and not jointly with any Other Subscriber, indemnify and hold harmless the Company, its directors, officers, agents and employees, and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Subscriber furnished in writing to the Company by Subscriber expressly for use therein. In

15

no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Acquired Shares giving rise to such indemnification obligation.

(g) Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (B) unless in the reasonable judgment of legal counsel to such indemnified party a conflict of interest exists between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (which consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnification provided for under this Section 6 shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities.

(h) If the indemnification provided under this Section 6 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability of the Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of Acquired Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth in Section 6 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 6(h) from any person or entity who was not guilty of such fraudulent misrepresentation.

(i) For purposes of this Section 6, (i) “Subscriber” shall include any person to whom the rights under this Section 6 shall have been duly assigned and (ii) “Acquired Shares” shall mean, as of any date of determination, the Acquired Shares purchased by the Subscriber pursuant to this Subscription Agreement and any other equity security issued or issuable with respect to the Acquired Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event.

(j) The Company shall use commercially reasonable efforts, if requested by Subscriber to, within five (5) business days of such request, (i) cause the removal of restrictive legends from any Acquired Shares being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of such Acquired Shares and (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the removal

16

of such restrictive legends, in each case, upon the receipt of customary representations and other documentation from the Subscriber that is necessary to establish that restrictive legends are no longer required as reasonably requested by the Company, its counsel or the transfer agent. The Company shall be responsible for the fees of its transfer agent, its legal counsel and all DTC fees associated with such legend removal.

7. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with the terms therein, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) April 18, 2022 if the Closing has not occurred by such date, other than as a result of a breach of Subscriber’s obligations hereunder, or (d) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are (i) not satisfied or waived prior to the Closing or (ii) not capable of being satisfied on the Closing and, in each case of (i) and (ii), as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing (the termination events described in clauses (a) – (d) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company shall notify Subscriber in writing of the termination of the Business Combination Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) business day) following the Termination Event be returned to Subscriber by wire transfer of immediately available funds to the account specified by Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off.

8. Trust Account Waiver. Subscriber acknowledges that IIAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in IIAC’s prospectus relating to its initial public offering dated November 18, 2020 (the “Prospectus”), available at www.sec.gov, substantially all of IIAC’s assets consist of the cash proceeds of IIAC’s initial public offering and a private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of IIAC, its public shareholders and the underwriters of IIAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to IIAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of IIAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives, hereby irrevocable waives any and all right, title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 8 shall (x) serve to limit or prohibit the Subscriber’s right to pursue a claim against IIAC for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that the Subscriber may have in the future against IIAC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or (z) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of IIAC acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

9. Miscellaneous.

(a) Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Acquired Shares hereunder, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that (i) this Subscription Agreement and any of Subscriber’s rights and

17

obligations hereunder may be assigned to any fund or account managed by the same investment manager as Subscriber or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager without the prior consent of the Company and IIAC and (ii) Subscriber’s rights under Section 6 may be assigned to an assignee or transferee of the Acquired Shares; provided further that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no assignment pursuant to clause (i) of this Section 9 shall relieve Subscriber of its obligations hereunder unless otherwise agreed to in writing by the Company and IIAC.

(b) Subscriber acknowledges that the Company, IIAC, the Placement Agents (solely with respect to and as express third-party beneficiaries of, with a right to enforce as to themselves, Section 3, Section 4, Section 5, Section 9 and Section 10) and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement, including Schedule A hereto. Prior to the Closing, Subscriber agrees to promptly notify the Company, IIAC and the Placement Agents in writing (including, for the avoidance of doubt, by email) if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber as set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case Subscriber shall notify the Company, IIAC and the Placement Agents if they are no longer accurate in any respect). Subscriber acknowledges and agrees that each purchase by Subscriber of Acquired Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase.

(c) The Subscriber, the Company, IIAC and the Placement Agents (each as a third-party beneficiary with a right of enforcement) are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof if legally compelled in connection with any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 9(c) shall not give the Company or the Placement Agents any rights other than those expressly set forth in this Section 9(c) and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and warranties of IIAC set forth in this Subscription Agreement. If either IIAC, the Company or Subscriber is so compelled, then unless prohibited by law, rule, or regulation, the producing party shall provide the other with prior written notice (including by email) of such production and disclosure and shall reasonably consult with the Subscriber regarding the production and disclosure.

(d) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing until the expiration of any statute of limitations under applicable law.

(e) The Company and IIAC may request from Subscriber such additional information as the Company and IIAC may reasonably deem necessary to register the resale of the Acquired Shares and evaluate the eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the Company and IIAC agree to keep any such information provided by Subscriber confidential except (i) as necessary to include in any registration statement the Company is required to file hereunder, (ii) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (iii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which the Company’s securities are listed for trading, in which case the Company or IIAC, as applicable, shall provide Subscriber with prior written notice of such disclosure permitted under this Section 9(e). Subscriber acknowledges and agrees that if it does not provide the Company with such requested information, the Company may not be able to register Subscriber’s Acquired Shares for resale pursuant to Section 6 hereof. Subscriber acknowledges that the Company and IIAC may file a form of this Subscription Agreement with the SEC as an exhibit to a periodic report or a registration statement of the Company or IIAC.

(f) This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 7 above) except by an instrument in writing, signed by each of the parties hereto. No failure or

18

delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties and third-party beneficiaries hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

(g) This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

(h) Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(j) This Subscription Agreement may be executed and delivered in one (1) or more counterparts (including by electronic means, such as facsimile, in .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(k) Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(l) At any time, the Company or IIAC may (a) extend the time for the performance of any obligation or other act of Subscriber, (b) waive any inaccuracy in the representations and warranties of Subscriber contained herein or in any document delivered by Subscriber pursuant hereto and (c) waive compliance with any agreement of Subscriber or any condition to its own obligations contained herein. At any time, Subscriber may (a) extend the time for the performance of any obligation or other act of the Company or IIAC, (b) waive any inaccuracy in the representations and warranties of the Company or IIAC contained herein or in any document delivered by the Company or IIAC pursuant hereto and (c) waive compliance with any agreement of the Company or IIAC or any condition to its own obligations contained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

(m) Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) three (3) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to Subscriber, to such address or addresses set forth on the signature page hereto;

(ii) if to IIAC, to:

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

Attn: Roberto Ardagna

Chief Executive Officer

Email: RArdagna@investindustrial.com

19

with a required copy to (which copy shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian O. Nagler

Wayne Williams

Email: cnagler@kirkland.com

wwilliams@kirkland.com

and

Kirkland & Ellis LLP

30 St Mary Axe

London EC3A 8AF

United Kingdom

Attention: Cedric Van den Borren

Email: cedric.vandenborren@kirkland.com

(iii) if to the Company, to

Ermenegildo Zegna Holditalia S.p.A

Via Roma 99/100

Valdilana (Biella)

Italy

Attn: Gianluca Ambrogio Tagliabue

Email: Gianluca.Tagliabue@zegna.com

with a required copy to (which copy shall not constitute notice):

Sullivan & Cromwell

125 Broad Street

New York, NY 10004

Attn: Scott D. Miller

Email: MILLERSC@sullcrom.com

(n) This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH

20

RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9(m) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(n).

10. Non-Reliance and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of the Company and IIAC expressly contained in this Subscription Agreement, in making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that none of (i) any Other Subscriber pursuant to any Other Subscription Agreement (including such Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing) or (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, shall have any liability to Subscriber, pursuant to, arising out of or relating to this Subscription Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Acquired Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, IIAC, the Placement Agents or any Non-Party Affiliate concerning the Company, IIAC, the Placement Agents, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company, IIAC, any Placement Agent or any of the Company’s, IIAC’s or any Placement Agent’s controlled affiliates or any family member of the foregoing.

11. No Hedging. The Subscriber agrees that, from the date of this Subscription Agreement until the Closing Date or the earlier termination of this Subscription Agreement, none of the Subscriber or any person or entity acting on behalf of the Subscriber or pursuant to any understanding with the Subscriber will engage in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument, including without limitation equity repurchase agreements and securities lending arrangements, however described or defined) designed or intended, or which could reasonably be

21

expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the Subscriber or any other person), in each case, solely to the extent it has the same economic effect as a “short sale” (as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act), of any economic consequences of ownership (excluding, for the avoidance of doubt, any consequences resulting solely from foreign exchange fluctuations), in whole or in part, directly or indirectly, physically or synthetically, of any Acquired Shares, any equity securities of IIAC or any instrument exchangeable for or convertible into any equity securities of the Company prior to the Closing, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of equity securities of the Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing; provided, however, that the provisions of this Section 11 shall not apply to long sales (including sales of securities held by the Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the date of this Subscription Agreement and securities purchased by the Subscriber in the open market after the date of this Subscription Agreement). Notwithstanding the foregoing, nothing in this Section 11 (i) shall prohibit any entities under common management with the Subscriber from entering into any of the transactions set forth in the first sentence of this Section 11 and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers or desks manage separate portions of such Subscriber’s assets, the restriction set forth in the first sentence of this Section 11 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares covered by this Subscription Agreement.

12. Disclosure. IIAC shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement (the “Disclosure Time”), issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Business Combination Agreement, the Transaction and any other material, nonpublic information that IIAC or the Company has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the reasonable knowledge of IIAC and the Company, Subscriber shall not be in possession of any material, nonpublic information received from IIAC or the Company, or any of their respective officers, directors, employees, agents, including, without limitation the Placement Agents. In addition, effective upon the earlier of the Disclosure Time and the filing or issuance of the Disclosure Document, each of IIAC and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any current agreement, whether written or oral, with IIAC or the Company, or any of their respective subsidiaries or any of their respective officers, directors, affiliates, employees or agents, including, without limitation, any Placement Agents, on the one hand, and the Subscriber or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. Each of IIAC and the Company understands and confirms that the Subscriber and its affiliates will rely on the foregoing representations in effecting transactions in securities of IIAC and the Company. Notwithstanding anything in this Subscription Agreement to the contrary, neither IIAC nor the Company shall publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers (i) in any press release marketing materials without the prior written consent of Subscriber or (ii) in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities, or (B) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which IIAC’s securities are listed for trading; provided, however, that in the case of clause (ii), the Company or IIAC, as applicable, shall provide the Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with the Subscriber regarding such disclosure.

13. Separate Obligations. For ease of administration, this single Subscription Agreement is being executed so as to enable each Subscriber identified on the signature page to enter into a Subscription Agreement, severally, but not jointly. The parties agree that each Subscription Agreement shall be treated as if it were a separate agreement with respect to each Subscriber listed on the signature page, as if each Subscriber entity had executed a separate Subscription Agreement naming only itself as Subscriber, and (ii) no Subscriber listed on the signature

22

page shall have any liability under the Subscription Agreement for the obligations of any other Subscriber so listed. For the avoidance of doubt, all obligations of the Subscriber hereunder are separate and several from the obligations of any Other Subscriber. The decision of the Subscriber to purchase the Acquired Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, financial condition or results of operations of the Company, IIAC, or any of their respective subsidiaries which may have been made or given by any Other Subscriber or by any agent or employee of any Other Subscriber, and neither the Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by the Subscriber or Other Subscribers pursuant hereto or thereto, shall be deemed to constitute the Subscriber and Other Subscriber as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and the Other Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. The Subscriber acknowledges that no Other Subscriber has acted as agent for the Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of the Subscriber in connection with monitoring its investment in the Acquired Shares or enforcing its rights under this Subscription Agreement. The Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.

23

IN WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Subscriber: By:                                                                           Name:                                                                      Title:	State/Country of Formation or Domicile:
Name in which Acquired Shares are to be registered (if different): Subscriber’s EIN:	Date:                     , 2021
Business Address-Street: City, State, Zip: Attn:                                                                      Telephone No.: Facsimile No.: Email: Number of Shares subscribed for: Purchase Price: $	Mailing Address-Street (if different): City, State, Zip: Attn:                                                                      Telephone No.: Facsimile No.: Price Per Share: $10.00

You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice.

Signature Page to

Subscription Agreement

IN WITNESS WHEREOF, each of the Company and IIAC has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

ERMENEGILDO ZEGNA HOLDITALIA S.p.A.

By:                                                                     

Name: Ermenegildo Zegna Di Monte Rubello

Title: Chief Executive Officer

Date: _____________________, 2021

INVESTINDUSTRIAL ACQUISITION CORP.

By:                                                                     

Name: Roberto Ardagna

Title: Chief Executive Officer

Date: _____________________, 2021

Signature Page to

Subscription Agreement

SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either Part A or Part B, and Part C below.

A. QUALIFIED INSTITUTIONAL BUYER STATUS

• (Please check the applicable subparagraphs):

☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).

** OR **

B. INSTITUTIONAL ACCREDITED INVESTOR STATUS

• (Please check the applicable subparagraphs):

1.    ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2.    ☐ We are not a natural person.

** AND **

C. AFFILIATE STATUS

(Please check the applicable box) SUBSCRIBER:

☐ is:

☐ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

Rule 501(a), under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

☐ Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

☐ Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

☐ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status, such as a General Securities Representative license (Series 7), a Private Securities Offerings Representative license (Series 82) and an Investment Adviser Representative license (Series 65);

☐ Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or

☐ Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.

This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

EX-10.3

Exhibit 10.3

SUBSCRIPTION AGREEMENT

Ermenegildo Zegna Holditalia S.p.A.

Via Roma 99/100

Valdilana (Biella)

Italy

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Company”) and the undersigned (“Subscriber”).

WHEREAS, concurrently with the execution and delivery of this Subscription Agreement, IIAC and the Company have entered into a Business Combination Agreement (as the same may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, IIAC and EZ Cayman, a Cayman Islands exempted company (“Company Merger Sub”), pursuant to which, among other things, Company Merger Sub will merge with and into IIAC, with IIAC as the surviving company in the merger and, after giving effect to such merger, IIAC will become a subsidiary of the Company, on the terms and subject to the conditions therein (such transaction and the other transactions consummated pursuant to the Business Combination Agreement, the “Transaction”);

WHEREAS, in connection with the Transaction, on the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber desires to subscribe for and purchase from the Company, simultaneous with the closing of the Transaction, the number of ordinary shares of the Company (the “Common Shares”) set forth on the signature page hereto (such Common Shares, the “Acquired Shares”) for a purchase price of $10.00 per share (the “Share Purchase Price”), or the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Company desires to issue and sell the Acquired Shares to Subscriber in a private placement in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company at or prior to the Closing Date (as defined herein);

WHEREAS, concurrently with the execution and delivery of this Subscription Agreement, Subscriber will enter into an undertaking, substantially in the form attached as Exhibit A hereto (the “Lock-Up Undertaking”), pursuant to which, among other things, Subscriber will agree not to effect any transfer, sale or other distribution of the Acquired Shares issued pursuant to this Subscription Agreement or any economic entitlement therein held by him or her during the lock-up period described therein, subject to certain exceptions described therein;

WHEREAS, in connection with the Transaction, certain other “accredited investors” (as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and collectively, such “accredited investors”, the “Other Subscribers” and together with the Subscriber, the “Subscribers”) that may include institutional investors, post-Closing directors of the Company, existing directors of Thom Browne, Inc. and/or their respective affiliates, have entered into subscription agreements with the Company substantially similar to this Subscription Agreement, pursuant to which such Other Subscribers have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to such Other Subscribers, on the Closing Date, Common Shares at the Share Purchase Price (the “Other Subscription Agreements”); and

-1-

WHEREAS, the Subscribers have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to such Subscribers, on the Closing Date, an aggregate amount of up to 25,000,000 Common Shares at the Share Purchase Price.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Subscription. The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Common Shares as is set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Subscriber understands and agrees that the Company reserves the right to accept or reject the Subscriber’s subscription for the Common Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person on behalf of the Company; the Company may do so in counterpart form. Notwithstanding the foregoing or anything to the contrary in Section 7 below, in the event that (i) the Company does not accept the subscription or (ii) the Closing Date shall not have occurred by April 18, 2022, this Subscription Agreement shall be void and of no further effect and any monies paid by the Subscriber to the Company in connection herewith shall immediately be returned to the Subscriber. The Subscriber understands that the subscribed Common Shares that will be issued pursuant to this Subscription Agreement will be ordinary shares of the Company, which will be converted to a Dutch public limited liability company (naamloze vennootschap) at or prior to Closing (as defined below).

2. Closing.

(a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Not less than five (5) business days prior to the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”), the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an escrow account established by the Company to the purpose of collecting funds in advance of the Closing.

(b) At least three (3) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price for the Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Company against delivery to Subscriber of the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Lock-Up Undertaking), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within ten (10) business days following the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than one (1) business days thereafter) after such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business days thereafter) return such funds to Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

(c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on the Closing Date the Purchase Price for the Acquired

-2-

Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Lock-Up Undertaking), in the name of Subscriber (or his or her nominee in accordance with his or her delivery instructions) or to a custodian designated by Subscriber, as applicable. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

(d) The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions:

(i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing.

(e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by him or her at or prior to the Closing Date shall have been performed in all material respects.

(f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date and (ii) all obligations, covenants and agreements of the Company required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects.

-3-

3. Company Representations and Warranties. The Company represents and warrants to the Subscriber that:

(a) The Company has been duly incorporated and is validly existing as a corporation under the laws of Italy (and will be converted to a Dutch public limited liability company (naamloze vennootschap) prior to Closing), in good standing under its jurisdiction of incorporation (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

(b) As of the Closing Date, the Acquired Shares will be duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares in accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any statutory or contractual preemptive or similar rights.

(c) This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding agreement of Subscriber, this Subscription Agreement is enforceable against the Company in accordance with its respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(d) The issuance and sale of the Acquired Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole (a “Company Material Adverse Effect”) or materially affect the validity of the Acquired Shares or the legal authority of the Company to timely comply in all material respects with the terms of this Subscription Agreement; (ii) result in a violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Company to comply in all material respects with this Subscription Agreement.

(e) The Company is not in default or violation of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Acquired Shares by the Company to Subscriber hereunder. The Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

-4-

(g) As of the date hereof, the authorized share capital of the Company consists of a 4,300,000 number of Common Shares, of which 4,049,449 are issued and outstanding.

4. IIAC Representations and Warranties. IIAC represents and warrants to the Subscriber that:

(a) IIAC has been duly incorporated and is validly existing as an exempted company under the laws of the Cayman Islands, in good standing under the laws of the Cayman Islands (to the extent such concept exists in such jurisdiction), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

(b) This Subscription Agreement has been duly authorized, executed and delivered by IIAC and is enforceable against IIAC in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(c) As of the date hereof, the authorized capital stock of IIAC consists of (i) 500,000,000 of IIAC’s Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), (ii) 50,000,000 of IIAC’s Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), and (iii) 5,000,000 of IIAC’s preference shares, par value $0.0001 per share (the “Preference Shares”). As of the date hereof: (i) 40,250,000 Class A Shares are issued and outstanding, (ii) 10,062,500 Class B Shares are issued and outstanding, (iii) no Preference Shares are issued and outstanding, and (iv) 20,116,667 warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per share, are issued and outstanding. As of the date hereof and as of the Closing, IIAC had and will have no outstanding long-term indebtedness (other than deferred underwriting fees and expenses deferred from its initial public offering).

(d) A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document filed by IIAC on or prior to the Closing Date (the “IIAC SEC Documents”) is available to Subscriber (including via the SEC’s EDGAR system). As of their respective filing dates, to the best of IIAC’s knowledge, all IIAC SEC Documents complied in all material respects with the requirements of the Exchange Act applicable to the IIAC SEC Documents and the rules and regulations of the SEC promulgated thereunder applicable to the IIAC SEC Documents. None of the IIAC SEC Documents filed under the Exchange Act (except to the extent that information contained in any IIAC SEC Document has been superseded by a later timely filed IIAC SEC Document) contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no material outstanding or unresolved comments in comment letters from the staff of the SEC with respect to any of the IIAC SEC Documents. For the avoidance of doubt, any restatement of the financial statements of IIAC and any amendments to previously filed IIAC SEC Documents or delays in filing IIAC SEC Documents, in connection with any guidance from the SEC following the date of this Agreement, shall not be deemed to constitute a breach of this Section 4(d). Additionally, for avoidance of doubt, any amendment or modification of any IIAC SEC Document (or any agreement filed as an exhibit to any IIAC SEC Document) from its initial filing date in a subsequent filing shall not be deemed to constitute a breach of this Section 4(d).

5. Subscriber Representations and Warranties. Subscriber represents and warrants to the Company and IIAC that:

(a) Subscriber has full power, right and legal capacity to execute and deliver this Subscription Agreement and the Lock-Up Undertaking and to perform his or her obligations hereunder and thereunder.

(b) This Subscription Agreement and the Lock-Up Undertaking have been duly authorized, executed and delivered by Subscriber. This Subscription Agreement and the Lock-Up Undertaking are enforceable against

-5-

Subscriber in accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(c) Subscriber (i) is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only for his or her own account and not for the account of others, and (iii) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber has completed Schedule A following the signature page hereto and the information contained therein is accurate and complete.

(d) Subscriber acknowledges and agrees that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. The Subscriber acknowledges and agrees that the Acquired Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (ii) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Acquired Shares shall contain a restrictive legend to such effect. Subscriber acknowledges and agrees that the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Acquired Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year from the Closing Date. Subscriber acknowledges and agrees that he or she has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Acquired Shares.

(e) Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Company. Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by or on behalf of the Company, IIAC or any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement.

(f) In making his or her decision to subscribe for and purchase the Acquired Shares, Subscriber represents that he or she has relied solely upon his or her own independent analysis and investigation. Without limiting the generality of the foregoing, Subscriber has not relied on any statements, representations, warranty or other information provided by IIAC, or Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities PLC and/or UBS Securities LLC (collectively, the “Placement Agents”) or any of their affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning the Company or the Acquired Shares or the offer and sale of the Acquired Shares. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Acquired Shares, including with respect to the Company and the Transaction. Without limiting the generality of the foregoing, Subscriber acknowledges that he or she has reviewed IIAC’s filings with the SEC. Subscriber acknowledges and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares, including but not limited to access to marketing materials and a virtual data room containing information about the Company and its financial

-6-

condition, results of operations, business, properties, management and prospects sufficient, in the Subscriber’s judgment, to enable the Subscriber to evaluate his or her investment. Subscriber acknowledges that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. Subscriber further acknowledges that he or she has reviewed all disclosure documents provided to such Subscriber in the offering of the Acquired Shares and no statement or printed material which is contrary to such disclosure documents has been made or given to the Subscriber by or on behalf of the Company or IIAC.

(g) Subscriber became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Company, IIAC or a representative of the Company or IIAC, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Company. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber, by any other means and none of the Company, the Placement Agents, IIAC nor any of their respective representatives or any person acting on behalf of any of them acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges that the Company represents and warrants that the Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(h) Subscriber acknowledges that he or she is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares, including but not limited to those set forth in the Company’s and IIAC’s filings with the SEC. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber has made his or her own assessment and has satisfied himself or herself concerning relevant tax and other economic considerations relative to his or her purchase of the Acquired Shares. Subscriber will not look to the Placement Agents or any of their affiliates or representatives for all or part of any such loss or losses Subscriber may suffer and is able to sustain a complete loss on his or her investment in the Acquired Shares.

(i) Subscriber acknowledges and agrees that neither the Placement Agents nor any affiliate or representative of the Placement Agents has provided Subscriber with any information or advice with respect to the Acquired Shares nor is such information or advice necessary or desired. Subscriber acknowledges that the Placement Agents and their affiliates and representatives (i) have not made any representation as to the Company or the quality of the Acquired Shares, (ii) may have acquired non-public information with respect to the Company which Subscriber agrees need not be provided to it, (iii) have made no independent investigation with respect to the Company or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Company, (iv) have not acted as Subscriber’s financial advisor or fiduciary in connection with the issue and purchase of the Acquired Shares and (v) have not prepared a disclosure or offering document in connection with the offer and sale of the Acquired Shares. Subscriber further acknowledges that the Placement Agents may have existing or future business relationships with IIAC and the Company, including, but not limited to, acting as financial advisors for the Transaction.

(j) Alone, or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total loss exists.

-7-

(k) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the fairness of an investment in the Acquired Shares.

(l) Subscriber is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”), (ii) acting on behalf of, a person, that is named on an OFAC List, (iii) located, resident or born in, or a citizen, national, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, or (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 (each, a “Prohibited Investor”). Subscriber also represents that, to the extent required, he or she maintains procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs. Subscriber further represents and warrants that, to the extent required, he or she maintains procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.

(m) Subscriber has and, when required to deliver payment to the Company pursuant to Section 2 above, will have sufficient funds to pay the Purchase Price and consummate the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement.

(n) Subscriber understands that Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC will receive deferred underwriting commissions as disclosed in IIAC’s prospectus, dated November 18, 2020, upon consummation of the Transaction.

(o) As of the date hereof, Subscriber does not have, and during the thirty (30) day period immediately prior to the date hereof Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Company.

(p) Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

6. Registration Rights.

(a) In the event that the Acquired Shares are not registered in connection with the consummation of the Transaction, the Company agrees that, as soon as practicable (but in any case no later than forty-five (45) calendar days after the consummation of the Transaction) (the “Filing Deadline”), it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Acquired Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days after the filing thereof if the SEC notifies the Company that it will “review” the Registration Statement) and (ii) ten (10) business days after the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”).

(b) The Company agrees to cause such Registration Statement, or another shelf registration statement that includes the Acquired Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i) the third anniversary of the Closing, (ii) the date on which Subscriber ceases to hold any Acquired Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which Subscriber is able to sell all of his or her Acquired Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 within 90 days without the public information, volume or manner of sale

-8-

limitations of such rule (such date, the “End Date”). Prior to the End Date, the Company will use commercially reasonable efforts to qualify the Acquired Shares for listing on the applicable stock exchange. Subscriber agrees to disclose his or her ownership to the Company upon request to assist it in making the determination with respect to Rule 144 described in clause (iii) above. The Company may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form F-3 at such time after the Company becomes eligible to use such Form F-3.

(c) Notwithstanding anything to the contrary in this Subscription Agreement, Subscriber acknowledges and agrees that (i) the Company may suspend the use of any such Registration Statement if it determines that in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current or annual report under the Exchange Act; and (ii) the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require any Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, (A) if any information (e.g., compensation data) is not readily available and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, (B) at any time the Company is required to file a post-effective amendment to the Registration Statement and the SEC has not declared such amendment effective or (C) if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”) provided, that (I) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-twenty (120) calendar days in any three hundred sixty (360)-day period, (II) in case of clause (i) above, the Company shall have a bona fide business purpose for not making such information public and (III) the Company shall use commercially reasonable efforts to make such Registration Statement available for the sale by Subscriber of such securities as soon as practicable thereafter.

(d) The Company’s obligations to include the Acquired Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of such Acquired Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by the Company to effect the registration of such Acquired Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations.

7. Termination. This Subscription Agreement and the Lock-Up Undertaking shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder and thereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with the terms therein, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement and the Lock-Up Undertaking, (c) April 18, 2022, if the Closing has not occurred by such date other than as a result of a breach of Subscriber’s obligations hereunder, or (d) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are (i) not satisfied or waived prior to the Closing or (ii) not capable of being satisfied on the Closing and, in each case of (i) and (ii), as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing (the termination events described in clauses (a) – (d) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination,

-9-

and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. The Company shall notify Subscriber in writing of the termination of the Business Combination Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement and the Lock-Up Undertaking shall be void and of no further effect and any monies paid by Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) business day) following the Termination Event be returned to Subscriber.

8. Trust Account Waiver. Subscriber acknowledges that IIAC is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further acknowledges that, as described in IIAC’s prospectus relating to its initial public offering dated November 18, 2020 (the “Prospectus”), available at www.sec.gov, substantially all of IIAC’s assets consist of the cash proceeds of IIAC’s initial public offering and a private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of IIAC, its public shareholders and the underwriters of IIAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to IIAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of IIAC entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of himself or herself and his or her representatives, hereby irrevocable waives any and all right, title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of IIAC acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of the Company.

9. Miscellaneous.

(a) Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Acquired Shares hereunder, if any) may be transferred or assigned without the prior written consent of each of the other parties hereto; provided that (i) this Subscription Agreement and any of Subscriber’s rights and obligations hereunder may be assigned to any fund or account managed by the same investment manager as Subscriber or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager without the prior consent of the Company and IIAC and (ii) Subscriber’s rights under Section 6 may be assigned to an assignee or transferee of the Acquired Shares; provided further that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided, that no assignment pursuant to clause (i) of this Section 9 shall relieve Subscriber of his or her obligations hereunder.

(b) Subscriber acknowledges that the Company, IIAC, the Placement Agents (with the Placement Agents separately as express third-party beneficiaries to this Subscription Agreement, with a right to enforce Section 3, Section 4, Section 5, Section 9, Section 10 and Section 12) and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement, including Schedule A hereto. Prior to the Closing, Subscriber agrees to promptly notify the Company, IIAC and the Placement Agents in writing (including, for the avoidance of doubt, by email) if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber as set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case Subscriber shall notify the Company, IIAC and the Placement Agents if they are no longer accurate in any respect). Subscriber acknowledges and agrees that each purchase by Subscriber of Acquired Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase.

-10-

(c) The Company, IIAC and the Placement Agents (each as a third-party beneficiary with a right of enforcement) are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 9(c) shall not give the Company or the Placement Agents any rights other than those expressly set forth herein and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and warranties of IIAC set forth in this Subscription Agreement.

(d) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing until the expiration of any statute of limitations under applicable law.

(e) The Company and IIAC may request from Subscriber such additional information as the Company and IIAC may reasonably deem necessary to register the resale of the Acquired Shares and evaluate the eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent readily available; provided, that the Company and IIAC agree to keep any such information provided by Subscriber confidential except (i) as necessary to include in any registration statement the Company is required to file hereunder, (ii) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities or (iii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of any national securities exchange on which the Company’s securities are listed for trading. Subscriber acknowledges and agrees that if he or she does not provide the Company with such requested information, the Company may not be able to register Subscriber’s Acquired Shares for resale pursuant to Section 6 hereof. Subscriber acknowledges that the Company and IIAC may file a copy of this Subscription Agreement and the Lock-Up Undertaking (or a form of this Subscription Agreement and the Lock-Up Undertaking) with the SEC as an exhibit to a periodic report or a registration statement of the Company or IIAC.

(f) This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 7 above) except by an instrument in writing, signed by each of the parties hereto, provided, however, that no modification or waiver by the Company or IIAC of the provisions of this Subscription Agreement shall be effective without the prior written consent of the Company and IIAC (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties and third-party beneficiaries hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

(g) This Subscription Agreement (including the schedule hereto) and the Lock-Up Undertaking constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

(h) Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

-11-

(j) This Subscription Agreement may be executed and delivered in one (1) or more counterparts (including by electronic means, such as facsimile, in .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(k) Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(l) At any time, the Company or IIAC may (a) extend the time for the performance of any obligation or other act of Subscriber, (b) waive any inaccuracy in the representations and warranties of Subscriber contained herein or in any document delivered by Subscriber pursuant hereto and (c) waive compliance with any agreement of Subscriber or any condition to its own obligations contained herein. At any time, Subscriber may (a) extend the time for the performance of any obligation or other act of the Company or IIAC, (b) waive any inaccuracy in the representations and warranties of the Company or IIAC contained herein or in any document delivered by the Company or IIAC pursuant hereto and (c) waive compliance with any agreement of the Company or IIAC or any condition to his or her own obligations contained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

(m) Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) three (3) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to Subscriber, to such address or addresses set forth on the signature page hereto;

(ii) if to IIAC, to:

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

Attn: Roberto Ardagna

Chief Executive Officer

Email: RArdagna@investindustrial.com

with a required copy to (which copy shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian O. Nagler

Wayne Williams

Email: cnagler@kirkland.com

wwilliams@kirkland.com

-12-

and

Kirkland & Ellis LLP

30 St Mary Axe

London EC3A 8AF

United Kingdom

Attention: Cedric Van den Borren

Email: cedric.vandenborren@kirkland.com

(iii) if to the Company, to

Ermenegildo Zegna Holditalia S.p.A

Via Roma 99/100

Valdilana (Biella)

Italy

Attn: Gianluca Ambrogio Tagliabue

Email: Gianluca.Tagliabue@zegna.com

with a required copy to (which copy shall not constitute notice):

Sullivan & Cromwell

125 Broad Street

New York, NY 10004

Attn: Scott D. Miller

Email: MILLERSC@sullcrom.com

(n) This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 9(m) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

-13-

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(n).

10. Non-Reliance and Exculpation. Subscriber acknowledges that he or she is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of the Company and IIAC expressly contained in Section 3 and Section 4, respectively of this Subscription Agreement, in making his or her investment or decision to invest in the Company. Subscriber acknowledges and agrees that none of (i) any Other Subscriber pursuant to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Acquired Shares (including such Other Subscriber’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing) or (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, shall have any liability to Subscriber, or to any Other Subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Acquired Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Acquired Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, IIAC, the Placement Agents or any Non-Party Affiliate concerning the Company, IIAC, the Placement Agents, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company, IIAC, any Placement Agent or any of the Company’s, IIAC’s or any Placement Agent’s controlled affiliates or any family member of the foregoing.

11. No Hedging. The Subscriber agrees that, from the date of this Subscription Agreement, none of the Subscriber or any person or entity acting on behalf of the Subscriber or pursuant to any understanding with the Subscriber will engage in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument, including without limitation equity repurchase agreements and securities lending arrangements, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the Subscriber or any other person) of any economic consequences of ownership (excluding, for the avoidance of doubt, any consequences resulting solely from foreign exchange fluctuations), in whole or in part, directly or indirectly, physically or synthetically, of any Acquired Shares, any securities of IIAC or any instrument exchangeable for or convertible into any securities of the Company prior to the Closing, whether any such

-14-

transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of securities of the Company, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing; provided, however, that the provisions of this Section 11 shall not apply to long sales (including sales of securities held by the Subscriber prior to the date of this Subscription Agreement and securities purchased by the Subscriber in the open market after the date of this Subscription Agreement) other than those effectuated through derivative transactions and similar instruments.

12. Disclosure. IIAC shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transaction and any other material, nonpublic information that IIAC has provided to Subscriber at any time prior to the filing of the Disclosure Document.

-15-

IN WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by his or her duly authorized representative as of the date set forth below.

Name of Subscriber:
Name in which Shares are to be registered (if different):	Date:                     , 2021
Address-Street: City, Postcode, Country: Attn:                                                           Telephone No.: Facsimile No.: Number of Shares subscribed for:	Price Per Share: $10.00
Aggregate Subscription Amount: $

You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice.

Signature Page to

Subscription Agreement

IN WITNESS WHEREOF, each of the Company and IIAC has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

ERMENEGILDO ZEGNA HOLDITALIA S.p.A.

By:
Name:	Ermenegildo Zegna Di Monte Rubello
Title:	Chief Executive Officer

Date:                     , 2021

INVESTINDUSTRIAL ACQUISITION CORP.

By:
Name:	Roberto Ardagna
Title:	Chief Executive Officer

Date:                     , 2021

Signature Page to

Subscription Agreement

SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in Part A and Part B below.

A. ACCREDITED INVESTOR STATUS

• (Please check the applicable subparagraphs):

1.    ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2.    ☐ We are not a natural person.

** AND **

B. AFFILIATE STATUS

(Please check the applicable box) SUBSCRIBER:

☐	is:
☐	is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

Rule 501(a), under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

☐ Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

☐ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status, such as a General Securities Representative license (Series 7), a Private Securities Offerings Representative license (Series 82) and an Investment Adviser Representative license (Series 65);

☐ Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or

☐ Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.

This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

EXHIBIT A

Ermenegildo Zegna Holditalia S.p.A.

Via Roma 99/100

Valdilana (Biella)

Italy

July 18, 2021

Re: Lock-up Undertaking

Ladies and Gentleman:

Reference is made to the Subscription Agreement (the “Subscription Agreement”), entered into on the date hereof, by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (“Company”) and the undersigned (“Subscriber”).

Capitalized terms used but not defined in this letter agreement (this “Lock-up Undertaking”) shall have the meanings ascribed to them in the Subscription Agreement.

Subscriber, having reviewed and in furtherance of the Subscription Agreement, agrees to make certain commitments vis-à-vis the Company in the context of the proposed Transaction. These commitments are set out in this Lock-up Undertaking.

Section 1.1 General Restrictions on Transfer.

1.1.1 Except as permitted by Section 1.2, for a period of 12 months from the Closing (the “Lock-up Period”), Subscriber shall not transfer, sell or otherwise dispose of any Acquired Shares beneficially owned or owned of record by Subscriber or any economic entitlement therein.

1.1.2 Following the expiration of the Lock-up Period, the Acquired Shares beneficially owned or owned of record by Subscriber may be sold without restrictions under this Lock-up Undertaking.

Section 1.2 Permitted Transfers.

1.2.1 Transfers for Estate Planning. Notwithstanding Section 1.1, so long as the applicable transferee executes a counterpart signature page to this Lock-up Undertaking agreeing to be bound by the terms of this Lock-up Undertaking applicable to Subscriber, the Subscriber shall be permitted to make the following transfers:

a. any transfer of Acquired Shares by such Subscriber to (i) such individual’s spouse and descendants (whether natural or adopted), parents and such parent’s descendants (whether natural or adopted) (collectively, “relatives”), (ii) such individual’s executor or personal representative, (iii) any trust, the trustee of which is such individual or such individual’s executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual’s relatives or (iv) an endowed trust or other charitable foundation, but only if such individual or such individual’s executor or personal representative maintains control over all voting and disposition decisions ((i), (ii), (iii) and (iv), collectively, “Family Group”), without consideration (it being understood that any such transfer shall be conditioned on the delivery to the Company of an undertaking by such transferee to transfer such Acquired Shares to the transferor if such transferee ceases to be a member of the transferor’s Family Group); provided, that no further transfer by such member of such Subscriber’s Family Group may occur without compliance with the provisions of this Lock-up Undertaking or to a charitable organization; and

A-1

b. upon the death of Subscriber, any distribution of Acquired Shares owned by such Subscriber by the will or other instrument taking effect at death of such Subscriber or by applicable laws of descent and distribution to such Subscriber’s estate, executors, administrators and personal representatives, and then to such Subscriber’s heirs, legatees or distributees; provided, that a transfer by such transferor pursuant to this Section 1.2.1.0 shall only be permitted if a transfer to such transferee would have been permitted if the original Subscriber had been the transferor.

1.2.2 Transfers to Affiliates. Notwithstanding Section 1.1, Subscriber shall be permitted to transfer from time to time any or all of the Acquired Shares owned by Subscriber to any of its wholly-owned entities.

1.2.3 Prior Notice. At least three (3) business days of prior notice shall be given during the Lock-up Period to the Company by the transferor of any transfer of any Acquired Shares permitted by this Section 1.2. Prior to consummation of any such transfer during the Lock-up Period, or prior to any transfer pursuant to which rights and obligations of the transferor under this Lock-up Undertaking are assigned in accordance with the terms of this Lock-up Undertaking, the transferring Subscriber shall cause the transferee to execute and deliver to the Company a joinder agreement (in form and substance of Annex A attached hereto) and agree to be bound by the terms and conditions of this Lock-up Undertaking. Upon any transfer by Subscriber of any of its Acquired Shares, in accordance with the terms of this Lock-up Undertaking and which is made in conjunction with the assignment of Subscriber’s rights and obligations hereunder, the transferee thereof shall be substituted for, and shall assume all the rights and obligations (as a Subscriber) under this Lock-up Undertaking, of the transferor thereof.

1.2.4 Compliance with Laws. Notwithstanding any other provision of this Lock-up Undertaking, Subscriber agrees that it will not, directly or indirectly, transfer any of its Acquired Shares except as permitted under the Securities Act and other applicable federal or state securities laws.

1.2.5 Null and Void. Any attempt to Transfer any Acquired Shares that is not in compliance with this Lock-up Undertaking shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted transfer and the purported transferee in any such purported transfer shall not be treated as the owner of such Acquired Shares for any purposes of this Lock-up Undertaking.

Section 1.3 Miscellaneous. Sections 9(f), 9(g), 9(h), 9(i), 9(m) and 9(n) of the Subscription agreement shall apply, mutatis mutandis, to this Lock-up Undertaking.

[Signature page follows]

A-2

Sincerely,

[SUBSCRIBER]

[Signature Page to Lock-Up Undertaking]

ANNEX A

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the and Lock-up Undertaking dated as of  July 18, 2021 (as the same may be amended from time to time, the “Lock-up Undertaking”) among the Company, IIAC and Subscriber (as defined therein).

Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Lock-Up Undertaking.

The Joining Party hereby acknowledges and agrees that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party under the Lock-Up Undertaking as of the date hereof and shall have all of the rights and obligations of the Subscriber from whom it has acquired the Acquired Shares (to the extent permitted by the Lock-up Undertaking) as if it had executed the Lock-Up Undertaking. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Lock-up Undertaking.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

[JOINING PARTY]

By:

Name:

Title:

EX-10.4

Exhibit 10.4

SPONSOR LETTER AGREEMENT

This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 18, 2021, is made by and among Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Sponsor”), the other holders of IIAC Class B Shares set forth on Schedule I hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Shareholders”), Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), and Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (together with its successors, including from and after the Conversion (as such term is defined in the Business Combination Agreement), the “Company”). The Sponsor, the Other Class B Holders, IIAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, IIAC, the Company and EZ Cayman, a Cayman Islands exempted company (“Merger Sub”), entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”); and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination Agreement by the parties thereto, pursuant to which, among other things, (a) the Shareholders agree that they will vote in favor of approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and (b) the Shareholders agree to waive any adjustment to the conversion ratio set forth in the Governing Documents of IIAC, including under Article 17.3 of the Amended and Restated Articles of Association of IIAC, or any other anti-dilution or similar protection with respect to all of the IIAC Class B Shares related to the Transactions.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1.    Agreement to Vote.

(a)    Each Shareholder (in his, her or its capacity as a shareholder of IIAC and on behalf of himself, herself and itself and not the other Shareholders) hereby irrevocably agrees, at any meeting of the shareholders of IIAC duly called and convened in accordance with the Governing Documents of IIAC, whether or not adjourned and however called, including at the IIAC Shareholders Meeting or otherwise, and in any action by written consent of the shareholders of IIAC, (i) to vote, or cause to be voted, or execute and return, or cause to be executed and returned, an action by written consent with respect to, as applicable, all of such Shareholder’s IIAC Class B Shares and IIAC Class A Shares (if any) held of record or beneficially by such Shareholder as of the date of this Agreement, or to which such Shareholder acquires record or beneficial ownership after the date hereof (including by Transfer (as defined below), purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities) and prior to the Closing (collectively and together with any securities convertible into or exercisable or exchangeable for such shares (to the extent so converted), the “Subject IIAC Equity Securities”) in favor of each of the Transaction Proposals, in each case, to the extent Subject IIAC Equity Securities are entitled to vote thereon or consent thereto and (ii) when such meeting is held, appear at such meeting or otherwise cause the Subject IIAC Equity Securities to be counted as present thereat for the purpose of establishing a quorum, and (iii) to vote, or cause to be voted against, against or withhold written consent, or cause written consent to be withheld, with respect to, as applicable, (A) any proposal providing for an IIAC Acquisition Proposal or the adoption of an agreement to enter into an IIAC Acquisition Proposal and (B) any action, transaction or agreement that would, or would reasonably be expected to (x) result in a breach of any representation or warranty or covenant of IIAC under the Business Combination Agreement or such Shareholder under this Agreement (or any other Ancillary Document) or any of the conditions to the consummation of the Transactions not being fulfilled in accordance with the Business Combination Agreement, this Agreement and the other Ancillary Documents,

(y) prevent, delay or impair consummation of the Transactions, or (z) facilitate any proposal relating to an IIAC Acquisition Proposal or any agreement to enter into an IIAC Acquisition Proposal. Any vote required to be cast pursuant to this Section 1(a) shall be cast in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote.

(b)    Subject to the last sentence of this Section 1(b), and solely in the event of a failure by a Shareholder to act in accordance with such Shareholder’s obligations as to voting all of its Subject IIAC Equity Securities pursuant to Section 1(a) prior to the termination of this provision pursuant to Section 7, each Shareholder hereby irrevocably appoints the chief executive officer of the Company or any other officer of the Company designated by the Company as each Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of each Shareholder, (i) to attend on behalf of each Shareholder any meeting of the IIAC Shareholders with respect to the matters described in Section 1(a), (ii) to include the Subject IIAC Equity Securities in any computation for purposes of establishing a quorum at any such meeting of the holders of IIAC Shares and (iii) to vote (or cause to be voted), or deliver a written consent (or withhold consent) with respect to, as applicable, the IIAC Equity Securities on the matters specified in, and in accordance and consistent with Section 1(a) in connection with any meeting of the holders of IIAC Shares or any action by written consent by the holders of IIAC Shares, in each case, in the event that any Shareholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate on the date of a termination of this Agreement pursuant to Section 7.

(c)    The proxy granted by the Shareholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for the Company entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Shareholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Shareholder and shall revoke any and all prior proxies granted by the Shareholder with respect to the Subject IIAC Equity Securities. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters described in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject IIAC Equity Securities and a vote or consent by the Shareholder of the Subject IIAC Equity Securities (or any other Person with the power to vote or provide consent with respect to the Subject IIAC Equity Securities) with respect to the matters described in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any matter except for those matters described in Section 1(a).

2.    Waiver of Anti-dilution Protection. Each Shareholder hereby irrevocably (a) waives, subject to, and conditioned upon, the occurrence of the Closing (for himself, herself or itself and for his, her or its, successors, heirs and assigns), and (b) agrees not to assert or perfect, any rights to adjustment or other anti-dilution protections with respect to the rate that the IIAC Class B Shares held by him, her or it convert into IIAC Class A Shares, including those set out in Article 17.3 of the Amended and Restated Articles of Association of IIAC, in connection with the Transactions or otherwise. IIAC hereby acknowledges and agrees to such waiver. Each Shareholder hereby acknowledges and agrees that following the Merger and the Contribution as provided in Section 2.1(a) and Section 2.1(c) of the Business Combination Agreement, each IIAC Class B Share shall remain outstanding as one Company Ordinary Share of the Company (“IIAC Common Stock”) and thereafter, no provision of the IIAC Governing Documents, including Article 17.3 of the Amended and Restated Articles of Association of IIAC, will be of any force or effect with respect to the shares of IIAC Common Stock.

3.    Transfer of Shares.

(a)    Except as expressly contemplated by the Business Combination Agreement or with the prior written consent of the Company, each Shareholder hereby agrees that he, she or it shall not (i) Transfer any of his, her or its Subject IIAC Equity Securities (or any right, title or interest therein) or any rights to acquire any

2

securities or equity interests of IIAC, (ii) enter into any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Shareholder to Transfer his, her or its Subject IIAC Equity Securities, (iii) deposit any Subject IIAC Equity Securities or any rights to acquire any securities or equity interests of IIAC into a voting trust or enter into a voting agreement or other arrangement with respect to the Subject IIAC Equity Securities or any rights to acquire any securities or equity interests of IIAC or grant or purport to grant any proxy or power of attorney with respect thereto, (iv) otherwise grant, permit or suffer the creation of a Lien on any Subject IIAC Equity Securities (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (iv) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer or enter into a commitment, agreement, understanding or similar arrangement to take any of the foregoing actions set forth in clauses (i), (ii), (iii) or (iv); provided, however, that the foregoing shall not apply to any Transfer (1) to IIAC’s officers or directors, any members or partners of the Sponsor, any Affiliates of the Sponsor, or any employees of such Affiliate; (2) in the case of an individual, to a trust for the benefit of a Shareholder or to any member of a Shareholder’s immediate family or a trust for the benefit of such immediate family member; (3) in the case of an individual, by will, other testamentary document or under the laws of intestacy upon the death of a Shareholder; or (4) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; provided, that the transferring Shareholder shall, and shall cause any transferee of his, her or its Subject IIAC Securities of the type set forth in clauses (1) through (4) execute and deliver to the Company a joinder to this Agreement in the form attached hereto as Annex A prior and as a condition to the occurrence of such Transfer. For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, conveyance, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or encumbrance in or disposition of an interest (in each case whether with or without consideration, whether voluntarily or involuntarily or by succession, operation of law or otherwise).

(b)    In furtherance of the foregoing, IIAC hereby agrees to (i) place a revocable stop order on all Subject IIAC Equity Securities subject to Section 3(a), including those which may be covered by a registration statement, and (ii) notify IIAC’s transfer agent in writing of such stop order and the restrictions on such Subject IIAC Equity Securities under Section 3(a) and direct IIAC’s transfer agent not to process any attempts by any such Shareholder to Transfer any Subject IIAC Equity Securities except in compliance with Section 3(a); for the avoidance of doubt, the obligations of IIAC under this Section 3(b) shall be deemed to be satisfied by the existence of any similar stop order or restrictions currently existing on the Subject IIAC Equity Securities.

4.    Other Covenants.

(a)    Each Shareholder hereby agrees that he, she or it shall (i) be bound by and subject to Sections 2.8 (Earnout), 6.5(a) (Confidentiality and Access to Information) and 6.6(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, as if such Shareholder is directly a party thereto, and (ii) not, directly or indirectly, take any action that IIAC is prohibited from taking pursuant to Section 6.7(a) (Exclusive Dealing) of the Business Combination Agreement.

(b)    Each Shareholder acknowledges and agrees that each of IIAC and the Company is entering into the Business Combination Agreement in reliance upon each Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for each such Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, IIAC the Company would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents.

(c)    Each Shareholder hereby agrees that it shall not exercise or submit a request to exercise the IIAC Shareholder Redemption with respect to any IIAC Class A Shares held by him, her or it.

3

(d)    Each Shareholder acknowledges and agrees that, upon the terms and subject to the conditions of this Agreement and the Business Combination Agreement, following the Merger and the Contribution as provided in Section 2.1(a) and Section 2.1(c) of the Business Combination Agreement, such Shareholder shall deliver electronically through DTC to the Earnout Escrow Agent fifty percent (50%) of the Company Ordinary Shares that shall have been issued to such Shareholder in exchange for its IIAC Class B Shares to be held in escrow in accordance with Section 2.8 of the Business Combination Agreement.

(e)    Upon the terms and subject to the conditions of this Agreement, the Warrant Agreement and the Business Combination Agreement (including Exhibit D thereof (as the same may be amended, supplemented or otherwise modified from time)), each Shareholder that holds a private IIAC Warrant that is outstanding immediately prior to the Effective Time shall Transfer to IIAC, immediately following the Effective Time, all such private IIAC Warrants in exchange for a new Company Warrant issued by the Company representing a right to acquire one Company Ordinary Share.

(f)    In the event (i) of a stock split, stock dividend or distribution, or any change in the IIAC Class A Shares or IIAC Class B Shares by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of IIAC Class A Shares or IIAC Class B Shares, (ii) a Shareholder purchases or otherwise acquires beneficial ownership of any IIAC Class A Shares or IIAC Class B Shares or (iii) the Shareholder acquires the right to vote or share in the voting of any IIAC Class A Shares or IIAC Class B Shares, in each case during the Applicable Period, the term “Subject IIAC Equity Securities” shall be deemed to refer to and include such any IIAC Class A Shares or IIAC Class B Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such any IIAC Class A Shares or IIAC Class B Shares may be changed or exchanged or which are received in such transaction.

(g)    Each Shareholder hereby agrees not to commence, maintain or participate in, or facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, suit, proceeding or cause of action, in law or in equity, in any court or before any Governmental Entity (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Business Combination Agreement or any of the Ancillary Documents (including any claim seeking to enjoin or delay the consummation of the Transactions), (b) alleging a breach of any fiduciary duty of any Person in connection with the Business Combination Agreement or the Transactions, or (c) otherwise relating to the Business Combination Agreement, this Agreement, any other Ancillary Document, the Transactions or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit a Shareholder from enforcing such Shareholder’s rights under this Agreement or such Shareholder’s right to receive Company Ordinary Shares or the Converted Warrants pursuant to the Business Combination Agreement in accordance with the terms thereof.

(h)    Each Shareholder hereby agrees that, except as expressly provided or permitted by this Agreement, such Shareholder shall not, and shall cause its Affiliates not to, without the prior written consent of IIAC (in IIAC’s sole discretion), directly or indirectly, take or permit any action that would in any way (a) restrict, limit or interfere with the performance of such Shareholder’s obligations hereunder, (b) make any representation or warranty of such Shareholder herein untrue or inaccurate or (c) otherwise restrict, limit or interfere with the performance of this Agreement, the Business Combination Agreement, the Transactions or the transactions contemplated by this Agreement. Each Shareholder shall notify IIAC in writing promptly of (i) any fact, event or circumstance that would cause, or would reasonably be expected to cause or constitute, an untruth or inaccuracy in the representations and warranties of such Shareholder herein and (ii) the receipt by such Shareholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; provided, however, that the delivery of any notice pursuant to this sentence shall not limit or otherwise affect the remedies available to any Party.

(i)    Each Shareholder hereby agrees that it shall deliver, substantially simultaneously with the Closing, to the Company and IIAC a duly executed counterpart to any Ancillary Document to which he, she or it is or will be a party.

4

(j)    Subject to and upon the consummation of the Merger and the receipt of the consideration that is due to it in accordance with the Business Combination Agreement, and for other good and valuable consideration, the sufficiency of which such Shareholder hereby agrees and acknowledges, from and after (and effective upon) the Closing, such Shareholder, and, if the Shareholder is a legal entity, together with the Shareholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”) hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases and forever discharges, to the maximum extent permitted by applicable Law, each of IIAC, the Company, Merger Sub, and each of their respective Subsidiaries and Affiliates, and each of their respective current, former or future Representatives, predecessors, successors and assigns (collectively, the “Released Parties”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which such Shareholder or any of the Releasors ever had, now has or may hereafter have against any of the Released Parties, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing. Notwithstanding the foregoing or anything to the contrary contained herein, nothing in this Agreement will waive or preclude such Shareholder from exercising Shareholder’s rights, if any, (a) to receive and be paid the portion of the consideration payable under, and subject to the terms and conditions set forth in, the Business Combination Agreement in respect of each Subject IIAC Equity Security held by such Shareholder immediately prior to the Closing, (b) if such Shareholder is or was prior to the Closing, an officer or director of IIAC, to indemnification, advancement of expenses or exculpation in accordance with the terms and conditions and other limitations set forth in Section 6.16 of the Business Combination Agreement, (c) to indemnification to which such Shareholder may be entitled pursuant to an indemnification agreement with IIAC or the Governing Documents of IIAC, (d) any employment compensation or benefits matter owed to any Releasor in his or her capacity as a director, manager, officer or employee of IIAC, its Affiliates or its Subsidiaries, and (e) any liabilities of a Released Party in connection with any future transactions between the parties that are not related to the Business Combination Agreement, the Transactions, the Ancillary Documents, or the transactions contemplated thereby. Such Shareholder understands and acknowledges on behalf of itself and the other Releasors that it is releasing potentially unknown claims, and that it may have limited knowledge with respect to some of the claims being released. Each Shareholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts. Without limiting the foregoing, by signing this Agreement, such Shareholder, on behalf of itself and the other Releasors, expressly waives and releases any provision of Law that purports to limit the scope of a general release.

(k)    Each Shareholder shall execute and deliver, or cause to be executed and delivered, such further certificates, instruments and other documents and to take such further actions as may be necessary, desirable or appropriate for the purpose of effectively carrying out the Transactions and the transactions contemplated by this Agreement.

(l)    Neither IIAC nor the Sponsor shall convert the Convertible Promissory Notes (as defined in the IIAC Disclosure Schedules) into IIAC Warrants without the consent of the Company.

5.    Termination of Lock-up Period. Each of the Shareholders hereby agrees that subject to, and conditioned upon the occurrence and effective as of, the Closing, Section 5 of that certain Letter Agreement, dated November 5, 2020 (the “Insider Letter Agreement”), by and among IIAC, the Shareholders and the other members of the IIAC Board, shall be amended and restated in its entirety as follows:

“5. Reserved.”

The amendment and restatement of the Insider Letter Agreement set forth in this Section 5 shall be void and of no force and effect if the Business Combination Agreement is terminated in accordance with its terms.

5

6.    Representations and Warranties. Each Shareholder represents and warrants, solely with respect to himself, herself or itself and not any of the other Shareholders, to the Company as follows:

(a)    If such Shareholder is an entity, such Shareholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable).

(b)    If such Shareholder is an entity, such Shareholder has the requisite corporate, limited liability company or other similar power and authority or, if such Shareholder is an individual, has full power, right and legal capacity to execute and deliver this Agreement, to perform his, her or its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. If such Shareholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of such Shareholder. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder (assuming that this Agreement is duly authorized, executed and delivered by the other Parties hereto), enforceable against such Shareholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(c)    No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by such Shareholder with, nor are any required to be made or obtained by such Shareholder with or from any Governmental Entity in connection with such Shareholder’s execution, delivery or performance of his, her or its covenants, agreements or obligations under this Agreement and the consummation of the Transactions or the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Shareholder to perform its obligations under this Agreement or to consummate the Transactions or the transactions contemplated by this Agreement.

(d)    None of the execution or delivery of this Agreement by such Shareholder, the performance by such Shareholder of any of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the Transactions or the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if such Shareholder is an entity, result in any breach of any provision of such Shareholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which such Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which such Shareholder or any of his, her or its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject IIAC Equity Securities, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Shareholder to perform its obligations under this Agreement or consummate the Transactions or the transactions contemplated by this Agreement.

(e)    Schedule II hereto correctly sets forth the number of each Shareholder’s Subject IIAC Equity Securities as of the date of this Agreement. Such Shareholder is the record and/or beneficial owner, as applicable, of the Subject IIAC Equity Securities and has valid, good and marketable title to the Subject IIAC Equity Securities, free and clear of all Liens (other than transfer restrictions under applicable Securities Law, under the IIAC Governing Documents, under the Insider Letter Agreement or under the other Contracts set forth on Section 5.7(a) of the IIAC Disclosure Schedules). Except for the Equity Securities of IIAC set forth on

6

Schedule II hereto, together with any other Equity Securities of IIAC that such Shareholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to or acquired in accordance with Section 6.2(i) of the Business Combination Agreement, such Shareholder does not own, beneficially or of record, any Equity Securities of IIAC or have the right to acquire any Equity Securities of IIAC. Such Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject IIAC Equity Securities and, except for this Agreement, the Business Combination Agreement, the Governing Documents of IIAC, the Contracts set forth on Section 5.7(a) of the IIAC Disclosure Schedules, or any proxy given for purposes of voting in favor of the Transaction Proposals, such Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Shareholder to Transfer any of the Subject IIAC Equity Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject IIAC Equity Securities in a manner inconsistent with the requirements of this Agreement. The Shareholders, collectively, hold 100% of the issued and outstanding IIAC Class B Shares as of the date hereof.

(f)    There is no Proceeding pending or, to such Shareholder’s knowledge, threatened in writing against or involving such Shareholder or any of his, her or its Affiliates that challenges the beneficial or record ownership of such Shareholder’s Subject IIAC Equity Securities or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Agreement.

(g)    Such Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it is a sophisticated investor with respect to its Subject IIAC Equity Securities, (ii) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the transactions contemplated by this Agreement, the Business Combination Agreement and the other Ancillary Documents to which he, she or it is or will be a party and (iii) he, she or it has been furnished with or given access to such documents and information about the Company and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which he, she or it is or will be a party and the transactions contemplated hereby and thereby.

(h)    In entering into this Agreement and the other Ancillary Documents to which he, she or it is or will be a party, such Shareholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of the Company (including, for the avoidance of doubt, none of the representations or warranties of the Company set forth in the Business Combination Agreement or any other Ancillary Document to which such Shareholder is not and will not be a party) or any other Person, either express or implied, and such Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which he, she or it is or will be a party, none of the Company or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.

(i)    Such Shareholder hereby acknowledges and agrees that he, she, or it shall not receive (whether in his, her or its capacity as a shareholder of IIAC or otherwise) from IIAC any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the transactions contemplated by the Business Combination Agreement, except as otherwise expressly contemplated by the Business Combination Agreement, and excluding, for the avoidance of doubt, his, her or its IIAC Shares.

7

(j)    Such Shareholder has not taken or permitted any action that would or would reasonably be expected to (a) constitute or result in a breach hereof, (b) make any representation or warranty of such Shareholder set forth herein untrue or inaccurate or (c) otherwise restrict, limit or interfere with the performance of this Agreement, the Business Combination Agreement, the Transactions or the transactions contemplated by this Agreement.

(k)    None of the information supplied or to be supplied by such Shareholder for inclusion or incorporation by reference in the Registration Statement / Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the shareholders of IIAC and at the time of the IIAC Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

7.    Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Closing and (b) the termination of the Business Combination Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement shall not affect any Liability on the part of any Party for fraud or any willful and material breach of this Agreement prior to such termination, (ii) Section 4(a), the representations and warranties set forth in Sections 6(g) and (h) and this Section 7 through Section 15 (to the extent related to any of the provisions that survive the termination of this Agreement) shall survive any termination of this Agreement.

8.    Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) each Shareholder makes no agreement or understanding herein in any capacity other than in such Shareholder’s capacity as a record holder and/or beneficial owner of the Subject IIAC Equity Securities, and not, in the case of each Other Class B Shareholder in such Other Class B Shareholder’s capacity as a director, officer or employee of any IIAC Party, and (b) nothing herein will be construed to limit or affect any action or inaction by each Other Class B Shareholder or any representative of the Sponsor serving as a member of the board of directors (or other similar governing body) of any IIAC Party or as an officer, employee or fiduciary of any IIAC Party, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of such IIAC Party.

9.    No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

10.    Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

If to any Shareholder, to:

c/o Investindustrial Acquisition Corp.
Suite 1, 3rd Floor, 11-12 St James’s Square
London SW1Y 4LB
United Kingdom
Attention:	Andrea Cicero
	Alex Browning
E-mail:	acicero@investindustrial.com
	abrowning@investindustrial.com

8

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention:	Jonathan L. Davis, P.C.
	David Perechocky
Email:	jonathan.davis@kirkland.com
	david.perechocky@kirkland.com
and to:
Kirkland & Ellis International LLP 30 St. Mary Axe
London, EC3A 8AF
United Kingdom
Attention:	Cedric Van den Borren
E-mail: cedric.vandenborren@kirkland.com
and to:
Chiomenti
Via Verdi, 2 20121 - Milano, Italia
Attention:	Carlo Croff
	Luigi Vaccaro
E-mail:	carlo.croff@chiomenti.net
	luigi.vaccaro@chiomenti.net

If to the Company, to:

Ermenegildo Zegna Holditalia S.p.A.
Via Roma 99/100
Valdilana (Biella), Italy
Attention:	Gianluca Ambrogio Tagliabue
Email:	Gianluca.Tagliabue@zegna.com

with a copy (which shall not constitute notice) to

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Scott D. Miller

Email: millersc@sullcrom.com

or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

11.    Fees and Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided, that, any such fees and expenses incurred by the Shareholders shall be deemed to be IIAC Expenses.

12.    Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy shall not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an

9

adequate remedy, would occur in the event that either Party does not perform his, her or its respective obligations under the provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

13.    No Ownership Interest.    Nothing contained in this Agreement will be deemed to vest in the Company any direct or indirect ownership or incidents of ownership of or with respect to the Subject IIAC Equity Securities. All rights, ownership and economic benefits of and relating to the Subject IIAC Equity Securities shall remain vested in and belong to the applicable Shareholder, and the Company shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of IIAC or exercise any power or authority to direct such Shareholder in the voting of any of the Subject IIAC Equity Securities, except as otherwise expressly provided herein with respect to the Subject IIAC Equity Securities. Except as otherwise expressly provided in Section 1, such Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to or giving (or withholding) its written consent to any other matters presented to the shareholders of IIAC.

14.    Acknowledgements. Each Party acknowledges that (a) Kirkland & Ellis LLP, counsel for IIAC and Sponsor, is representing IIAC and Sponsor in connection with this Agreement, the Business Combination Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, (b) Sullivan & Cromwell LLP, counsel for the Company, is representing the Company in connection with this Agreement, the Business Combination Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, (c) none of the foregoing firms is representing the Other Class B Shareholders in connection with this Agreement, the Merger, the Business Combination Agreement, the Ancillary Documents or the transactions contemplated hereby, thereby or otherwise and (d) each Other Class B Shareholder acknowledges that he, she or it has had the opportunity to consult with its, his or her own counsel.

15.    Miscellaneous. Sections 9.2 (Entire Agreement; Assignment), 9.3 (Amendment), 9.5 (Governing Law), 9.7 (Construction; Interpretation), 9.9 (Parties in Interest), 9.10 (Severability), 9.11 (Counterparts; Electronic Signatures), 9.13 (No Recourse), 9.14 (Extension; Waiver), 9.15 (Waiver of Jury Trial), 9.16 (Arbitration) and 9.17 (Remedies) of the Business Combination Agreement shall be deemed incorporated into, made part of and shall apply mutatis mutandis to, this Agreement.

16.    Non-Survival. The representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Closing) in this Agreement shall terminate at the Closing. Each covenant and agreement contained herein that, by its terms, expressly contemplates performance after the Closing shall so survive the Closing in accordance with its terms.

[signature page follows]

10

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

INVESTINDUSTRIAL ACQUISITION CORP. L.P.

By: INVESTINDUSTRIAL ACQUISITION CORP. GP

By: /s/ Gayle Swanson

Name: Gayle Swanson

Title: Director

ERMENEGILDO ZEGNA HOLDITALIA S.P.A.

By: /s/ Ermenegildo Zegna Di Monte Rubello

Name:	Ermenegildo Zegna Di Monte Rubello
Title:	Chief Executive Officer
INVESTINDUSTRIAL ACQUISITION CORP.

By: /s/ Roberto Ardagna

Name:	Roberto Ardagna
Title:	Chief Executive Officer

[Signature Page to Sponsor Letter Agreement]

OTHER CLASS B SHAREHOLDERS

/s/ Sergio Ermotti

Sergio Ermotti

/s/ Dante Roscini

Dante Roscini

/s/ Tensie Whelan

Tensie Whelan

[Signature Page to Sponsor Letter Agreement]

SCHEDULE I

Other Class B Holders

1. Sergio P. Ermotti

2. Dante Roscini

3. Tensie Whelan

SCHEDULE II

IIAC Equity Securities as of July 18, 2021

Shareholder	Number of IIAC Class A Shares		Number of IIAC Class B Shares
Sponsor		0		9,937,500
Sergio Ermotti		0		75,000
Dante Roscini		0		25,000
Tensie Whelan		0		25,000

Annex A

ANNEX A

FORM OF JOINDER

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Sponsor Letter Agreement, dated as of July 18, 2021 (the “Sponsor Letter Agreement”), by and among Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales (the “Sponsor”), Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (together with its successors, including from and after the Conversion (as such term is defined in the Business Combination Agreement), the “Company”) and the shareholders of IIAC that are party thereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Unless specified otherwise or context requires, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Sponsor Letter Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Shareholder” under, the Sponsor Letter Agreement as of the date hereof and shall have all of the rights and obligations of a Shareholder as if it had executed the Sponsor Letter Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Sponsor Letter Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date written below.

Date: [●] [●], 20[●]	By:
		Name:
		Title:
	Address for Notices:
	With copies to:

EX-10.5

Exhibit 10.5

COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of July 18, 2021, is entered into by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company (“IIAC”), Ermenegildo Zegna Holditalia S.p.A, a joint stock company incorporated under Italian law (the “Company”), and the undersigned shareholders of the Company (such shareholders, the “Shareholders” and, together with IIAC and the Company, each a “Party” and collectively, the “Parties”). Unless specified otherwise or context requires, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Business Combination Agreement, dated as of July 18, 2021 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, IIAC and EZ Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”).

RECITALS

WHEREAS, as of the date hereof, the Company, IIAC and Merger Sub have entered into the Business Combination Agreement, which provides for the merger of Merger Sub with and into IIAC (the “Merger”), with IIAC surviving the Merger as a wholly owned subsidiary of the Company;

WHEREAS, as of the date of this Agreement, each Shareholder is the sole record holder and beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) of, and has full voting power over the number of Company Ordinary Shares set forth opposite such Shareholder’s name on Schedule 1 attached hereto (such shares, together with any additional Company Ordinary Shares (or any securities convertible into or exercisable or exchangeable for Company Ordinary Shares) of which such Shareholder acquires record or beneficial ownership after the date hereof, including by Transfer (as defined below), purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, the “Subject Shares”); and

WHEREAS, as a material inducement to the Company and IIAC to enter into the Business Combination Agreement and consummate the Transactions, the Shareholders and the Company desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:

ARTICLE 1

VOTING AND TRANSFER OF SHARES

Section 1.01. Voting.

(a) Each Shareholder, solely in his, her or its capacity as a shareholder of the Company and on behalf of himself, herself and itself and not the other Shareholder, irrevocably and unconditionally agrees, during the period beginning on the date of this Agreement and ending on the Expiration Date (the “Applicable Period”), at each meeting of the shareholders of the Company duly called and convened in accordance with the Governing Documents of the Company (a “Meeting”) and at each adjournment or postponement thereof, to

cause to be present in person or represented by proxy and to vote or cause to be voted such Shareholder’s Subject Shares that are entitled to vote, in each case as follows:

(i) in favor of any proposal for shareholders of the Company to approve and adopt the Business Combination Agreement and the Transactions and any other matters necessary for consummation of the Conversion and the other Transactions, including, without limitation, in any circumstances upon which a consent or other approval is required under the Company’s Governing Documents, sought with respect to the adoption and approval of the Conversion, the transfer of the Company Ordinary Shares and the Pre-Closing Restructuring Transactions or otherwise sought with respect to the Business Combination Agreement or the Transactions;

(ii) in favor of any proposal to adjourn a Meeting at which there is a proposal for shareholders of the Company to adopt the Business Combination Agreement to a later date if there are not sufficient votes to adopt the Business Combination Agreement or if there are not sufficient Company Ordinary Shares present in person or represented by proxy at such Meeting to constitute a quorum;

(iii) against any proposal providing for a Company Acquisition Proposal or the adoption of an agreement to enter into a Company Acquisition Proposal; and

(iv) against any action, transaction or agreement that would, or would reasonably be expected to (A) result in a breach of any representation or warranty or covenant of the Company under the Business Combination Agreement or such Shareholder under this Agreement (or any other Ancillary Document) or any of the conditions to the consummation of the Transactions not being fulfilled in accordance with the Business Combination Agreement, this Agreement and the other Ancillary Documents, (B) prevent, delay or impair consummation of the Transactions, or (C) facilitate any proposal relating to a Company Acquisition Proposal or any agreement to enter into a Company Acquisition Proposal.

(b) Any vote required to be cast pursuant to this Section 1.01 shall be cast in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote. For the avoidance of doubt, nothing contained herein requires a Shareholder (or entitles any proxy of a Shareholder) to convert, exercise or exchange any options, warrants or convertible securities in order to obtain any Company Ordinary Shares.

(c) Subject to the last sentence of this Section 1.01(c), and solely in the event of a failure by a Shareholder to act in accordance with such Shareholder’s obligations as to voting all of its Company Ordinary Shares pursuant to Section 1.01(a) prior to the termination of this provision pursuant to Section 6.01, each Shareholder, with respect to the Subject Shares, hereby irrevocably appoints the chief executive officer of IIAC or any other officer of IIAC so designated by IIAC as such Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of such Shareholder, (i) to attend on behalf of such Shareholder any Meeting (including at any adjournment or postponement thereof) with respect to the matters described in Section 1.01(a), (ii) to include the Subject Shares in any computation for purposes of establishing a quorum at any such Meeting and (iii) to vote (or cause to be voted) with respect to, as applicable, the Subject Shares on the matters specified in, and in accordance and consistent with Section 1.01(a) in connection with any Meeting. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate at the Expiration Date.

(d) The proxy granted by each Shareholder pursuant to Section 1.01(c), if it becomes effective, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for the Company and IIAC entering into the Business Combination Agreement and agreeing to consummate the Transactions in accordance with and subject to the conditions set forth herein. The proxy granted by each Shareholder pursuant to Section 1.01(c), if it becomes effective, is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by each Shareholder to the maximum extent

2

permitted by applicable Law and shall revoke any and all prior proxies granted by the Shareholder with respect to the Subject Shares. The proxyholder may not exercise the proxy granted pursuant to Section 1.01(c), if it becomes effective, on any matter except for those matters described in Section 1.01(a).

(e) Each Shareholder agrees not to enter into any commitment, agreement, understanding or similar arrangement with any Person to vote or give voting instructions or express consent or dissent in writing with respect to any of such Shareholder’s Subject Shares in any manner inconsistent with the terms of this Section 1.01.

Section 1.02. No Transfers. During the Applicable Period, each Shareholder shall not, directly or indirectly: (a) sell, convey, assign, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecate or otherwise encumber or dispose of any Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of the Company; (b) deposit any Subject Shares or any rights to acquire any securities or equity interests of the Company into a voting trust or enter into a voting agreement or any other arrangement with respect to any Subject Shares or any rights to acquire any securities or equity interests of the Company or grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any Subject Shares (or any right, title or interest therein) or any rights to acquire any securities or equity interests of the Company; (d) otherwise grant, permit or suffer the creation of an Encumbrance on any Subject Shares (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer or enter into a commitment, agreement, understanding or similar arrangement to take any of the foregoing actions (any action described in clauses (a), (b), (c), (d) and (e), a “Transfer”); provided, however, that the foregoing shall not prohibit Transfers (i) between a Shareholder and any Affiliate of such Shareholder, (ii) to a trust for the benefit of a Shareholder or to any member of a Shareholder’s immediate family or a trust for the benefit of such immediate family member or (iii) by will, other testamentary document or under the laws of intestacy upon the death of a Shareholder, in each case, so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate or transferee executes and delivers to the Company a joinder to this Agreement in the form attached hereto as Annex A. Any Transfer or action in violation of this Section 1.02 shall be void ab initio. If any involuntary Transfer of any Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect during the Applicable Period. For the avoidance of doubt, nothing in this Section 1.02 shall prevent entry into or performance of any obligations pursuant to any Ancillary Documents to which a Shareholder is or will be a party.

Section 1.03. Waiver of Appraisal Rights. Each Shareholder hereby agrees to irrevocably and unconditionally waive and not to assert any withdrawal rights or appraisal rights, including, without limitation, pursuant to Article 2437 and following of the Italian Civil Code, which they might become entitled to exercise under applicable Law or the organizational documents of the Company as a result of any resolutions adopted in accordance with the terms of Section 1.01 of this Agreement or otherwise in connection with the Business Combination Agreement and the Transactions.

Section 1.04. Agreement to Sell. Upon the terms and subject to the conditions of this Agreement and the Business Combination Agreement, promptly following the Capital Distribution provided for in the Business Combination Agreement, Monterubello società semplice (“Monterubello”) shall sell, assign, convey, transfer and deliver to the Company, and the Company shall purchase, acquire and accept from Monterubello, 54,600,000 Company Ordinary Shares, free and clear of all Encumbrances (other than Permitted Encumbrances), in exchange for the Cash Consideration accompanied by evidence of the transfer thereof in form and substance reasonably satisfactory to the Company and IIAC.

3

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each Shareholder hereby represents and warrants, solely with respect to himself, herself or itself and not any of the other Shareholders, to the Company and IIAC as follows:

Section 2.01. Organization; Authorization. In the event the Shareholder is an individual, such Shareholder has full power, right and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. In the event the Shareholder is a legal entity, (a) such Shareholder is duly organized and validly existing under the Laws of its jurisdiction of its organization, (b) such Shareholder has all requisite corporate or similar power and authority and has taken all corporate or similar action necessary in order to execute and deliver this Agreement, to perform its obligations under this Agreement and consummate the transactions contemplated by this Agreement, and (c) the execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of such Shareholder. This Agreement has been duly executed and delivered by each Shareholder and this Agreement constitutes a valid and binding agreement of each Shareholder (assuming that this Agreement is duly authorized, executed and delivered by the other Parties hereto) enforceable against such Shareholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity (collectively, the “Bankruptcy and Equity Exception”)).

Section 2.02. Governmental Filings; No Violations; Certain Contracts.

(a) No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by such Shareholder with, nor are any required to be made or obtained by such Shareholder with or from any Governmental Entity, in connection with the execution, delivery and performance of his, her or its covenants, agreements or obligations under this Agreement by such Shareholder and the consummation of the Transactions or the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Shareholder to perform its obligations under this Agreement or to consummate the Transactions or the transactions contemplated by this Agreement.

(b) The execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation of the Transactions or the transactions contemplated by this Agreement by such Shareholder shall not, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of such Shareholder, as applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of any Encumbrance on any of the Subject Shares or any other assets of such Shareholder pursuant to, any Contract binding upon such Shareholder or under any Law to which such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon such Shareholder, except, in each case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Shareholder to perform its obligations under this Agreement or consummate the Transactions or the transactions contemplated by this Agreement.

Section 2.03. Litigation. As of the date of this Agreement, there is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, threatened in writing against or involving such Shareholder that challenges the beneficial or record ownership of such Shareholder’s Subject Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Agreement.

Section 2.04. Ownership of Company Stock; Voting Power. Schedule 1 hereto correctly sets forth the number of each Shareholder’s Subject Shares as of the date of this Agreement, and, other than such Subject

4

Shares, as of the date of this Agreement, there are no Equity Securities of the Company held of record or beneficially owned by such Shareholder or in respect of which such Shareholder has voting power. Such Shareholder is the holder of record and beneficial owner of, and has good and valid title to, all of its Subject Shares and has, and shall have throughout the Applicable Period, full voting power and power of disposition with respect to all such Subject Shares free and clear of any liens, claims, pledges, proxies, voting trusts or agreements, options or any other encumbrances or restrictions on title, transfer or exercise of any rights of a shareholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that (a) may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws, or (iii) the Company’s Governing Documents or the terms of any customary custody or similar agreement applicable to Subject Shares held in brokerage accounts as of the date hereof (collectively, the “Permitted Encumbrances”) or (b) would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement). No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholders’ Subject Shares other than pursuant to the Business Combination Agreement.

Section 2.05. Reliance. Each Shareholder understands and acknowledges that each of the Company and IIAC is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement and upon the representations and warranties and covenants of such Shareholder contained in this Agreement and but for the Shareholder’s execution, delivery and performance of this Agreement and the representations and warranties and covenants of such Shareholder contained in this Agreement, the Company and IIAC would not have entered into or agreed to consummate the Transactions or the transactions contemplated by the Ancillary Documents.

Section 2.06. Finder’s Fees. No agent, broker, investment banker, finder or other intermediary is or shall be entitled to any fee or commission or reimbursement of expenses from IIAC or the Company or any of their respective Affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder.

Section 2.07. Registration Statement / Proxy Statement. None of the information supplied or to be supplied by such Shareholder for inclusion or incorporation by reference in the Registration Statement / Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the shareholders of IIAC and at the time of the IIAC Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 2.08. Other Agreements. Such Shareholder has not taken or permitted any action that would or would reasonably be expected to (a) constitute or result in a breach hereof, (b) make any representation or warranty of such Shareholder set forth herein untrue or inaccurate or (c) otherwise restrict, limit or interfere with the performance of this Agreement, the Business Combination Agreement, the Transactions or the transactions contemplated by this Agreement.

Section 2.09. Shareholder Has Adequate Information. Such Shareholder acknowledges that he, she or it is a sophisticated investor with respect to its Subject Shares and has adequate information concerning the business and financial condition of IIAC and the Company to make an informed decision regarding the transactions contemplated by this Agreement and has, independently and without reliance upon IIAC, the Company or any Affiliate of IIAC and the Company, and based on such information as such Shareholder has deemed appropriate, his, her or its own analysis and decision to enter into this Agreement. Each Shareholder acknowledges that he, she or it has had the opportunity to seek independent legal advice prior to executing this Agreement.

Section 2.10. No Other Representations or Warranties. Except for the representations and warranties made by each Shareholder in this Article 2, no Shareholder or any other Person makes any express or implied

5

representation or warranty to the Company or IIAC in connection with this Agreement or the transactions contemplated by this Agreement, and each Shareholder expressly disclaims any such other representations or warranties.

ARTICLE 3

CERTAIN COVENANTS

Section 3.01. Public Announcements; Filings; Disclosures.

(a) Each Shareholder (and such Shareholder’s controlled Affiliates) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”) with respect to this Agreement, the Business Combination Agreement, the Transactions or the transactions contemplated by this Agreement, except (i) as required by applicable Law or court process or (ii) with the prior written consent of IIAC and the Company; provided, that the foregoing shall not apply to any disclosure required to be made by a Shareholder to a Governmental Entity so long as such disclosure is consistent with the terms of this Agreement and the Business Combination Agreement and the disclosures made by the Company and IIAC pursuant to the terms of the Business Combination Agreement. Notwithstanding anything to the contrary in this Section 3.01(a), if the Shareholder is a director or officer of the Company, in his or her capacity as a director or officer of the Company, he or she may make public statements in such capacity to the extent permitted under the Business Combination Agreement.

(b) Each Shareholder hereby consents to and authorizes the Company, Merger Sub and IIAC to publish and disclose in any Public Communication or in any disclosure required by the SEC and in the Registration Statement / Proxy Statement such Shareholder’s identity and ownership of Subject Shares and his, her or its obligations under this Agreement (the “Shareholder Information”), consents to and authorizes the filing of this Agreement to the extent required by applicable Law to be filed with the SEC or any regulatory authority relating to the Transactions, and agrees to cooperate with IIAC and the Company in connection with such filings, including providing Shareholder Information reasonably requested by the Company or IIAC. The Company and IIAC, as applicable, shall provide the Shareholders with a reasonable opportunity to review and comment on any Shareholder Information included in such disclosure in advance of its filing. As promptly as practicable, each Shareholder shall notify the Company or IIAC, as applicable, of any required corrections with respect to any Shareholder Information supplied by such Shareholder, if and to the extent such Shareholder becomes aware that any such Shareholder Information shall have become false or misleading in any material respect.

(c) Each Shareholder shall be bound by and subject to Section 6.5 (Confidentiality and Access to Information) of the Business Combination Agreement to the same extent as such provision applies to the Company, as if the Shareholder is directly party thereto.

Section 3.02. Non-Solicitation. Each Shareholder acknowledges that such Shareholder has read Section 6.7 (Exclusive Dealing) of the Business Combination Agreement. In addition, each Shareholder, solely in his, her or its capacity as a shareholder of the Company, agrees not to, directly or indirectly, take any action that would violate Section 6.7 of the Business Combination Agreement if such Shareholder were deemed a “Representative” of the Company for purposes of Section 6.7 of the Business Combination Agreement; provided, that the foregoing shall not serve to limit or restrict any actions taken by such Shareholder in any capacity other than as a shareholder of the Company, to the extent such actions are in compliance with or required under Section 6.7 of the Business Combination Agreement.

Section 3.03. No Agreement as Director or Officer. Each Shareholder is entering into this Agreement solely in such Shareholder’s capacity as record or beneficial owner of Subject Shares and, subject to compliance

6

with terms and conditions of the Business Combination Agreement, nothing herein is intended to or shall limit or affect any actions taken by such Shareholder or any employee, officer, director (or person performing similar functions), partner or other Affiliate (including, for this purpose, any appointee or representative of such Shareholder to the Company Board) of such Shareholder, solely in his or her capacity as a director or officer of the Company (or a Subsidiary of the Company) or other fiduciary capacity for the Company’s shareholders.

Section 3.04. Acquisition of Additional Shares. In the event (i) of a stock split, stock dividend or distribution, or any change in the Company Ordinary Shares by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of Company Ordinary Shares, including by the exercise of Equity Securities of the Company or otherwise, (ii) a Shareholder purchases or otherwise acquires beneficial ownership of any Company Ordinary Shares or (iii) the Shareholder acquires the right to vote or share in the voting of any Company Ordinary Shares, in each case during the Applicable Period, the term “Subject Shares” shall be deemed to refer to and include such Company Ordinary Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such Company Ordinary Shares may be changed or exchanged or which are received in such transaction.

Section 3.05. No Litigation.

(a) Each Shareholder hereby agrees not to commence, maintain or participate in, or facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, suit, proceeding or cause of action, in law or in equity, in any court or before any Governmental Entity (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Business Combination Agreement or any of the Ancillary Documents (including any claim seeking to enjoin or delay the consummation of the Transactions), (b) alleging a breach of any fiduciary duty of any Person in connection with the Business Combination Agreement or the Transactions, or (c) otherwise relating to the Business Combination Agreement, this Agreement, any other Ancillary Document, the Transactions or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit a Shareholder from enforcing such Shareholder’s rights under this Agreement or such Shareholder’s right to receive the Cash Consideration pursuant to the Business Combination Agreement in accordance with the terms thereof.

(b) Each Shareholder shall be bound by and subject to Section 9.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provision applies to the Company, as if the Shareholder is directly party thereto.

Section 3.06. No Adverse Action. Each Shareholder hereby agrees that, except as expressly provided or permitted by this Agreement, such Shareholder shall not, and shall cause its Affiliates not to, without the prior written consent of the Company (in the Company’s sole discretion), directly or indirectly, take or permit any action that would in any way (a) restrict, limit or interfere with the performance of such Shareholder’s obligations hereunder, (b) make any representation or warranty of such Shareholder herein untrue or inaccurate or (c) otherwise restrict, limit or interfere with the performance of this Agreement, the Business Combination Agreement, the Transactions or the transactions contemplated by this Agreement. Each Shareholder shall notify the Company in writing promptly of (i) any fact, event or circumstance that would cause, or would reasonably be expected to cause or constitute, an untruth or inaccuracy in the representations and warranties of such Shareholder herein and (ii) the receipt by such Shareholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; provided, however, that the delivery of any notice pursuant to this sentence shall not limit or otherwise affect the remedies available to any Party.

Section 3.07. Ancillary Agreements. Each Shareholder hereby agrees that it shall deliver, substantially simultaneously with the Closing, to the Company and IIAC a duly executed counterpart to any Ancillary Document to which he, she or it is or will be a party.

7

Section 3.08. Release. Subject to and upon the consummation of the Merger and the receipt of the consideration that is due to it in accordance with the Business Combination Agreement, and for other good and valuable consideration, the sufficiency of which such Shareholder hereby agrees and acknowledges, from and after (and effective upon) the Closing, such Shareholder, and, if the Shareholder is a legal entity, together with the Shareholder’s officers, directors, stockholders, Subsidiaries and Affiliates, and each of their respective heirs, Representatives, successors and assigns (such persons, the “Releasors”) hereby fully and unconditionally (subject to the receipt of the amounts specified in this paragraph) releases and forever discharges, to the maximum extent permitted by applicable Law, each of IIAC, the Company, Merger Sub, and each of their respective Subsidiaries and Affiliates, and each of their respective current, former or future Representatives, predecessors, successors and assigns (collectively, the “Released Parties”), from and against any and all liabilities, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, unmatured or inchoate, both at law and in equity, which such Shareholder or any of the Releasors ever had, now has or may hereafter have against any of the Released Parties, on or by reason of any matter, cause or thing whatsoever that arose prior to the Closing. Notwithstanding the foregoing or anything to the contrary contained herein, nothing in this Agreement will waive or preclude such Shareholder from exercising Shareholder’s rights, if any, (a) to receive and be paid the portion of the consideration (including the Cash Consideration) payable under, and subject to the terms and conditions set forth in, the Business Combination Agreement in respect of each Subject Share held by such Shareholder immediately prior to the Closing, (b) if such Shareholder is or was prior to the Closing, an officer or director of the Company, to indemnification, advancement of expenses or exculpation in accordance with the terms and conditions and other limitations set forth in Section 6.16 of the Business Combination Agreement, (c) to indemnification to which such Shareholder may be entitled pursuant to an indemnification agreement with the Company or the Governing Documents of the Company, (d) any employment compensation or benefits matter owed to Releasor in his or her capacity as a director, manager, officer or employee of the Company, its Affiliates or its Subsidiaries, and (e) any liabilities of a Released Party in connection with any future transactions between the parties that are not related to the Business Combination Agreement, the Transactions, the Ancillary Documents, or the transactions contemplated thereby. Such Shareholder understands and acknowledges on behalf of itself and the other Releasors that it is releasing potentially unknown claims, and that it may have limited knowledge with respect to some of the claims being released. Each Shareholder acknowledges that the Releasors may hereafter discover facts different from or in addition to the facts the Releasors now know or believe to be true with respect to the subject matter of this Agreement; however, the Releasors intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery or existence of any such different or additional facts. Without limiting the foregoing, by signing this Agreement, such Shareholder, on behalf of itself and the other Releasors, expressly waives and releases any provision of Law that purports to limit the scope of a general release.

Section 3.09. Further Assurances. Each Shareholder shall execute and deliver, or cause to be executed and delivered, such further certificates, instruments and other documents and to take such further actions as may be necessary, desirable or appropriate for the purpose of effectively carrying out the Transactions and the transactions contemplated by this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each Shareholder and IIAC as follows:

Section 4.01. Organization. The Company is a legal entity duly organized, validly existing and in good standing under the Laws of Italy.

Section 4.02. Authorization. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions

8

contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Company Board and upon receipt of the Company Required Shareholder Approval, no other corporate or equivalent action or proceeds on the part of the Company is necessary to authorize this Agreement or the performance of the Company’s obligations hereunder. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 4.03. No Other Representations or Warranties. Except for the representations and warranties made by the Company in this Article 4, neither the Company nor any other Person makes any express or implied representation or warranty to the Shareholders or IIAC in connection with this Agreement or the transactions contemplated by this Agreement, and the Company expressly disclaims any such other representations or warranties.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF IIAC

IIAC represents and warrants to each Shareholder and the Company as follows:

Section 5.01. Organization. IIAC is an exempted company duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of incorporation.

Section 5.02. Authorization. IIAC has all requisite exempted company power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the IIAC Board and upon receipt of the Required IIAC Shareholder Approval, no other corporate or equivalent action or proceeds on the part of IIAC is necessary to authorize this Agreement or the performance of IIAC’s obligations hereunder. This Agreement has been duly executed and delivered by IIAC and constitutes a valid and binding agreement of IIAC enforceable against IIAC in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 5.03. No Other Representations or Warranties. Except for the representations and warranties made by IIAC in this Article 5, neither IIAC nor any other Person makes any express or implied representation or warranty to the Shareholders or the Company in connection with this Agreement or the transactions contemplated by this Agreement, and IIAC expressly disclaims any such other representations or warranties.

ARTICLE 6

GENERAL PROVISIONS

Section 6.01. Termination. This Agreement, including the voting agreements contemplated by this Agreement, shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earliest of: (a) the Closing; (b) the termination of the Business Combination Agreement in accordance with its terms; and (c) the effective date of a written agreement duly executed and delivered by IIAC, the Company and each Shareholder terminating this Agreement (the date and time at which the earlier of clause (a), (b) and (c) occurs being, the “Expiration Date”); provided, however, that Section 3.01, Section 3.05, Section 3.08 and Article 6 of this Agreement shall survive termination of this Agreement. Nothing set forth in this Section 6.01 or elsewhere in this Agreement shall affect any Liability on the part of any Party for fraud or any willful and material breach of this Agreement.

9

Section 6.02. Non-Survival of Representations and Warranties. None of the representations or warranties contained in this Agreement or other writing delivered pursuant hereto shall survive the Closing.

Section 6.03. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given ) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

If to IIAC:

Investindustrial Acquisition Corp.

Suite 1, 3rd Floor, 11-12 St James’s Square

London SW1Y 4LB

United Kingdom

Attention:    Andrea Cicero

                    Alex Browning

E-mail:        acicero@investindustrial.com

                     abrowning@investindustrial.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention:     Jonathan L. Davis, P.C.; David Perechocky

E-mail: jonathan.davis@kirkland.com; david.perechocky@kirkland.com

and to:

Kirkland & Ellis International LLP

30 St. Mary Axe

London, EC3A 8AF

United Kingdom

Attention:     Cedric Van den Borren

E-mail: cedric.vandenborren@kirkland.com

and to:

Chiomenti

Via Verdi, 2

20121 - Milano

Italia

Attention: Carlo Croff

Luigi Vaccaro

E-mail:     carlo.croff@chiomenti.net

                 luigi.vaccaro@chiomenti.net

if to the Company:

Ermenegildo Zegna Holditalia S.p.A.

Via Roma 99/100

Valdilana (Biella)

Italy

Attention: Gianluca Ambrogio Tagliabue

Email: Gianluca.Tagliabue@zegna.com

10

with copy to (which shall not constitute notice):

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Scott D. Miller

Email: millersc@sullcrom.com

If to a Shareholder, to such Shareholder’s address set forth on Schedule 2 hereto.

Section 6.04. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in IIAC or the Company any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares of any Shareholder. All rights, ownership and economic benefits of and relating to the Subject Shares of the Shareholders shall remain vested in and belong to the Shareholders, and neither IIAC nor the Company shall have any authority to direct the Shareholders in the voting or disposition of any of a Shareholder’s Subject Shares, in each case, except as otherwise provided herein.

Section 6.05. Miscellaneous. Sections 9.2 (Entire Agreement; Assignment), 9.3 (Amendment), 9.5 (Governing Law), 9.7 (Construction; Interpretation), 9.9 (Parties in Interest), 9.10 (Severability), 9.11 (Counterparts; Electronic Signatures), 9.13 (No Recourse), 9.14 (Extension; Waiver), 9.15 (Waiver of Jury Trial), 9.16 (Arbitration) and 9.17 (Remedies) of the Business Combination Agreement shall be deemed incorporated into, made part of and shall apply mutatis mutandis to, this Agreement.

[Signature Page Follows]

11

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

ERMENEGILDO ZEGNA HOLDITALIA S.P.A.
By:	/s/ Ermenegildo Zegna Di Monte Rubello
	Name: Ermenegildo Zegna Di Monte Rubello
	Title:   Chief Executive Officer

INVESTINDUSTRIAL ACQUISITION CORP.
By:	/s/ Roberto Ardagna
	Name: Roberto Ardagna
	Title:   Chief Executive Officer

MONTERUBELLO SOCIETÀ SEMPLICE
By:	/s/ Ermenegildo Zegna Di Monte Rubello
	Name: Ermenegildo Zegna Di Monte Rubello
	Title:   Authorized Signatory

Ermenegildo Zegna Di Monte Rubello

/s/ Ermenegildo Zegna Di Monte Rubello

[Signature Page to Support Agreement]

SCHEDULE 1

Shareholder	Shares Owned Beneficially as of the date hereof	Shares Held of Record as of the date hereof	Shares Over Which the Shareholder has Full Voting Power as of the date hereof
Monterubello società semplice	3,956,000	3,956,000	3,956,000
Ermenegildo Zegna	93,449	93,449	93,449

SCHEDULE 2

Shareholder	Address
Monterubello società semplice	Via Trieste 13, Biella 13900, Italy
Ermenegildo Zegna	Via Roma 99/100, Valdilana (Biella) 13835, Italy

Annex A

ANNEX A

FORM OF JOINDER

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Company Support Agreement, dated as of July 18, 2021 (the “Support Agreement”), by and among Investindustrial Acquisition Corp., a Cayman Islands exempted company, Ermenegildo Zegna Holditalia S.p.A, a joint stock company incorporated under Italian law (the “Company”) and the shareholders of the Company that are party thereto as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. Unless specified otherwise or context requires, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Support Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Shareholder” under, the Support Agreement as of the date hereof and shall have all of the rights and obligations of a Shareholder as if it had executed the Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Support Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Joinder Agreement as of the date written below.

Date: [●] [●], 20[●]

By:
	Name:
	Title:
Address for Notices:
With copies to:

EX-99.1

Exhibit 99.1

ERMENEGILDO ZEGNA GROUP, A LEADING GLOBAL LUXURY GROUP, TO BECOME A PUBLICLY TRADED COMPANY LISTED ON NYSE BY COMBINING WITH INVESTINDUSTRIAL ACQUISITION CORP.

• Zegna Family to Retain Control with a Stake of approx. 62%; Merged Entity will have an Anticipated Initial Enterprise Value of $3.2 Billion

• Group’s Vertical Integration and Made in Italy Luxury Textile, Clothing and Knitwear Platform Ensures Highest Levels of Excellence while Maintaining Heritage of Sustainability

• Successful Acquisition of Iconic Thom Browne Brand Demonstrates Strength of Group’s M&A Strategy and Ability to Develop Brands

• Partnership with Investindustrial to Support Zegna’s Continuing Growth Plans

July 19, 2021 MILAN, Italy—Ermenegildo Zegna Group (“Zegna”, “the Group”, or “the Company”), a world-renowned Italian luxury house, and Investindustrial Acquisition Corp. (“IIAC”), a special purpose acquisition corporation sponsored by investment subsidiaries of Investindustrial VII L.P., announced today a definitive business agreement that is expected to make Zegna a public company listed on the New York Stock Exchange later this year.

Zegna Group CEO Ermenegildo “Gildo” Zegna said: “Over 111 years ago, my grandfather and namesake founded Zegna with the belief that caring for both the natural environment and for people was the bedrock for creating the finest textiles and a successful brand. Since then, we have proudly followed in his footsteps to become one of Italy’s true luxury houses. Today’s announcement underscores the success of our strategy of continuously focusing on the Group’s brand equity while also continuing to build upon our heritage, our ethos of sustainability, and the unique craftsmanship that has made our name synonymous with quality and luxury around the world. The Zegna family will remain at the Company’s helm following the transaction’s completion, and we will continue to invest in creativity, innovation, talent, and technology in order to sustain Zegna’s leadership position in the global luxury market.”

Since its founding in 1910 by the Company’s namesake, Ermenegildo Zegna, the Group has evolved from a producer of textiles and menswear into a leading purveyor of luxury goods to clients around the globe. While the Zegna brand remains the Group’s flagship label and an emblem of Italian excellence, in 2018 Zegna acquired the majority stake in American luxury fashion brand Thom Browne. The brand’s growing success under Zegna’s ownership is yet another example of the Group’s ability to grow through acquisitions by creating prospects for integration and efficiency. Zegna’s management has capitalized on the unique strengths of Thom Browne, namely its consistency and name recognition, its younger customer base, its high digital penetration, and its iconic collections, doubling Thom Browne’s revenues since 2018 as a result.

1

Over the past years, Zegna has strengthened its one-of-a-kind Made in Italy luxury textile laboratory platform through the acquisition of Italian textile manufacturers. The platform is a key competitive advantage alongside the Group’s ready-to-wear and Made-to-Measure offerings. It is the provider of choice for some of the world’s most highly regarded luxury names while also supplying the finest materials to the Group’s own brands.

As of December 31, 2020, the Group has a presence in 80 countries through 296 directly operated stores, and this year, the Group expects annual sales to approach those of 2019. In 1991, Zegna was the first luxury menswear brand to open in China, and Greater China accounted for 35% of the Company’s apparel, accessories and textile revenues in 2019.

Also importantly, Zegna has expanded its leadership in the luxury leisurewear segment, growing this category from 38% of sales in 2016 to over 50% in 2021 YTD, all while maintaining its leadership position in the heritage formalwear segment. The Company has also successfully attracted a new generation of customers through partnerships and collaborations that have further elevated the brand’s name with younger consumers.

Upon closing of the transaction, which is expected to occur in the fourth quarter of this year subject to customary approvals and conditions and to IIAC’s shareholders’ vote, the Zegna family will continue to control the Company with a stake of approximately 62%. Based on the transaction value, the merged entity will have an anticipated initial enterprise value of $3.2 billion with an expected market capitalization of

$2.5 billion¹.

Andrea C. Bonomi, Founder of Investindustrial and Chairman of the Industrial Advisory Board, said: “For over thirty years, Investindustrial has invested in and supported both growing and leading Italian brands. We believe in the strength of Made in Italy, which has always been recognized worldwide for quality, craftsmanship, and innovation. With Zegna we identified a group that also includes both a strong family heritage and a leading position in sustainability – one of the pillars in Investindustrial’s investment strategy. We are supporting the Zegna Group with a long-term commitment and a significant investment    to back the Company’s ongoing expansion and growth, with the goal of spreading Zegna’s unparalleled heritage and luxury craftmanship more broadly to customers around the world.

¹  Initial enterprise value, expected market capitalization at listing and the Zegna family’s stake all incorporate the impact of the 50% Sponsor promote shares and management grants shares to be issued at closing of the transaction and assume: a) no redemptions from current IIAC shareholders; b) a price of $10.00 per share at closing of the transaction; c) no impact from private and public warrants outstanding (given they become exercisable at $11.50 per share).

2

Sergio Ermotti, Chairman of Investindustrial Acquisition Corp., said: “Our special purpose acquisition corporation was created for transactions like this one: taking public a well managed company with strong fundamentals and growth potential like Zegna. Our goal now is to support Zegna in this important new chapter of its history while opening the opportunity to the public to invest in one of the last great iconic independent luxury brands.”

On July 18, 2021, IIAC (NYSE: IIAC) entered into a definitive agreement to combine with Zegna with a combination of stock and cash financing. The transaction is expected to deliver approximately $880 million of gross proceeds², consisting of IIAC’s $403 million cash held in trust, a fully committed $250 million PIPE – which, in light of strong investor demand, was upsized by $50m vs the original target amount – and approximately $225 million³ in a forward purchase agreement with Strategic Holding Group S.à.r.l., an independently managed investment subsidiary of Investindustrial VII L.P. (“SSH”). Under the forward purchase agreement, SSH will invest approximately $225 million³ which, together with relevant Sponsor promote shares⁴, will provide them with circa 11% of the Company. SSH’s investment will be subject to a lock-up of up to 3 years, demonstrating their strong commitment to the Company and alignment with the Zegna family.

The PIPE has attracted strong interest from a diverse group of high profile institutional investors, including a large commitment by a leading US-based global asset manager. The PIPE saw the participation of several of the most prominent names in the luxury industry, alongside the support of members of Zegna’s Board of Directors and the Group’s Executives. The combination of the investors participating in the PIPE and IIAC shareholder register provides a well diversified and high profile investor base which will help consolidate Zegna’s success in the public equity markets.

The Boards of Directors of both IIAC and Zegna have each unanimously approved the proposed transaction, which is expected to close by the fourth quarter of 2021, subject to customary approvals and conditions and to IIAC’s shareholders’ vote.

Advisors

UBS Investment Bank is acting as exclusive financial advisor to Ermenegildo Zegna Group with a team led by UBS Italy Country Head Riccardo Mulone, and as co-lead placement agent on the PIPE. Sullivan & Cromwell is acting as legal advisor to Ermenegildo Zegna Group. Deutsche Bank, Goldman Sachs Bank Europe, SE—Succursale Italiana, JP Morgan Securities Plc and Mediobanca are acting as financial advisors to Investindustrial Acquisition Corp. Deutsche Bank, Goldman Sachs & Co.LLC and JP

²  Assuming no redemptions from current IIAC shareholders

³  $225m are an illustrative dollar equivalent, for simplification purposes, while the actual forward purchase agreement is denominated in euro

⁴  At closing of the transaction, Investindustrial will receive 5.03 million newly issued shares as part of the Sponsor promote shares agreed to in the Business Combination Agreement. This amount represents 50% of the total Sponsor promote shares, the remainder of which will be subject to vesting conditions detailed in the Business Combination Agreement.

3

Morgan Securities Plc are acting as co-lead placement agents on the PIPE. Mediobanca is providing a fairness opinion to Investindustrial Acquisition Corp.’s Board of Directors. Chiomenti and Kirkland & Ellis are acting as legal advisor to Investindustrial Acquisition Corp. Shearman & Sterling is acting as legal advisor to the placement agents.

About Ermenegildo Zegna Group

Rooted in the future, the Ermenegildo Zegna Group is a leading global luxury group, internationally recognised for the excellent quality and designs of its brands Zegna and Thom Browne and the noble fabrics and fibres by means of the in-house entirely Made in Italy Luxury Textile and Manufacturing Laboratory Platform. Founded as a fabric maker in 1910 by Ermenegildo Zegna in Trivero, Italy, the Group continues to be led by the third and fourth generations of the Zegna family, driven by the founder’s pioneering commitment to sustainability, responsibility towards the environment, the communities and the territory which finds its living path in Oasi Zegna, a 100 square kilometer natural park surrounding Lanificio Zegna. A vertically integrated supply chain, encompassing sheep farms, textile mills and factories, is at the heart of the Group’s dedication to quality, craftsmanship, and innovation. Engineer of the world’s finest wool fabrics and partner of choice for hi-end international luxury brands, through the owned textile platform, Ermenegildo Zegna Group includes historic Italian companies that are among the highest quality suppliers in the luxury industry. Managed by Gildo Zegna as CEO, Zegna Group designs, creates and distributes luxury menswear and accessories under Zegna brand and womenswear, menswear and accessories under Thom Browne brand to over 500 stores, of which 296 DOS, in 80 countries around the world, remaining committed to leveraging its rich heritage to build a better present and future.

About Investindustrial Acquisition Corp.

IIAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The Company is sponsored by Investindustrial Acquisition Corp. L.P. (the “Sponsor”), a limited partnership whose majority investor is an independently managed investment subsidiary of Investindustrial VII L.P..

About Investindustrial

Investindustrial is a leading European group of independently managed investment, holding and advisory companies with €11 billion of raised fund capital. With ESG principles deeply embedded into the Firm’s core approach, Investindustrial has a 30-year history of providing mid-market companies capital, industrial expertise, operational focus, and global platforms to accelerate sustainable value creation and international expansion. Additional information is available at www.investindustrial.com.

4

For additional information, please visit https://www.zegnagroup.com/en/news/

Contacts

Media

Ermenegildo Zegna Group

Domenico Galluccio

+39 335 5387288

Brunswick Group

Brendan Riley / Darren McDermott / Lidia Fornasiero

+1 (917) 755-1454 / +1 (917) 345-3621 / +39 335 6078082

Investindustrial & Investindustrial Acquisition Corp.

Maitland

David Sturken / Jonathan Cook

+44 (0) 7990 595 913 / +44 (0) 7730 777 865

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Zegna and IIAC. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans as they relate to the proposed transaction, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although each of Zegna and IIAC believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of Zegna and IIACcaution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed transaction, which is expected to be filed by Zegna with the SEC and other documents filed by Zegna and IIAC from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside Zegna’s and IIAC’s control and are difficult

5

to predict. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed transaction, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither Zegna nor IIAC can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the risk that the transaction may not be completed in a timely manner or at all, the ability to complete the business combination due to the failure to obtain approval from IIAC’s shareholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of the business combination agreement or the termination of any PIPE investor’s subscription agreement, the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination, the ability to recognize the anticipated benefits of the business combination, including as a result of a delay in consummating the transaction, the amount of redemption requests made by IIAC’s public shareholders, costs related to the transaction, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, general economic, political and business conditions, applicable taxes, inflation, interest rates and the regulatory environment, the risk that Zegna may not be able to maintain the recognition, integrity or reputation of its brands or is unable to anticipate trends and identify and respond to new and changing consumer preferences, Zegna’s failure to implement its strategy, any disruption in Zegna’s manufacturing and logistics facilities, fluctuations in the price or quality of, or disruptions in the availability of, raw materials used in Zegna’s products, Zegna’s inability to negotiate, maintain or renew its license agreements and strategic alliances, the outcome of any potential litigation, government or regulatory proceedings, changes in macro-economic conditions and tourist traffic and demand, Zegna’s ability to retain certain key personnel and craftsmen, any disruption in Zegna’s information technology, including as a result of cybercrimes, Zegna’s competitive position, risks related to Zegna’s management team’s limited experience in managing a public company, Zegna’s intellectual property position, including its ability to protect and maintain its intellectual property rights, fluctuations in foreign currency exchange rates that could result in currency transaction losses that negatively impact Zegna’s financial results and the anticipated transaction proceed uses and sources, the ability of the combined company to grow and manage growth profitably and retain its key employees, the inability to obtain or maintain the listing of the combined company’s securities on the New York Stock Exchange following the business combination, the impact of the global COVID-19 pandemic on any of the foregoing, and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the registration statement on Form F-4 to be filed by Zegna with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2020 of IIAC and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Zegna, IIAC, their respective directors, officers or employees or any other person that Zegna and IIAC will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of Zegna and IIAC as of the date of this communication. Subsequent events and developments may cause that view to change. However, while

6

Zegna and IIAC may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Zegna or IIAC as of any date subsequent to the date of this communication.

Important Additional Information Regarding the Transaction Will Be Filed With the SEC

In connection with the proposed transaction, Zegna expects to file a registration statement on Form F-4 with the SEC that will include a prospectus with respect to the Company’s securities to be issued in connection with the proposed transaction and a proxy statement with respect to the shareholder meeting of IIAC to vote on the proposed transaction. Shareholders of IIAC and other interested persons are urged to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these documents will contain important information about Zegna, IIAC and the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of IIAC as of a record date to be established for voting on the proposed transaction. Once available, shareholders of IIAC will also be able to obtain a copy of the F-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Investindustrial Acquisition Corp., Suite 1, 3rd Floor, 11-12 St James’s Square London, United Kingdom SW1Y 4LB. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, and other documents filed with the SEC can also be obtained, without charge, at the SEC’s website

(www.sec.gov).

Participants in the Solicitation

Zegna and IIAC and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of IIAC and their ownership is set forth in IIAC’s filings with the SEC, including its Form 10-K for the year ended December 31, 2020 and subsequent filings on Form 10-Q and Form 4. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the IIAC shareholders in connection with the potential transaction will be set forth in the registration statement containing the preliminary proxy statement/prospectus when it is filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Investindustrial Acquisition Corp., Suite 1, 3rd Floor, 11-12 St James’s Square London, United Kingdom SW1Y 4LB.

7

No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Zegna or IIAC, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Website

Please note that any hyperlink or website mentioned hereto, and information and links contained therein are not part of this communication and should not be considered as incorporated by reference hereto.

Other relevant information

The general partners and investment managers of the Investindustrial group, as applicable, manage the funds in the interest of the limited partners and therefore in an autonomous and independent manner from the other group companies. Investments and divestments are made (and shares in portfolio companies are held) by the applicable investment or holding company. Decisions over investments and divestments, including the exercise of the voting rights over the shares of the portfolio companies, are made by the applicable investment or holding company board of directors in an autonomous and independent manner from the other group companies, and in adherence with the applicable corporate governance rules and by-laws. It is the responsibility of the management of each portfolio company to operate the company on a day-to-day basis.

8

EX-99.2

Exhibit 99.2 Investor presentation July 2021 CONFIDENTIALExhibit 99.2 Investor presentation July 2021 CONFIDENTIAL

A LEADING, MODERN AND INTEGRATED GROUP… ZEGNA SEGMENT THOM BROWNE SEGMENT The Group at a glance Branded Products 1 1 Branded Products 2 Other ▪ “Create something ▪ At the forefront Textile & 1% Strategic Alliances that people want, an idea, of the modern man €1.2bn THOM BROWNE. 13% commitment” Segment▪ The New Era: 2021E Core revenues 19% ▪ Anchored to the product One Brand, One Icon “substance” Revenue split ▪ Timeless elegance by division ▪ Museum-worth design 3 (2021E) ▪ ACHILLFARM : Traceable From €264m Sheep to Shop“ ZEGNA 2021E Core Adj. EBITDA ZEGNA Segment 1 Branded Products 81% 67% Textile & Strategic Alliances Rest of APAC 9% TEXTILE STRATEGIC ALLIANCES 5 276 ▪ Where it all started Americas▪ Craftsmanship excellence on the back Core Directly Operated Stores (DOS) at 2020 year-end 15% of a century-long experience ▪ The backbone of the Apparel & Accessories Group’s Luxury Laboratory▪ Partner of choice of leading luxury revenue split by region ▪ Unique raw material sourcing brands 4 (2021E) & manufacturing capabilities ~6,050 ~62% EMEA ▪ The finest wool in the world 6 6 Greater China Total employees Female employees 25% 51% Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 2. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, accounting adjustments and other minor businesses belonging to the Zegna Segment 3. Achillfarm will be demerged as part of the real estate business disposition that is expected to occur prior to the consummation of a potential transaction. Zegna will continue to source raw materials from Achillfarm following such demerger 4. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 1 5. Core number of DOS excludes 17 Korea stores, which were converted to franchising in Jan-21, and Agnona stores following disposition 6. As of Jan-21 CONFIDENTIALA LEADING, MODERN AND INTEGRATED GROUP… ZEGNA SEGMENT THOM BROWNE SEGMENT The Group at a glance Branded Products 1 1 Branded Products 2 Other ▪ “Create something ▪ At the forefront Textile & 1% Strategic Alliances that people want, an idea, of the modern man €1.2bn THOM BROWNE. 13% commitment” Segment▪ The New Era: 2021E Core revenues 19% ▪ Anchored to the product One Brand, One Icon “substance” Revenue split ▪ Timeless elegance by division ▪ Museum-worth design 3 (2021E) ▪ ACHILLFARM : Traceable From €264m Sheep to Shop“ ZEGNA 2021E Core Adj. EBITDA ZEGNA Segment 1 Branded Products 81% 67% Textile & Strategic Alliances Rest of APAC 9% TEXTILE STRATEGIC ALLIANCES 5 276 ▪ Where it all started Americas▪ Craftsmanship excellence on the back Core Directly Operated Stores (DOS) at 2020 year-end 15% of a century-long experience ▪ The backbone of the Apparel & Accessories Group’s Luxury Laboratory▪ Partner of choice of leading luxury revenue split by region ▪ Unique raw material sourcing brands 4 (2021E) & manufacturing capabilities ~6,050 ~62% EMEA ▪ The finest wool in the world 6 6 Greater China Total employees Female employees 25% 51% Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 2. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, accounting adjustments and other minor businesses belonging to the Zegna Segment 3. Achillfarm will be demerged as part of the real estate business disposition that is expected to occur prior to the consummation of a potential transaction. Zegna will continue to source raw materials from Achillfarm following such demerger 4. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 1 5. Core number of DOS excludes 17 Korea stores, which were converted to franchising in Jan-21, and Agnona stores following disposition 6. As of Jan-21 CONFIDENTIAL

…FIRMLY POSITIONED IN THE STRUCTURALLY ATTRACTIVE LUXURY MARKET Personal Luxury Goods Market Evolution (€bn) Key Drivers of Market Growth 1 % Global Market 15% 23% 23-26% 30-33% 380 Casualisation Digital & Direct Contact 360 295 281 250 217 China Emotions & Experientiality 76 Point of View on Future Generational & Inspiration Shift 1996 2019 2020 2021 2025 Sources: Bain-Altagamma worldwide luxury market monitor, Spring Update 2021 edition for global market size 1996, 2019, 2020E, 2021E; Market estimates for global market size 2025E and for China’s share of the global market Notes: 1. Data for Greater China 2 2. CAGR calculated using the midpoint values for 2021E and 2025E CONFIDENTIAL…FIRMLY POSITIONED IN THE STRUCTURALLY ATTRACTIVE LUXURY MARKET Personal Luxury Goods Market Evolution (€bn) Key Drivers of Market Growth 1 % Global Market 15% 23% 23-26% 30-33% 380 Casualisation Digital & Direct Contact 360 295 281 250 217 China Emotions & Experientiality 76 Point of View on Future Generational & Inspiration Shift 1996 2019 2020 2021 2025 Sources: Bain-Altagamma worldwide luxury market monitor, Spring Update 2021 edition for global market size 1996, 2019, 2020E, 2021E; Market estimates for global market size 2025E and for China’s share of the global market Notes: 1. Data for Greater China 2 2. CAGR calculated using the midpoint values for 2021E and 2025E CONFIDENTIAL

TABLE OF CONTENTS 1. What makes Ermenegildo Zegna Group different 2. Focus on Zegna 3. The Thom Browne factor 4. Key financials overview 5. Transaction structure and valuation 3 C CO ON NF FIID DE EN NT TIIA AL LTABLE OF CONTENTS 1. What makes Ermenegildo Zegna Group different 2. Focus on Zegna 3. The Thom Browne factor 4. Key financials overview 5. Transaction structure and valuation 3 C CO ON NF FIID DE EN NT TIIA AL L

OUR VISION …AND LET ME TELL YOU WHY WE WERE ALL WEARING A SUIT, AND TODAY I’M NOT… SECTION 1 4 C CO ON NF FIID DE EN NT TIIA AL LOUR VISION …AND LET ME TELL YOU WHY WE WERE ALL WEARING A SUIT, AND TODAY I’M NOT… SECTION 1 4 C CO ON NF FIID DE EN NT TIIA AL L

5 CONFIDENTIAL5 CONFIDENTIAL

Zegna FW 2021 collection 6 CONFIDENTIALZegna FW 2021 collection 6 CONFIDENTIAL

Strong footprint in Greater China Shenzhen MixC Hong Kong Peking Road Hangzhou MixC 7 CONFIDENTIALStrong footprint in Greater China Shenzhen MixC Hong Kong Peking Road Hangzhou MixC 7 CONFIDENTIAL

Thom Browne FW 2021 collection 8 CONFIDENTIALThom Browne FW 2021 collection 8 CONFIDENTIAL

Craftsmanship excellence 9 CONFIDENTIALCraftsmanship excellence 9 CONFIDENTIAL

THE TEAM ERMENEGILDO GIANLUCA EDOARDO RODRIGO ALESSANDRO THOM ANTONIO (GILDO) ZEGNA TAGLIABUE ZEGNA BAZAN SARTORI BROWNE GATTI IIAC Advisor Group CEO Group COO Chief Marketing, Digital and Thom Browne Zegna Thom Browne and CFO Sustainability Officer CEO Artistic Director Founder & Chief Investindustrial Creative Officer Managing Principal 10 CONFIDENTIALTHE TEAM ERMENEGILDO GIANLUCA EDOARDO RODRIGO ALESSANDRO THOM ANTONIO (GILDO) ZEGNA TAGLIABUE ZEGNA BAZAN SARTORI BROWNE GATTI IIAC Advisor Group CEO Group COO Chief Marketing, Digital and Thom Browne Zegna Thom Browne and CFO Sustainability Officer CEO Artistic Director Founder & Chief Investindustrial Creative Officer Managing Principal 10 CONFIDENTIAL

1. What makes Ermenegildo Zegna Group different A UNIQUE OPPORTUNITY IN THE LUXURY SPACE 1. HERITAGE AND SUSTAINABILITY AT THE CORE 4. A NATURAL PLATFORM FOR GROWTH IN THE LUXURY SPACE (ZEGNA & THOM BROWNE) 2. THE MADE IN ITALY LUXURY LABORATORY PLATFORM 5. AN EXPERIENCED MANAGEMENT TEAM COMBINING FAMILY AND OUTSIDE TALENT 3. A GLOBAL GROUP AND PIONEER IN CHINA 11 CONFIDENTIAL1. What makes Ermenegildo Zegna Group different A UNIQUE OPPORTUNITY IN THE LUXURY SPACE 1. HERITAGE AND SUSTAINABILITY AT THE CORE 4. A NATURAL PLATFORM FOR GROWTH IN THE LUXURY SPACE (ZEGNA & THOM BROWNE) 2. THE MADE IN ITALY LUXURY LABORATORY PLATFORM 5. AN EXPERIENCED MANAGEMENT TEAM COMBINING FAMILY AND OUTSIDE TALENT 3. A GLOBAL GROUP AND PIONEER IN CHINA 11 CONFIDENTIAL

1.1 What makes Ermenegildo Zegna Group different HERITAGE AND SUSTAINABILITY AT THE CORE ACTIONS SPEAK LOUDER THAN WORDS * *Oasi Zegna will be demerged as part of the real estate business disposition that is expected to occur prior to the consummation of a potential transaction 12 C CO ON NF FIID DE EN NT TIIA AL L1.1 What makes Ermenegildo Zegna Group different HERITAGE AND SUSTAINABILITY AT THE CORE ACTIONS SPEAK LOUDER THAN WORDS * *Oasi Zegna will be demerged as part of the real estate business disposition that is expected to occur prior to the consummation of a potential transaction 12 C CO ON NF FIID DE EN NT TIIA AL L

1.2 What makes Ermenegildo Zegna Group different THE MADE IN ITALY LUXURY LABORATORY PLATFORM OUR UNIQUE STORY OF VERTICAL INTEGRATION FROM SHEEP TO SHOP, FROM MEN TO TERRITORY, FROM FACTORY TO PEOPLE This is the original dream of our founder, a fully integrated structure connecting animals to humans, natural environment to local communities, with a short and circular supply chain 13 13 C CO ON NF FIID DE EN NT TIIA AL L1.2 What makes Ermenegildo Zegna Group different THE MADE IN ITALY LUXURY LABORATORY PLATFORM OUR UNIQUE STORY OF VERTICAL INTEGRATION FROM SHEEP TO SHOP, FROM MEN TO TERRITORY, FROM FACTORY TO PEOPLE This is the original dream of our founder, a fully integrated structure connecting animals to humans, natural environment to local communities, with a short and circular supply chain 13 13 C CO ON NF FIID DE EN NT TIIA AL L

1.2 What makes Ermenegildo Zegna Group different THE MADE IN ITALY LUXURY LABORATORY PLATFORM OUR UNIQUE STORY OF VERTICAL INTEGRATION OUR OWN LUXURY LABORATORY 1 ~250 people dedicated to R&D Serving proprietary brands ✓ Privileged procurement of finest fibres and fabrics Potential new acquisitions ✓ Enhanced traceability and quality control of the raw material ✓ Diversification of exposure to luxury sector trends Top luxury players as key clients ✓ Flexible, circular & sustainable supply chain Potential new acquisitions and others Sources: Company information Note: 14 14 1. As of Jan-21 C CO ON NF FIID DE EN NT TIIA AL L1.2 What makes Ermenegildo Zegna Group different THE MADE IN ITALY LUXURY LABORATORY PLATFORM OUR UNIQUE STORY OF VERTICAL INTEGRATION OUR OWN LUXURY LABORATORY 1 ~250 people dedicated to R&D Serving proprietary brands ✓ Privileged procurement of finest fibres and fabrics Potential new acquisitions ✓ Enhanced traceability and quality control of the raw material ✓ Diversification of exposure to luxury sector trends Top luxury players as key clients ✓ Flexible, circular & sustainable supply chain Potential new acquisitions and others Sources: Company information Note: 14 14 1. As of Jan-21 C CO ON NF FIID DE EN NT TIIA AL L

1.2 What makes Ermenegildo Zegna Group different THE MADE IN ITALY LUXURY LABORATORY PLATFORM OUR KEY INNOVATION INITIATIVES Made-to-Measure #UseTheExisting Digitalization of the garment making the dream of zero waste possible the king of services from design, to sampling and customer customization 01 1 SWATCHBOOK Prime Matter Threads 2 15% waste PATTERN-BASED Modify 3D SAMPLES Reuse 3 Fabric Upcycle UPLOAD GARMENTS cut outs RENDERING 15% waste 4 VIRTUAL FITTING Garments 5 15% waste CONSUMER 03 02 AVATARS End of life Creation ▪ MtM garment in <4 weeks “This garment includes natural discarded materials, which have been reused with innovative processes” ▪ ~10% of Zegna Branded Products revenues with an efficient business model and no waste ▪ From formal to leisurewear & accessories Sources: Company information 15 15 C CO ON NF FIID DE EN NT TIIA AL L1.2 What makes Ermenegildo Zegna Group different THE MADE IN ITALY LUXURY LABORATORY PLATFORM OUR KEY INNOVATION INITIATIVES Made-to-Measure #UseTheExisting Digitalization of the garment making the dream of zero waste possible the king of services from design, to sampling and customer customization 01 1 SWATCHBOOK Prime Matter Threads 2 15% waste PATTERN-BASED Modify 3D SAMPLES Reuse 3 Fabric Upcycle UPLOAD GARMENTS cut outs RENDERING 15% waste 4 VIRTUAL FITTING Garments 5 15% waste CONSUMER 03 02 AVATARS End of life Creation ▪ MtM garment in <4 weeks “This garment includes natural discarded materials, which have been reused with innovative processes” ▪ ~10% of Zegna Branded Products revenues with an efficient business model and no waste ▪ From formal to leisurewear & accessories Sources: Company information 15 15 C CO ON NF FIID DE EN NT TIIA AL L

1.3 What makes Ermenegildo Zegna Group different A GLOBAL GROUP AND PIONEER IN CHINA 3 Zegna Group presence in Greater China Zegna brand performance in China vs. Selected Peers 1 Zegna Group 2021E Apparel & Accessories revenue split by region (€m) Brand Awareness 92% Gen Z awareness Rest of APAC 86% Millennials awareness 9% 1990s Greater 97% 97% 96% 86% China 73% 72% 71% Launched 51% Americas in China 15% 1 €1,041m 104 DOS footprint in 2 Category 1Category 2Category 3Category 4 Greater China EMEA 25% 4 ~2x larger penetration in Net Promoter Score Greater China vs. the market 50% 49% Global Personal Luxury Goods 43% 41% In the medium term 38% Market in 2021E (€bn) Greater China 23-26% 22% 22% Chinese consumers will represent 46-48% of the €250-295bn global personal Category 1 Category 2 Category 3 Category 4 luxury goods 5 market in 2025E Sources: Management estimates as of Jun-21 for 2021E Zegna business plan, global market estimates and respective split by geography; Kantar 2021 Survey for brand awareness and NPS scores, Notes: 1. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 2. Estimated number of Zegna and Thom Browne DOS at 2021 year-end 3. Selected peers only, including Gucci, Hermès, Louis Vuitton, Moncler, Brunello Cucinelli and Loro Piana 4. % resulting from subtracting the % of brand detractors from the % of brand promoters. Brand promoters and detractors are determined through a survey measuring on a scale from 0 to 10 how 16 likely a consumer is to recommend a brand to a friend or a colleague (from 0 to 6 is a detractor; from 9 to 10 is a promoter) 5. Based on Bain-Altagamma worldwide luxury market monitor, 2020 edition; Chinese consumers demand over both purchases at home and travel C CO ON NF FIID DE EN NT TIIA AL L1.3 What makes Ermenegildo Zegna Group different A GLOBAL GROUP AND PIONEER IN CHINA 3 Zegna Group presence in Greater China Zegna brand performance in China vs. Selected Peers 1 Zegna Group 2021E Apparel & Accessories revenue split by region (€m) Brand Awareness 92% Gen Z awareness Rest of APAC 86% Millennials awareness 9% 1990s Greater 97% 97% 96% 86% China 73% 72% 71% Launched 51% Americas in China 15% 1 €1,041m 104 DOS footprint in 2 Category 1Category 2Category 3Category 4 Greater China EMEA 25% 4 ~2x larger penetration in Net Promoter Score Greater China vs. the market 50% 49% Global Personal Luxury Goods 43% 41% In the medium term 38% Market in 2021E (€bn) Greater China 23-26% 22% 22% Chinese consumers will represent 46-48% of the €250-295bn global personal Category 1 Category 2 Category 3 Category 4 luxury goods 5 market in 2025E Sources: Management estimates as of Jun-21 for 2021E Zegna business plan, global market estimates and respective split by geography; Kantar 2021 Survey for brand awareness and NPS scores, Notes: 1. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 2. Estimated number of Zegna and Thom Browne DOS at 2021 year-end 3. Selected peers only, including Gucci, Hermès, Louis Vuitton, Moncler, Brunello Cucinelli and Loro Piana 4. % resulting from subtracting the % of brand detractors from the % of brand promoters. Brand promoters and detractors are determined through a survey measuring on a scale from 0 to 10 how 16 likely a consumer is to recommend a brand to a friend or a colleague (from 0 to 6 is a detractor; from 9 to 10 is a promoter) 5. Based on Bain-Altagamma worldwide luxury market monitor, 2020 edition; Chinese consumers demand over both purchases at home and travel C CO ON NF FIID DE EN NT TIIA AL L

1.4 What makes Ermenegildo Zegna Group different A NATURAL PLATFORM FOR GROWTH IN THE LUXURY SPACE The benefits of the WHY THOM BROWNE? Platform: • Increase exposure to a new (Revenues, younger customer base 1 US$m) ✓ Fully-fledged • Established iconic brand “modular” luxury laboratory ~2x with strong growth ✓ Primary knowledge potential 271 of the Chinese market • Potential across channels ✓ Capabilities to act as 2 139 (DTC ) and categories technology layer (Womenswear & Accessories) ✓ Scalability, industrial and retail expertise • Leverage on and further Before acquisition Today develop digital strength (2018A) (2021E) Source: Company information and estimates Notes: 1. Including royalties 2. Stands for “direct-to-consumer” 17 CONFIDENTIAL

Focus on Zegna SECTION 2 18 C CO ON NF FIID DE EN NT TIIA AL LFocus on Zegna SECTION 2 18 C CO ON NF FIID DE EN NT TIIA AL L

2. Focus on Zegna ZEGNA BELONGS TO TODAY THE (RE)SET FROM STATUS… …TO COMFORT May 2021 YTD Luxury 2016A 2019A 2023E Leisurewear @ 51% ZEGNA LUXURY LEISUREWEAR 38% 45% 53% 1 ZEGNA LEATHER ACCESSORIES 15% 14% 17% ZEGNA FORMALWEAR 44% 38% 27% 2 as a % of revenues At the forefront of the modern man – from tailoring to leisurewear Sources: Company information and estimates Notes: 1. Shoes, belts, bags and small and large leather goods 2. Based on Zegna Branded Products revenues (including Licensed goods, Royalties and other Zegna Branded Products that, in addition to the above- 19 19 mentioned categories, are worth ca. 3% on revenues) C CO ON NF FIID DE EN NT TIIA AL L2. Focus on Zegna ZEGNA BELONGS TO TODAY THE (RE)SET FROM STATUS… …TO COMFORT May 2021 YTD Luxury 2016A 2019A 2023E Leisurewear @ 51% ZEGNA LUXURY LEISUREWEAR 38% 45% 53% 1 ZEGNA LEATHER ACCESSORIES 15% 14% 17% ZEGNA FORMALWEAR 44% 38% 27% 2 as a % of revenues At the forefront of the modern man – from tailoring to leisurewear Sources: Company information and estimates Notes: 1. Shoes, belts, bags and small and large leather goods 2. Based on Zegna Branded Products revenues (including Licensed goods, Royalties and other Zegna Branded Products that, in addition to the above- 19 19 mentioned categories, are worth ca. 3% on revenues) C CO ON NF FIID DE EN NT TIIA AL L

2. Focus on Zegna ZEGNA BELONGS TO TODAY THE (RE)SET In order to retain its relevance, strengthen positioning and attract new customers, we believe a brand needs to… A B C …create iconic products …focus on being recognized visually …attract new customers that define you ONE BRAND ONE MESSAGE WITH RECOGNIZABLE SIGNS Source: Company information 20 CONFIDENTIAL2. Focus on Zegna ZEGNA BELONGS TO TODAY THE (RE)SET In order to retain its relevance, strengthen positioning and attract new customers, we believe a brand needs to… A B C …create iconic products …focus on being recognized visually …attract new customers that define you ONE BRAND ONE MESSAGE WITH RECOGNIZABLE SIGNS Source: Company information 20 CONFIDENTIAL

2.A Focus on Zegna ZEGNA BELONGS TO TODAY THE NEW ERA TODAY TOMORROW ONE BRAND A STRONG SINGLE BRAND, WITH A NEW SIGNIFIER EXPECTED TO BE LAUNCHED AT LISTING IN AUTUMN 2021 Source: Company information 21 21 CONFIDENTIAL2.A Focus on Zegna ZEGNA BELONGS TO TODAY THE NEW ERA TODAY TOMORROW ONE BRAND A STRONG SINGLE BRAND, WITH A NEW SIGNIFIER EXPECTED TO BE LAUNCHED AT LISTING IN AUTUMN 2021 Source: Company information 21 21 CONFIDENTIAL

2.B Focus on Zegna ZEGNA BELONGS TO TODAY CREATING ICONS The Triple Stitch: a successful iconic product delivering superior growth Triple Stitch sneakers have been extremely successful, as demonstrated by the superior growth they generated across channels despite COVID-19 Triple Stitch collection 2019 2020 2021E # pairs sold 1 (thousands, globally) 52.5 16.7 14.8 Source: Company information and estimates Note: 22 22 1. Based on Retail and Wholesale revenues CONFIDENTIAL2.B Focus on Zegna ZEGNA BELONGS TO TODAY CREATING ICONS The Triple Stitch: a successful iconic product delivering superior growth Triple Stitch sneakers have been extremely successful, as demonstrated by the superior growth they generated across channels despite COVID-19 Triple Stitch collection 2019 2020 2021E # pairs sold 1 (thousands, globally) 52.5 16.7 14.8 Source: Company information and estimates Note: 22 22 1. Based on Retail and Wholesale revenues CONFIDENTIAL

2.C Focus on Zegna ZEGNA BELONGS TO TODAY ATTRACTING NEW CUSTOMERS The ZEGNA X FEAR OF GOD collaboration - Some data points on a successful recent initiative Key KPIs Collection revenues split Best selling items 1 By region (%) REST OF APAC 10% EMEA 10% AMERICAS 18% GREATER CHINA 62% 1 By channel (%) By customer base (%) Organic reach EXISTING CUSTOMERS OFFLINE of 100 million users 2 (AOV €1,800) 62% 12% Acquired 15,000 new younger Fear Of God users Sold out aged 18-34 ONLINE NEW CUSTOMERS 2 after 2 days 38% (AOV €1,000) 88% Sources: Company information 23 23 Note: 1. Refers to DTC only 2. Stands for “Average Order Value” CONFIDENTIAL2.C Focus on Zegna ZEGNA BELONGS TO TODAY ATTRACTING NEW CUSTOMERS The ZEGNA X FEAR OF GOD collaboration - Some data points on a successful recent initiative Key KPIs Collection revenues split Best selling items 1 By region (%) REST OF APAC 10% EMEA 10% AMERICAS 18% GREATER CHINA 62% 1 By channel (%) By customer base (%) Organic reach EXISTING CUSTOMERS OFFLINE of 100 million users 2 (AOV €1,800) 62% 12% Acquired 15,000 new younger Fear Of God users Sold out aged 18-34 ONLINE NEW CUSTOMERS 2 after 2 days 38% (AOV €1,000) 88% Sources: Company information 23 23 Note: 1. Refers to DTC only 2. Stands for “Average Order Value” CONFIDENTIAL

The Thom Browne factor SECTION 3 24 CONFIDENTIALThe Thom Browne factor SECTION 3 24 CONFIDENTIAL

3. The Thom Browne factor DISTINCTIVE MODERN LUXURY The Thom Browne Team Sources: Company information 25 CONFIDENTIAL3. The Thom Browne factor DISTINCTIVE MODERN LUXURY The Thom Browne Team Sources: Company information 25 CONFIDENTIAL

3. The Thom Browne factor DISTINCTIVE MODERN LUXURY Womenswear 26% 30% 38% as % of revenues ~15% CAGR ~25% 361 CAGR 271 139 Revenues 1 (US$m) Before acquisition Today Tomorrow (2018A) (2021E) (2023E) stable +~4% 2 Adj. EBIT as % of ~14% 14% 18% revenues +44 +25 3 Total retail network 32 76 101 ✓ Full integration ✓ Embodies Zegna’s ✓ Successfully leveraged The benefits of a strong fit with Zegna’s innovation and Zegna’s primary with the Zegna platform luxury laboratory digital initiatives knowledge of the Chinese market Source: Company information and estimates; Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Includes royalties 2. Refers to 2019 26 26 3. Includes DOS, franchised and travel retail stores, as well as shop-in-shop concessions CONFIDENTIAL3. The Thom Browne factor DISTINCTIVE MODERN LUXURY Womenswear 26% 30% 38% as % of revenues ~15% CAGR ~25% 361 CAGR 271 139 Revenues 1 (US$m) Before acquisition Today Tomorrow (2018A) (2021E) (2023E) stable +~4% 2 Adj. EBIT as % of ~14% 14% 18% revenues +44 +25 3 Total retail network 32 76 101 ✓ Full integration ✓ Embodies Zegna’s ✓ Successfully leveraged The benefits of a strong fit with Zegna’s innovation and Zegna’s primary with the Zegna platform luxury laboratory digital initiatives knowledge of the Chinese market Source: Company information and estimates; Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Includes royalties 2. Refers to 2019 26 26 3. Includes DOS, franchised and travel retail stores, as well as shop-in-shop concessions CONFIDENTIAL

3. The Thom Browne factor DISTINCTIVE MODERN LUXURY A creative, thought-provoking designer with a strong tailoring aesthetic, Thom Browne is recognized for creating and establishing a new silhouette in menswear Sources: Company information 27 27 CONFIDENTIAL3. The Thom Browne factor DISTINCTIVE MODERN LUXURY A creative, thought-provoking designer with a strong tailoring aesthetic, Thom Browne is recognized for creating and establishing a new silhouette in menswear Sources: Company information 27 27 CONFIDENTIAL

3. The Thom Browne factor DISTINCTIVE MODERN LUXURY Craftmanship Sources: Company information 28 CONFIDENTIAL3. The Thom Browne factor DISTINCTIVE MODERN LUXURY Craftmanship Sources: Company information 28 CONFIDENTIAL

3. The Thom Browne factor DISTINCTIVE MODERN LUXURY Brand awareness Cardi B Danai Gurira Maisie Williams Janelle Monàe OBJ Timothée Chalamet Pusha T Cole Sprouse Brie Larson Xiao Wen Ju Kristen Stewart Liu Wen LaKeith Stanfield Lee Pace LeBron James BTS Sources: Company information 29 CONFIDENTIAL3. The Thom Browne factor DISTINCTIVE MODERN LUXURY Brand awareness Cardi B Danai Gurira Maisie Williams Janelle Monàe OBJ Timothée Chalamet Pusha T Cole Sprouse Brie Larson Xiao Wen Ju Kristen Stewart Liu Wen LaKeith Stanfield Lee Pace LeBron James BTS Sources: Company information 29 CONFIDENTIAL

Rodrigo Bazan to review 3. The Thom Browne factor DISTINCTIVE MODERN LUXURY The store is unexpected, yet designed to feel like the interior of a home; always protected from view with either venetian blinds or a marble façade Sources: Company information 30 30 CONFIDENTIAL CONFIDENTIALRodrigo Bazan to review 3. The Thom Browne factor DISTINCTIVE MODERN LUXURY The store is unexpected, yet designed to feel like the interior of a home; always protected from view with either venetian blinds or a marble façade Sources: Company information 30 30 CONFIDENTIAL CONFIDENTIAL

Company/Rodrigo to review 3. The Thom Browne factor HOW WE WILL GROW THE THOM BROWNE BRAND Expansion Womenswear of clients Brand awareness & Accessories • Continue the successful • Pursue a very significant • Expand significantly development of our expansion of clients, brand awareness and product strategies with without losing the current customer base further growth in very loyal and significant Womenswear and client base Accessories • Customer Value Management program “Thomness” Wholesale DTC growth • Continue to play a unique • Continue to build most of the • Maintain wholesale with expression of classic/highly growth in DTC, both in retail limited volume to use as creative, tailoring/sportswear, and very successful e- platform for global visibility modernity/mid-century business through various and awareness inspired and most importantly platforms catering to very wide range of clients Source: Company information 31 31 CONFIDENTIALCompany/Rodrigo to review 3. The Thom Browne factor HOW WE WILL GROW THE THOM BROWNE BRAND Expansion Womenswear of clients Brand awareness & Accessories • Continue the successful • Pursue a very significant • Expand significantly development of our expansion of clients, brand awareness and product strategies with without losing the current customer base further growth in very loyal and significant Womenswear and client base Accessories • Customer Value Management program “Thomness” Wholesale DTC growth • Continue to play a unique • Continue to build most of the • Maintain wholesale with expression of classic/highly growth in DTC, both in retail limited volume to use as creative, tailoring/sportswear, and very successful e- platform for global visibility modernity/mid-century business through various and awareness inspired and most importantly platforms catering to very wide range of clients Source: Company information 31 31 CONFIDENTIAL

Key financials overview SECTION 4 32 CONFIDENTIALKey financials overview SECTION 4 32 CONFIDENTIAL

4. Key financials overview ZEGNA GROUP’S NUMBERS AT A GLANCE 2021E 2021E 1 Greater China share of Apparel & Core revenues 2 Accessories revenues €1,207m 51% (vs. 41% in 2019) 2021E 2021E 3 DTC share of Apparel & Core Adj. EBITDA 2 Accessories revenues €264m 77% (vs. 74% in 2019) 2021E 2021E 4 Core net financial indebtedness Core Adj. EBIT €111m €84m Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Includes €8m eliminations between Segments 2. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 3. Includes e-commerce revenues 33 4. Computed as (+) debt items (-) cash items; includes €92m one-off cash outflows, i.e. €43m related to purchase price and related charges for the acquisition of 50% of the New Bond Street (London) building, €6m cash contribution to Agnona, €32m related to the acquisition of a 5% stake in Thom Browne and €11m impact from Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition CONFIDENTIAL4. Key financials overview ZEGNA GROUP’S NUMBERS AT A GLANCE 2021E 2021E 1 Greater China share of Apparel & Core revenues 2 Accessories revenues €1,207m 51% (vs. 41% in 2019) 2021E 2021E 3 DTC share of Apparel & Core Adj. EBITDA 2 Accessories revenues €264m 77% (vs. 74% in 2019) 2021E 2021E 4 Core net financial indebtedness Core Adj. EBIT €111m €84m Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Includes €8m eliminations between Segments 2. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 3. Includes e-commerce revenues 33 4. Computed as (+) debt items (-) cash items; includes €92m one-off cash outflows, i.e. €43m related to purchase price and related charges for the acquisition of 50% of the New Bond Street (London) building, €6m cash contribution to Agnona, €32m related to the acquisition of a 5% stake in Thom Browne and €11m impact from Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition CONFIDENTIAL

4. Key financials overview ZEGNA GROUP’S KEY BUSINESS PLAN GROWTH LEVERS Key positive Key growth levers Detail by brand market tailwinds 1 Luxury Leisurewear & Leather Accessories PRODUCT CATEGORIES Womenswear and accessories + Casualisation 2 Retail footprint optimization & digital acceleration CHANNEL MIX Direct-to-consumer (DTC) expansion (retail & online) + 3 China leadership and domestic customers growth in Americas and EMEA Digital & Direct Contact GEOGRAPHICAL FOOTPRINT Global brand awareness push = Revenues density increase Pricing leverage Cost efficiency PROFITABILITY China Pricing / Channel mix Scale Sources: Company information, Bain-Altagamma worldwide luxury market monitor, Spring Update 2021 edition 34 CONFIDENTIAL4. Key financials overview ZEGNA GROUP’S KEY BUSINESS PLAN GROWTH LEVERS Key positive Key growth levers Detail by brand market tailwinds 1 Luxury Leisurewear & Leather Accessories PRODUCT CATEGORIES Womenswear and accessories + Casualisation 2 Retail footprint optimization & digital acceleration CHANNEL MIX Direct-to-consumer (DTC) expansion (retail & online) + 3 China leadership and domestic customers growth in Americas and EMEA Digital & Direct Contact GEOGRAPHICAL FOOTPRINT Global brand awareness push = Revenues density increase Pricing leverage Cost efficiency PROFITABILITY China Pricing / Channel mix Scale Sources: Company information, Bain-Altagamma worldwide luxury market monitor, Spring Update 2021 edition 34 CONFIDENTIAL

4. Key financials overview ZEGNA GROUP KEY FINANCIALS Core revenues (€m) Core Adj. EBIT (€m) +11% (23%) +20% +11% +10% 9% 9% 2% 9% 11% 12% including Thom Browne 12 1 months contribution 1,476 173 1,342 1,271 1,306 142 1,207 1,173 116 111 1,005 1 103 17 2018A 2019A 2020A 2021E 2022E 2023E 2018A 2019A 2020A 2021E 2022E 2023E 261 287 188 264 312 354 2 x% x% x Core revenues y-o-y growth (%) Core Adj. EBIT margin (%) Core Adj. EBITDA (€m) Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Reported figures include 1 month contribution from Thom Browne in 2018, given it was consolidated in Zegna Group financials starting from 30-Nov-18 35 2. Defined as Core Adj. EBIT / Core revenues CONFIDENTIAL4. Key financials overview ZEGNA GROUP KEY FINANCIALS Core revenues (€m) Core Adj. EBIT (€m) +11% (23%) +20% +11% +10% 9% 9% 2% 9% 11% 12% including Thom Browne 12 1 months contribution 1,476 173 1,342 1,271 1,306 142 1,207 1,173 116 111 1,005 1 103 17 2018A 2019A 2020A 2021E 2022E 2023E 2018A 2019A 2020A 2021E 2022E 2023E 261 287 188 264 312 354 2 x% x% x Core revenues y-o-y growth (%) Core Adj. EBIT margin (%) Core Adj. EBITDA (€m) Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Reported figures include 1 month contribution from Thom Browne in 2018, given it was consolidated in Zegna Group financials starting from 30-Nov-18 35 2. Defined as Core Adj. EBIT / Core revenues CONFIDENTIAL

4. Key financials overview ZEGNA GROUP CURRENT TRADING (2021 vs 2019) (8%) Core revenues (€m, at actual currency) 1,306 1,207 • Q1 21 at -4% vs Q1 19 • Apr-May 21 in acceleration: flat performance vs Apr-May 19 (2%) 508 497 2019A 2021A 2019A 2021E May-YTD Full Year Sources: Company information and estimates Note: See Appendix for important information about Core and other non-IFRS financial metrics 36 CONFIDENTIAL4. Key financials overview ZEGNA GROUP CURRENT TRADING (2021 vs 2019) (8%) Core revenues (€m, at actual currency) 1,306 1,207 • Q1 21 at -4% vs Q1 19 • Apr-May 21 in acceleration: flat performance vs Apr-May 19 (2%) 508 497 2019A 2021A 2019A 2021E May-YTD Full Year Sources: Company information and estimates Note: See Appendix for important information about Core and other non-IFRS financial metrics 36 CONFIDENTIAL

4. Key financials overview ZEGNA GROUP (€m) CORE REVENUES EVOLUTION BY PRODUCT CATEGORY (€M) CAGR +3.1% CAGR 2019A-23E growth mostly driven by knitwear, outerwear, jersey, “new jackets” and growth mostly driven by sneakers “new trousers” 28 4 1,476 76 19 9 12 45 (14%) 54 1,306 95 180 126 +4% 18 1,207 Textile & 97 1 growth mostly driven by further DTC, 15 Zegna Branded Products Strategic 75 womenswear and accessories expansion 110 306 +17% Alliances 151 76 €94m including intercompany Textile sales to 206 161 the Zegna and Thom Browne brands (0%) 27 230 28 261 (7%) 19 351 249 165 Zegna +6% Branded 972 129 120 1 Products 811 921 518 +6% 423 413 // 3 2019A 2021E Zegna Luxury Zegna Leather Zegna Other Zegna Thom Browne Textile & Other minor 2023E Leisurewear Accessories Formalwear Branded Strategic 2 Products Alliances Zegna Luxury Zegna Leather Zegna Formalwear Other Zegna 3 Thom Browne Textile & Strategic Alliances Other minor 2 Leisurewear Accessories Branded Products Textile Strategic Alliances Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 37 2. Includes licensed goods, royalties and other Zegna products 3. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, and other minor business belonging to the Zegna Segment CONFIDENTIAL4. Key financials overview ZEGNA GROUP (€m) CORE REVENUES EVOLUTION BY PRODUCT CATEGORY (€M) CAGR +3.1% CAGR 2019A-23E growth mostly driven by knitwear, outerwear, jersey, “new jackets” and growth mostly driven by sneakers “new trousers” 28 4 1,476 76 19 9 12 45 (14%) 54 1,306 95 180 126 +4% 18 1,207 Textile & 97 1 growth mostly driven by further DTC, 15 Zegna Branded Products Strategic 75 womenswear and accessories expansion 110 306 +17% Alliances 151 76 €94m including intercompany Textile sales to 206 161 the Zegna and Thom Browne brands (0%) 27 230 28 261 (7%) 19 351 249 165 Zegna +6% Branded 972 129 120 1 Products 811 921 518 +6% 423 413 // 3 2019A 2021E Zegna Luxury Zegna Leather Zegna Other Zegna Thom Browne Textile & Other minor 2023E Leisurewear Accessories Formalwear Branded Strategic 2 Products Alliances Zegna Luxury Zegna Leather Zegna Formalwear Other Zegna 3 Thom Browne Textile & Strategic Alliances Other minor 2 Leisurewear Accessories Branded Products Textile Strategic Alliances Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 37 2. Includes licensed goods, royalties and other Zegna products 3. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, and other minor business belonging to the Zegna Segment CONFIDENTIAL

4. Key financials overview ZEGNA GROUP CORE REVENUES EVOLUTION BY GEOGRAPHY ( (€ €M m)) +3.1% CAGR CAGR 2019A-23E 4 1,476 28 45 88 19 54 (14%) 44 1,306 180 60 126 +4% 18 1,207 Textile & 97 Strategic 15 (2%) 200 75 110 Alliances 151 • return to pre-COVID levels 76 206 • Americas decline vs. 2019 Wholesale 213 155 (and FX) 348 +4% 260 302 140 +3% 96 126 +8% 590 530 441 46% 51% 41% // 1 2019A 2021E Greater China Rest of APAC EMEA Americas Textile & Other minor 2023E Strategic Alliances 1 Greater China Rest of APAC EMEA Americas Textile & Strategic Alliances Other minor Textile Strategic Alliances 2 x Greater China revenues as a % of Apparel & Accessories revenues Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, and other minor business belonging to the Zegna Segment 38 2. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances CONFIDENTIAL4. Key financials overview ZEGNA GROUP CORE REVENUES EVOLUTION BY GEOGRAPHY ( (€ €M m)) +3.1% CAGR CAGR 2019A-23E 4 1,476 28 45 88 19 54 (14%) 44 1,306 180 60 126 +4% 18 1,207 Textile & 97 Strategic 15 (2%) 200 75 110 Alliances 151 • return to pre-COVID levels 76 206 • Americas decline vs. 2019 Wholesale 213 155 (and FX) 348 +4% 260 302 140 +3% 96 126 +8% 590 530 441 46% 51% 41% // 1 2019A 2021E Greater China Rest of APAC EMEA Americas Textile & Other minor 2023E Strategic Alliances 1 Greater China Rest of APAC EMEA Americas Textile & Strategic Alliances Other minor Textile Strategic Alliances 2 x Greater China revenues as a % of Apparel & Accessories revenues Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, and other minor business belonging to the Zegna Segment 38 2. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances CONFIDENTIAL

4. Key financials overview ZEGNA GROUP CORE ADJ. EBIT EVOLUTION From 2019A to 2020A Adj. EBIT From 2020A to 2021E Adj. EBIT From 2021E to 2023E Adj. EBIT Dec-YE COVID-19 Breakup Recovery Phase Expansion Phase 2019A 2020A 2021E Starting Core Adj. EBIT 9% 2% 9% €116m €17m €111m ∆ revenues ~(€300m) ~+€200m ~+€270m 1 ∆ gross margin % Spring 2020 inventory impact Country & Channel mix Price increase & Product mix 2 Positive leverage with cost increase ∆ opex Cost efficiency Slight bounce-back of costs, but still (marketing, digital, retail expansion) at a (contingent and structural) structurally below 2019 lower growth rate than revenues 2020A 2021E 2023E Ending Core Adj. EBIT 2% 12% 9% €17m €111m €173m 3 Positive impact on Adj. EBIT Negative impact on Adj. EBIT Reference year x Core Adj. EBIT margin (%) 20XX Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Defined as revenues net of cost of goods sold and charges related to obsolete stock 39 2. Defined as selling expenses, general & administrative expenses, marketing cost and depreciation not included in cost of goods sold 3. Defined as Core Adj. EBIT / Core revenues CONFIDENTIAL4. Key financials overview ZEGNA GROUP CORE ADJ. EBIT EVOLUTION From 2019A to 2020A Adj. EBIT From 2020A to 2021E Adj. EBIT From 2021E to 2023E Adj. EBIT Dec-YE COVID-19 Breakup Recovery Phase Expansion Phase 2019A 2020A 2021E Starting Core Adj. EBIT 9% 2% 9% €116m €17m €111m ∆ revenues ~(€300m) ~+€200m ~+€270m 1 ∆ gross margin % Spring 2020 inventory impact Country & Channel mix Price increase & Product mix 2 Positive leverage with cost increase ∆ opex Cost efficiency Slight bounce-back of costs, but still (marketing, digital, retail expansion) at a (contingent and structural) structurally below 2019 lower growth rate than revenues 2020A 2021E 2023E Ending Core Adj. EBIT 2% 12% 9% €17m €111m €173m 3 Positive impact on Adj. EBIT Negative impact on Adj. EBIT Reference year x Core Adj. EBIT margin (%) 20XX Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Defined as revenues net of cost of goods sold and charges related to obsolete stock 39 2. Defined as selling expenses, general & administrative expenses, marketing cost and depreciation not included in cost of goods sold 3. Defined as Core Adj. EBIT / Core revenues CONFIDENTIAL

4. Key financials overview 1 FOCUS ON ZEGNA SEGMENT KEY FINANCIALS Core revenues (€m) Core Adj. EBIT (€m) (0%) (28%) +18% +10% +9% 9% 8% n.m. 8% 9% 10% 119 1,179 1,153 1,150 1,082 985 99 96 94 834 80 (10) 2018A 2019A 2020A 2021E 2022E 2023E 2018A 2019A 2020A 2021E 2022E 2023E 2 x% Core revenues y-o-y growth x% Core Adj. EBIT margin Sources: Company information and estimates Note: See Appendix for important information about Core and other non-IFRS financial metrics 40 1. The Zegna Segment includes Zegna Branded Products, Textile and Strategic Alliances, accounting adjustments and others 2. Defined as Core Adj. EBIT / Core revenues CONFIDENTIAL4. Key financials overview 1 FOCUS ON ZEGNA SEGMENT KEY FINANCIALS Core revenues (€m) Core Adj. EBIT (€m) (0%) (28%) +18% +10% +9% 9% 8% n.m. 8% 9% 10% 119 1,179 1,153 1,150 1,082 985 99 96 94 834 80 (10) 2018A 2019A 2020A 2021E 2022E 2023E 2018A 2019A 2020A 2021E 2022E 2023E 2 x% Core revenues y-o-y growth x% Core Adj. EBIT margin Sources: Company information and estimates Note: See Appendix for important information about Core and other non-IFRS financial metrics 40 1. The Zegna Segment includes Zegna Branded Products, Textile and Strategic Alliances, accounting adjustments and others 2. Defined as Core Adj. EBIT / Core revenues CONFIDENTIAL

4. Key financials overview FOCUS ON THOM BROWNE SEGMENT KEY FINANCIALS Revenues (€m) Adj. EBIT (€m) 1 +37% +12% +28% +17% +14% n.m. 14% 15% 14% 17% 18% 306 268 55 230 46 including Thom Browne 2 12 months contribution 180 161 31 117 27 • 22 Thom Browne consolidated since 30-Nov-18 19 2 19 n.m. 2018A 2019A 2020A 2021E 2022E 2023E 2018A 2019A 2020A 2021E 2022E 2023E x% x% 3 Revenues y-o-y growth Adj. EBIT margin Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Y-o-y growth on full 12 months 2018A Thom Browne contribution 41 2. Reported figures include 1 month contribution from Thom Browne in 2018, given it was consolidated in Zegna Group financials starting 30-Nov-18; EBIT 1-month contribution for 2018 of €4m 3. Defined as Adj. EBIT / Revenues CONFIDENTIAL4. Key financials overview FOCUS ON THOM BROWNE SEGMENT KEY FINANCIALS Revenues (€m) Adj. EBIT (€m) 1 +37% +12% +28% +17% +14% n.m. 14% 15% 14% 17% 18% 306 268 55 230 46 including Thom Browne 2 12 months contribution 180 161 31 117 27 • 22 Thom Browne consolidated since 30-Nov-18 19 2 19 n.m. 2018A 2019A 2020A 2021E 2022E 2023E 2018A 2019A 2020A 2021E 2022E 2023E x% x% 3 Revenues y-o-y growth Adj. EBIT margin Sources: Company information and estimates Notes: See Appendix for important information about Core and other non-IFRS financial metrics 1. Y-o-y growth on full 12 months 2018A Thom Browne contribution 41 2. Reported figures include 1 month contribution from Thom Browne in 2018, given it was consolidated in Zegna Group financials starting 30-Nov-18; EBIT 1-month contribution for 2018 of €4m 3. Defined as Adj. EBIT / Revenues CONFIDENTIAL

Transaction structure and valuation SECTION 5 42 CONFIDENTIALTransaction structure and valuation SECTION 5 42 CONFIDENTIAL

5. Transaction structure and valuation TRANSACTION STRUCTURE Sources & Uses Key Transaction Highlights Sources ($m) Uses ($m) Headline Valuation Existing Shareholders Rollover Equity 1,554 Existing Shareholders Rollover Equity 1,554 $3,171m 18.0x 2 3 Core Enterprise Value 2022E Adj. EBIT Multiple 4 Cash in Trust 403 Primary Proceeds 248 9 PIPE 250 Secondary Proceeds 546 $2,497m 8 1 FPA 225 Estimated Transaction Fees 84 Core Equity Value Total 2,432 Total 2,432 ~62% 4 Pro Forma Ownership and Equity Valuation (at $10.0 per share) Existing Zegna Shareholders Ownership Existing Zegna 6 Pro Forma Ownership NOSH (m) Value ($m) Free float Shareholders 26.5% Existing Zegna Shareholders 155.4 1,554 62.2% Financing Details 5 Investindustrial 28.2 282 5 6 Investindustrial Free float 66.1 661 $403m+$225m $250m 8 9 11.3% SPAC Size + FPA PIPE Size Total 249.7 2,497 $248m ~$546m 7 50% Sponsor promote shares not immediately available upon Closing, but subject to vesting conditions — 4 Primary Proceeds Secondary Proceeds thus signaling full conviction and alignment on business prospects Notes: See Appendix for important information about Core and other non-IFRS financial metrics; Conversion based on EUR:USD exchange rate of 1.20 1. Include estimated VAT amount st, 2. Includes core Net Financial Indebtedness and debt-like items as of December 31 2020, as well as adjustments for one-off cash outflows taking place in 2021 such as the cash contributions related to the New Bond Street (London) Building, Agnona and the acquisitions of a 5% stake in Thom Browne, a 60% stake in Ubertino and a 40% stake in Biagioli 3. Adj. EBIT estimates used in computing the multiple include Ubertino’s and Biagioli’s forecasted EBIT contribution 4. Illustrative $10 share price, assuming no redemptions on SPAC shares; excludes 13.4m public warrants, 6.7m private placement warrants and any warrants granted to post-closing directors of Zegna Segment and Thom Browne Segment (each warrant struck at $11.50) 5. Including 22.5m shares from $225m-equivalent forward purchase agreement, 5.03m shares from vested Sponsor promote shares and 0.62m shares invested in the PIPE by an independently managed investment subsidiary of Investindustrial VII L.P. in addition to FPA commitment; excluding 5.03m promote shares to vest after the business combination as per note 7 and potential additional shares to be issued after the exercise of warrants 6. Includes 40.3m SPAC shares, 25.0m PIPE shares (net of 0.62m shares invested in the PIPE by an independently managed investment subsidiary of Investindustrial VII L.P. in addition to FPA commitment) and additional 1.5m shares issued as management grants; excluding potential additional shares to be issued after the exercise of warrants 43 7. 35% of the Sponsor promote shares will vest when the stock price equals or exceeds $12.50, whilst 15% of the remaining Sponsor promote shares will vest when the stock price equals or exceeds $15.00 8. Please note that the FPA commitment – as agreed among parties – is equal to €184.5m for the purchase of 22.5m shares. This amount, for the purpose of this page – has been converted in USD to $225m 9. PIPE includes subscriptions made by certain directors and officers of Zegna and Thom Browne, as well as approx. $6.2m invested by an independently managed investment subsidiary of Investindustial VII L.P., in addition to the FPA commitment CONFIDENTIAL5. Transaction structure and valuation TRANSACTION STRUCTURE Sources & Uses Key Transaction Highlights Sources ($m) Uses ($m) Headline Valuation Existing Shareholders Rollover Equity 1,554 Existing Shareholders Rollover Equity 1,554 $3,171m 18.0x 2 3 Core Enterprise Value 2022E Adj. EBIT Multiple 4 Cash in Trust 403 Primary Proceeds 248 9 PIPE 250 Secondary Proceeds 546 $2,497m 8 1 FPA 225 Estimated Transaction Fees 84 Core Equity Value Total 2,432 Total 2,432 ~62% 4 Pro Forma Ownership and Equity Valuation (at $10.0 per share) Existing Zegna Shareholders Ownership Existing Zegna 6 Pro Forma Ownership NOSH (m) Value ($m) Free float Shareholders 26.5% Existing Zegna Shareholders 155.4 1,554 62.2% Financing Details 5 Investindustrial 28.2 282 5 6 Investindustrial Free float 66.1 661 $403m+$225m $250m 8 9 11.3% SPAC Size + FPA PIPE Size Total 249.7 2,497 $248m ~$546m 7 50% Sponsor promote shares not immediately available upon Closing, but subject to vesting conditions — 4 Primary Proceeds Secondary Proceeds thus signaling full conviction and alignment on business prospects Notes: See Appendix for important information about Core and other non-IFRS financial metrics; Conversion based on EUR:USD exchange rate of 1.20 1. Include estimated VAT amount st, 2. Includes core Net Financial Indebtedness and debt-like items as of December 31 2020, as well as adjustments for one-off cash outflows taking place in 2021 such as the cash contributions related to the New Bond Street (London) Building, Agnona and the acquisitions of a 5% stake in Thom Browne, a 60% stake in Ubertino and a 40% stake in Biagioli 3. Adj. EBIT estimates used in computing the multiple include Ubertino’s and Biagioli’s forecasted EBIT contribution 4. Illustrative $10 share price, assuming no redemptions on SPAC shares; excludes 13.4m public warrants, 6.7m private placement warrants and any warrants granted to post-closing directors of Zegna Segment and Thom Browne Segment (each warrant struck at $11.50) 5. Including 22.5m shares from $225m-equivalent forward purchase agreement, 5.03m shares from vested Sponsor promote shares and 0.62m shares invested in the PIPE by an independently managed investment subsidiary of Investindustrial VII L.P. in addition to FPA commitment; excluding 5.03m promote shares to vest after the business combination as per note 7 and potential additional shares to be issued after the exercise of warrants 6. Includes 40.3m SPAC shares, 25.0m PIPE shares (net of 0.62m shares invested in the PIPE by an independently managed investment subsidiary of Investindustrial VII L.P. in addition to FPA commitment) and additional 1.5m shares issued as management grants; excluding potential additional shares to be issued after the exercise of warrants 43 7. 35% of the Sponsor promote shares will vest when the stock price equals or exceeds $12.50, whilst 15% of the remaining Sponsor promote shares will vest when the stock price equals or exceeds $15.00 8. Please note that the FPA commitment – as agreed among parties – is equal to €184.5m for the purchase of 22.5m shares. This amount, for the purpose of this page – has been converted in USD to $225m 9. PIPE includes subscriptions made by certain directors and officers of Zegna and Thom Browne, as well as approx. $6.2m invested by an independently managed investment subsidiary of Investindustial VII L.P., in addition to the FPA commitment CONFIDENTIAL

5. Transaction structure and valuation Luxury Conglomerates Luxury Players OPERATIONAL BENCHMARKING : 9.4% : 15.3% 14.3% 2 11.1% 10.6% 10.1% 9.8% 9.6% 8.7% 8.6% 8.3% 3 11 23 29 9 15 12 29 18 2 : 21.7% : 32.2% 67.3% 36.8% 3 25.8% 24.7% 18.6% 13.6% 13.5% 13.1% 1 nm Source: IBES and Refinitiv Eikon as of 25-Jun-21, % EBIT Margin 2022E company public information for peers, and company information for Zegna Notes: See Appendix for important information about Core and other non-IFRS financial metrics; Zegna Group Core revenues and Core Adj. EBIT exclude impact from Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition; Data is calendarised to Dec-FYE 1. nm due to Tod’s expected EBIT for 2021 being negative 44 2. Based on Core revenues 3. Based on Core Adj. EBIT EBIT CAGR Revenue CAGR (2021E -23E) (2021E -23E) CONFIDENTIAL5. Transaction structure and valuation Luxury Conglomerates Luxury Players OPERATIONAL BENCHMARKING : 9.4% : 15.3% 14.3% 2 11.1% 10.6% 10.1% 9.8% 9.6% 8.7% 8.6% 8.3% 3 11 23 29 9 15 12 29 18 2 : 21.7% : 32.2% 67.3% 36.8% 3 25.8% 24.7% 18.6% 13.6% 13.5% 13.1% 1 nm Source: IBES and Refinitiv Eikon as of 25-Jun-21, % EBIT Margin 2022E company public information for peers, and company information for Zegna Notes: See Appendix for important information about Core and other non-IFRS financial metrics; Zegna Group Core revenues and Core Adj. EBIT exclude impact from Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition; Data is calendarised to Dec-FYE 1. nm due to Tod’s expected EBIT for 2021 being negative 44 2. Based on Core revenues 3. Based on Core Adj. EBIT EBIT CAGR Revenue CAGR (2021E -23E) (2021E -23E) CONFIDENTIAL

5. Transaction structure and valuation Luxury Conglomerates Luxury Players COMPELLING VALUATION FOR INVESTORS EV / EBIT 44.8x 37.2x 34.4x 24.3x 24.1x 1 19.4x 18.6x 18.0x nm 39.4x 29.0x 25.3x 21.7x 21.0x 17.6x 16.7x 1 14.7x nm Source: IBES and Refinitiv Eikon as of 25-Jun-21, company public information for peers, and company information for Zegna Notes: See Appendix for important information about Core and other non-IFRS financial metrics; Zegna Group’s multiples computed including the pro forma impact of the acquisition of Ubertino (60% stake) and Biagioli (40% stake) on Enterprise Value and Core Adj. EBIT 45 1. Based on Core Adj. EBIT 2023E 2022E CONFIDENTIAL5. Transaction structure and valuation Luxury Conglomerates Luxury Players COMPELLING VALUATION FOR INVESTORS EV / EBIT 44.8x 37.2x 34.4x 24.3x 24.1x 1 19.4x 18.6x 18.0x nm 39.4x 29.0x 25.3x 21.7x 21.0x 17.6x 16.7x 1 14.7x nm Source: IBES and Refinitiv Eikon as of 25-Jun-21, company public information for peers, and company information for Zegna Notes: See Appendix for important information about Core and other non-IFRS financial metrics; Zegna Group’s multiples computed including the pro forma impact of the acquisition of Ubertino (60% stake) and Biagioli (40% stake) on Enterprise Value and Core Adj. EBIT 45 1. Based on Core Adj. EBIT 2023E 2022E CONFIDENTIAL

THANK YOU 46 CONFIDENTIALTHANK YOU 46 CONFIDENTIAL

Appendix 47 CONFIDENTIALAppendix 47 CONFIDENTIAL

ZEGNA GROUP’S KEY FINANCIALS (€m) 2021E 2021E 2021E 2021E 2021E 2021E 3 1 Greater China share of Apparel DTC share of Apparel & Core revenues Core Adj. EBITDA Core Adj. EBIT Core net financial 2 2 4 & Accessories revenues Accessories revenues indebtedness €1,207m €264m €111m €84m 51% 77% (vs. 41% in 2019) (vs. 74% in 2019) 7 (€m) 6 7 Segment (€m) Segment (€m) 2021E 2021E 2021E 2021E 2021E 2021E Core revenues Core Adj. EBITDA Core Adj. EBIT Revenues Adj. EBITDA Adj. EBIT €985m €207m €230m €57m €31m €80m 3 2021E Luxury Leisurewear 3 2021E DTC revenues sneaker revenues revenues CAGR 2021E womenswear 2021E DTC revenues (% of Zegna Branded and Leather Accessories (% of (% of Thom Browne revenues) CAGR 2021E-23E 2018A-21E revenues 5 5 Zegna Branded Products revenues ) Product revenues ) (% of Thom Browne revenues) 84% 67% +17% 49% +24% 30% (vs. 53% in 2016) (vs. 19% in 2016) Sources: Company information and estimates Notes: See Glossary for relevant definitions 1. Includes €8m eliminations between Segments 2. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 3. Includes e-commerce revenues 4. Computed as (+) debt items (-) cash items; includes €92m one-off cash outflows, i.e. €43m related to purchase price and related charges for the acquisition of 50% of the New Bond Street (London) building, €6m cash contribution to Agnona, €32m related to the acquisition of a 5% stake in Thom Browne and €11m impact from Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition 5. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 6. The Zegna Segment includes Zegna Branded Products, Textile and Strategic Alliances, accounting adjustments and others 48 7. Includes Thom Browne business CONFIDENTIALZEGNA GROUP’S KEY FINANCIALS (€m) 2021E 2021E 2021E 2021E 2021E 2021E 3 1 Greater China share of Apparel DTC share of Apparel & Core revenues Core Adj. EBITDA Core Adj. EBIT Core net financial 2 2 4 & Accessories revenues Accessories revenues indebtedness €1,207m €264m €111m €84m 51% 77% (vs. 41% in 2019) (vs. 74% in 2019) 7 (€m) 6 7 Segment (€m) Segment (€m) 2021E 2021E 2021E 2021E 2021E 2021E Core revenues Core Adj. EBITDA Core Adj. EBIT Revenues Adj. EBITDA Adj. EBIT €985m €207m €230m €57m €31m €80m 3 2021E Luxury Leisurewear 3 2021E DTC revenues sneaker revenues revenues CAGR 2021E womenswear 2021E DTC revenues (% of Zegna Branded and Leather Accessories (% of (% of Thom Browne revenues) CAGR 2021E-23E 2018A-21E revenues 5 5 Zegna Branded Products revenues ) Product revenues ) (% of Thom Browne revenues) 84% 67% +17% 49% +24% 30% (vs. 53% in 2016) (vs. 19% in 2016) Sources: Company information and estimates Notes: See Glossary for relevant definitions 1. Includes €8m eliminations between Segments 2. Based on Zegna Branded Products and Thom Browne Segment, excluding Textile & Strategic Alliances 3. Includes e-commerce revenues 4. Computed as (+) debt items (-) cash items; includes €92m one-off cash outflows, i.e. €43m related to purchase price and related charges for the acquisition of 50% of the New Bond Street (London) building, €6m cash contribution to Agnona, €32m related to the acquisition of a 5% stake in Thom Browne and €11m impact from Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition 5. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 6. The Zegna Segment includes Zegna Branded Products, Textile and Strategic Alliances, accounting adjustments and others 48 7. Includes Thom Browne business CONFIDENTIAL

ZEGNA GROUP (€m) CORE REVENUES EVOLUTION BY CHANNEL (€M) +3.1% CAGR CAGR 2019A-23E 28 4 1,476 74 19 164 54 (14%) 1,306 180 126 +4% Textile & 18 1,207 driven by Thom Browne Wholesale growth and Zegna recovery Strategic 97 (close to 2019 levels); Travel Retail as a key factor in APAC 15 Alliances 75 110 +3% 151 317 206 76 growth mostly driven by Thom Browne roll-out, Zegna productivity and digital for both segments 277 243 +5% 961 804 798 // 1 2 2019A 2021E DTC Wholesale Textile & Other minor 2023E Strategic Alliances 1 2 DTC Wholesale Textile & Strategic Alliances Other minor Textile Strategic Alliances Sources: Company information and estimates Notes: See Glossary for relevant definitions 1. Also includes royalties 49 2. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, and other minor business belonging to the Zegna Segment CONFIDENTIALZEGNA GROUP (€m) CORE REVENUES EVOLUTION BY CHANNEL (€M) +3.1% CAGR CAGR 2019A-23E 28 4 1,476 74 19 164 54 (14%) 1,306 180 126 +4% Textile & 18 1,207 driven by Thom Browne Wholesale growth and Zegna recovery Strategic 97 (close to 2019 levels); Travel Retail as a key factor in APAC 15 Alliances 75 110 +3% 151 317 206 76 growth mostly driven by Thom Browne roll-out, Zegna productivity and digital for both segments 277 243 +5% 961 804 798 // 1 2 2019A 2021E DTC Wholesale Textile & Other minor 2023E Strategic Alliances 1 2 DTC Wholesale Textile & Strategic Alliances Other minor Textile Strategic Alliances Sources: Company information and estimates Notes: See Glossary for relevant definitions 1. Also includes royalties 49 2. Includes eliminations for transactions between Zegna Segment and Thom Browne Segment, and other minor business belonging to the Zegna Segment CONFIDENTIAL

ZEGNA GROUP 1 CORE NET FINANCIAL INDEBTEDNESS • including €11m impact from 2 acquisitions announced in 2021 • total impact of one-off cash outflows of €92m includes impact of one-off cash outflows such as: €43m purchase price 84 and related charges for the acquisition of 50% of the New Bond Street (London) building, €6m cash contribution to Agnona and €32m related to the acquisition of a 5% stake in Thom Browne – totalling €81m 73 32 18 10 2018A 2019A 2020A 2021E Core IFRS16 lease liabilities 556 546 443 Sources: Company information and estimates Notes: See Glossary for relevant definitions 50 1. Computed as (+) debt items (-) cash items; see Glossary for additional details 2. Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition, announced in June 2021 CONFIDENTIALZEGNA GROUP 1 CORE NET FINANCIAL INDEBTEDNESS • including €11m impact from 2 acquisitions announced in 2021 • total impact of one-off cash outflows of €92m includes impact of one-off cash outflows such as: €43m purchase price 84 and related charges for the acquisition of 50% of the New Bond Street (London) building, €6m cash contribution to Agnona and €32m related to the acquisition of a 5% stake in Thom Browne – totalling €81m 73 32 18 10 2018A 2019A 2020A 2021E Core IFRS16 lease liabilities 556 546 443 Sources: Company information and estimates Notes: See Glossary for relevant definitions 50 1. Computed as (+) debt items (-) cash items; see Glossary for additional details 2. Ubertino’s 60% stake acquisition and Biagioli’s 40% stake acquisition, announced in June 2021 CONFIDENTIAL

ZEGNA GROUP 1 CORE ADJ. OPERATING CASH FLOW (MANAGEMENT ESTIMATES) 62 54 (28) 2018A 2019A 2020A Core net cash from 245 240 113 2 operating activities Core operating capex (57) (57) (33) Core payment of lease liabilities (126) (129) (107) Source: Company information and estimates Notes: See Glossary for relevant definitions 51 1. Management estimates quantify the cash impact of the disposition 2. Excluding cash outflows for income taxes and cash out for financial interest CONFIDENTIALZEGNA GROUP 1 CORE ADJ. OPERATING CASH FLOW (MANAGEMENT ESTIMATES) 62 54 (28) 2018A 2019A 2020A Core net cash from 245 240 113 2 operating activities Core operating capex (57) (57) (33) Core payment of lease liabilities (126) (129) (107) Source: Company information and estimates Notes: See Glossary for relevant definitions 51 1. Management estimates quantify the cash impact of the disposition 2. Excluding cash outflows for income taxes and cash out for financial interest CONFIDENTIAL

GLOSSARY METRIC DEFINITION The “core” measures included in this presentation are unaudited. Such measures exclude certain businesses of the Company that are expected to be divested (by way of one or more demergers or other transfers) prior to the consummation of the Transaction (such divestitures, collectively, the “Disposition”). The Disposition concerns (i) the Company’s real estate business (consisting of the Company’s subsidiary E.Z. Real Estate S.r.l., which directly or indirectly holds substantially all of the Company’s real estate assets, as well as certain properties owned by Lanificio Ermenegildo Zegna e Figli S.p.A. (“Lanificio”), including part of Lanificio’s industrial building located in Valdilana and Lanificio’s hydroelectric plants), (ii) its 10% equity interest in Elah Dufour S.p.A. and certain related contractual rights and obligations, and (iii) its equity stake in Agnona S.r.l. (70% of which was divested in January 2021, and the remaining 30% of which is expected to be divested prior to the consummation of the Transaction). Core perimeter The prospective core measures included in this presentation exclude, in addition to the Disposition described above, the impact of the following transactions occurred after December 31, 2020 (unless otherwise indicated): (a) the purchase of a 60% equity interest in Tessitura Ubertino S.r.l., which was consummated on June 4, 2021; and (b) the purchase of a 40% equity interest in Filati Biagioli Modesto S.p.A. (which following consummation will be consolidated line by line in the Zegna consolidated financial statements), which is expected to close in the third quarter of 2021. The word core associated with any non-IFRS measures has no other meaning but the one described above. Adjusted EBIT is defined as profit / (loss) for the year, with the exclusion of income taxes, financial income / (expenses), exchange gains / (losses), revaluations / (write downs) of equity investments, and certain adjustments including Adjusted EBIT severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not considered attributable to the normal operational management of the Zegna Group Business. Adjusted EBITDA is defined as profit / (loss) for the year, with the exclusion of income taxes, financial income / (expenses), exchange gains / (losses), revaluations / (write downs) of equity investments, depreciation, amortization and impairment of assets, and certain adjustments including severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on Adjusted EBITDA held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not attributable to the normal operational management of the Zegna Group Business. Net Financial Net financial indebtedness is defined as financial borrowings (current and non-current), derivative financial instruments, bonds and other entered in Other non-current financial liabilities, net of cash and cash equivalents, derivatives Indebtedness financial instruments and other current financial assets The Directors and Management of the Group use segmentation to understand and evaluate operating performance and trends of our business: the relevant business segments are the Zegna Segment and the Thom Browne Segment. Business We monitor Revenues and Adjusted EBIT for each Segment. The Revenues of each Segment may include intercompany revenues vs the other Segment. Segment The Zegna Segment includes Zegna Branded Products, Textile and Strategic Alliances, accounting adjustments and others. The Thom Browne Segment includes the Thom Browne business. Operating capex is defined as sum of cash flows relating to (Addition)/Disposal of property plant and equipment and (Addition)/Disposal of intangible assets with a finite useful life, for a year. It does not include (Addition)/Disposal of Operating capex right of use. Adjusted Operating Cash Flow is defined as: Adjusted (a) Net cash provided by operating activities, excluding cash out of income taxes and cash out of financial interest Operating Cash (b) (Addition)/Disposal of property plant and equipment and (Addition)/Disposal of intangible assets with a finite useful life; Flow (c) Payment of lease liabilities. 52 CONFIDENTIALGLOSSARY METRIC DEFINITION The “core” measures included in this presentation are unaudited. Such measures exclude certain businesses of the Company that are expected to be divested (by way of one or more demergers or other transfers) prior to the consummation of the Transaction (such divestitures, collectively, the “Disposition”). The Disposition concerns (i) the Company’s real estate business (consisting of the Company’s subsidiary E.Z. Real Estate S.r.l., which directly or indirectly holds substantially all of the Company’s real estate assets, as well as certain properties owned by Lanificio Ermenegildo Zegna e Figli S.p.A. (“Lanificio”), including part of Lanificio’s industrial building located in Valdilana and Lanificio’s hydroelectric plants), (ii) its 10% equity interest in Elah Dufour S.p.A. and certain related contractual rights and obligations, and (iii) its equity stake in Agnona S.r.l. (70% of which was divested in January 2021, and the remaining 30% of which is expected to be divested prior to the consummation of the Transaction). Core perimeter The prospective core measures included in this presentation exclude, in addition to the Disposition described above, the impact of the following transactions occurred after December 31, 2020 (unless otherwise indicated): (a) the purchase of a 60% equity interest in Tessitura Ubertino S.r.l., which was consummated on June 4, 2021; and (b) the purchase of a 40% equity interest in Filati Biagioli Modesto S.p.A. (which following consummation will be consolidated line by line in the Zegna consolidated financial statements), which is expected to close in the third quarter of 2021. The word core associated with any non-IFRS measures has no other meaning but the one described above. Adjusted EBIT is defined as profit / (loss) for the year, with the exclusion of income taxes, financial income / (expenses), exchange gains / (losses), revaluations / (write downs) of equity investments, and certain adjustments including Adjusted EBIT severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not considered attributable to the normal operational management of the Zegna Group Business. Adjusted EBITDA is defined as profit / (loss) for the year, with the exclusion of income taxes, financial income / (expenses), exchange gains / (losses), revaluations / (write downs) of equity investments, depreciation, amortization and impairment of assets, and certain adjustments including severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on Adjusted EBITDA held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not attributable to the normal operational management of the Zegna Group Business. Net Financial Net financial indebtedness is defined as financial borrowings (current and non-current), derivative financial instruments, bonds and other entered in Other non-current financial liabilities, net of cash and cash equivalents, derivatives Indebtedness financial instruments and other current financial assets The Directors and Management of the Group use segmentation to understand and evaluate operating performance and trends of our business: the relevant business segments are the Zegna Segment and the Thom Browne Segment. Business We monitor Revenues and Adjusted EBIT for each Segment. The Revenues of each Segment may include intercompany revenues vs the other Segment. Segment The Zegna Segment includes Zegna Branded Products, Textile and Strategic Alliances, accounting adjustments and others. The Thom Browne Segment includes the Thom Browne business. Operating capex is defined as sum of cash flows relating to (Addition)/Disposal of property plant and equipment and (Addition)/Disposal of intangible assets with a finite useful life, for a year. It does not include (Addition)/Disposal of Operating capex right of use. Adjusted Operating Cash Flow is defined as: Adjusted (a) Net cash provided by operating activities, excluding cash out of income taxes and cash out of financial interest Operating Cash (b) (Addition)/Disposal of property plant and equipment and (Addition)/Disposal of intangible assets with a finite useful life; Flow (c) Payment of lease liabilities. 52 CONFIDENTIAL

SUMMARY NON-IFRS CORE FINANCIALS (1/2) Key income statement items (€m) 1 €m 2018A 2019A 2020A 2021E 2022E 2023E Zegna Segment core revenues 1,153 1,150 834 985 1,082 1,179 Thom Browne Segment revenues 19 161 180 230 268 306 Eliminations between Segments (0) (6) (8) (8) (8) (9) Core revenues 1,173 1,306 1,005 1,207 1,342 1,476 Core Adj. EBITDA 261 287 188 264 312 354 Zegna Segment Core Adj. EBIT 99 94 (10) 80 96 119 4 22 27 31 46 55 Thom Browne Segment Adj. EBIT Core Adj. EBIT 103 116 17 111 142 173 Source: Company information and estimates Notes: See Glossary for relevant definitions 53 1. Reported figures include 1 month contribution from Thom Browne in 2018, given it was consolidated in Zegna Group financials starting 30-Nov-18 CONFIDENTIALSUMMARY NON-IFRS CORE FINANCIALS (1/2) Key income statement items (€m) 1 €m 2018A 2019A 2020A 2021E 2022E 2023E Zegna Segment core revenues 1,153 1,150 834 985 1,082 1,179 Thom Browne Segment revenues 19 161 180 230 268 306 Eliminations between Segments (0) (6) (8) (8) (8) (9) Core revenues 1,173 1,306 1,005 1,207 1,342 1,476 Core Adj. EBITDA 261 287 188 264 312 354 Zegna Segment Core Adj. EBIT 99 94 (10) 80 96 119 4 22 27 31 46 55 Thom Browne Segment Adj. EBIT Core Adj. EBIT 103 116 17 111 142 173 Source: Company information and estimates Notes: See Glossary for relevant definitions 53 1. Reported figures include 1 month contribution from Thom Browne in 2018, given it was consolidated in Zegna Group financials starting 30-Nov-18 CONFIDENTIAL

SUMMARY NON-IFRS CORE FINANCIALS (2/2) Key balance sheet and cash flow items (€m) €m 2018A 2019A 2020A 1 Core Net Financial Indebtedness 10 18 32 Core IFRS16 lease liabilities 556 546 443 301 308 320 Core inventories Core trade receivables 164 178 140 Core trade liabilities including customer advances (226) (226) (183) Core Trade Working Capital (TWC) 239 260 277 2 Core net cash provided by operating activities 245 240 113 Core operating capex (57) (57) (33) Core payment of lease liabilities (126) (129) (107) Core Adjusted Operating Cash Flow 62 54 (28) Source: Company information Note: See Glossary for relevant definitions 54 1. Computed as (+) debt items (-) cash items 2. Excluding cash outflows for income taxes and cash out for financial interest CONFIDENTIALSUMMARY NON-IFRS CORE FINANCIALS (2/2) Key balance sheet and cash flow items (€m) €m 2018A 2019A 2020A 1 Core Net Financial Indebtedness 10 18 32 Core IFRS16 lease liabilities 556 546 443 301 308 320 Core inventories Core trade receivables 164 178 140 Core trade liabilities including customer advances (226) (226) (183) Core Trade Working Capital (TWC) 239 260 277 2 Core net cash provided by operating activities 245 240 113 Core operating capex (57) (57) (33) Core payment of lease liabilities (126) (129) (107) Core Adjusted Operating Cash Flow 62 54 (28) Source: Company information Note: See Glossary for relevant definitions 54 1. Computed as (+) debt items (-) cash items 2. Excluding cash outflows for income taxes and cash out for financial interest CONFIDENTIAL

IFRS RECONCILIATIONS (1/6) Core revenues reconciliation (€m) €m 2018A 2019A 2020A Zegna Segment Core revenues 1,153 1,150 834 Thom Browne Segment revenues 19 161 180 Eliminations between Segments (0) (6) (8) Core revenues 1,173 1,306 1,005 10 16 10 Disposition reversal Revenues (IFRS) 1,183 1,321 1,015 Source: Company information Note: See Glossary for relevant definitions 55 CONFIDENTIALIFRS RECONCILIATIONS (1/6) Core revenues reconciliation (€m) €m 2018A 2019A 2020A Zegna Segment Core revenues 1,153 1,150 834 Thom Browne Segment revenues 19 161 180 Eliminations between Segments (0) (6) (8) Core revenues 1,173 1,306 1,005 10 16 10 Disposition reversal Revenues (IFRS) 1,183 1,321 1,015 Source: Company information Note: See Glossary for relevant definitions 55 CONFIDENTIAL

IFRS RECONCILIATIONS (2/6) Core Adj. EBIT reconciliation (€m) €m 2018A 2019A 2020A Zegna Segment Core Adj. EBIT 99 94 (10) Thom Browne Segment Adj. EBIT 4 22 27 103 116 17 Core Adj. EBIT Disposition reversal (3) (5) (4) Adj. EBIT 100 111 13 1 Adjustments / Reconciling Items (9) (14) (41) Operating profit (IFRS) 91 97 (28) Financial income / (expenses) (21) (7) (7) Exchange gains / (losses) (5) (10) 7 Revaluations / (write downs) of equity investments (4) (2) (9) Income taxes (25) (41) (8) Profit / (loss) for the year (IFRS) 36 38 (45) Source: Company information Notes: See Glossary for relevant definitions 56 1. Including severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not considered attributable to the normal operational management of the Zegna Group Business CONFIDENTIALIFRS RECONCILIATIONS (2/6) Core Adj. EBIT reconciliation (€m) €m 2018A 2019A 2020A Zegna Segment Core Adj. EBIT 99 94 (10) Thom Browne Segment Adj. EBIT 4 22 27 103 116 17 Core Adj. EBIT Disposition reversal (3) (5) (4) Adj. EBIT 100 111 13 1 Adjustments / Reconciling Items (9) (14) (41) Operating profit (IFRS) 91 97 (28) Financial income / (expenses) (21) (7) (7) Exchange gains / (losses) (5) (10) 7 Revaluations / (write downs) of equity investments (4) (2) (9) Income taxes (25) (41) (8) Profit / (loss) for the year (IFRS) 36 38 (45) Source: Company information Notes: See Glossary for relevant definitions 56 1. Including severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not considered attributable to the normal operational management of the Zegna Group Business CONFIDENTIAL

IFRS RECONCILIATIONS (3/6) Core Adj. EBITDA reconciliation (€m) €m 2018A 2019A 2020A Core Adj. EBITDA 261 287 188 Disposition reversal (2) (7) (7) Adj. EBITDA 259 280 181 Depreciation and amortization (159) (170) (168) 1 Adjustments / Reconciling Items (9) (14) (41) Operating profit (IFRS) 91 97 (28) Financial income / (expenses) (21) (7) (7) Exchange gains / (losses) (5) (10) 7 Revaluations / (write downs) of equity investments (4) (2) (9) Income taxes (25) (41) (8) Profit / (loss) for the year (IFRS) 36 38 (45) Source: Company information Notes: See Glossary for relevant definitions 57 1. Including severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not attributable to the normal operational management of the Zegna Group Business CONFIDENTIALIFRS RECONCILIATIONS (3/6) Core Adj. EBITDA reconciliation (€m) €m 2018A 2019A 2020A Core Adj. EBITDA 261 287 188 Disposition reversal (2) (7) (7) Adj. EBITDA 259 280 181 Depreciation and amortization (159) (170) (168) 1 Adjustments / Reconciling Items (9) (14) (41) Operating profit (IFRS) 91 97 (28) Financial income / (expenses) (21) (7) (7) Exchange gains / (losses) (5) (10) 7 Revaluations / (write downs) of equity investments (4) (2) (9) Income taxes (25) (41) (8) Profit / (loss) for the year (IFRS) 36 38 (45) Source: Company information Notes: See Glossary for relevant definitions 57 1. Including severance expenses and indemnities, impairment losses on property plants and equipment, intangible assets with a finite useful life and right-of-use assets, impairment losses on held for sale assets, donations granted during Covid-19 pandemic and certain items of income / (expenses), that impact the comparability of historical results and are not attributable to the normal operational management of the Zegna Group Business CONFIDENTIAL

IFRS RECONCILIATIONS (4/6) Key balance sheet items reconciliation (€m) €m 2018A 2019A 2020A 1 Core Net Financial Indebtedness 10 18 32 Disposition reversal (29) (30) (26) Net Financial Indebtedness (20) (12) 6 556 546 443 Core IFRS16 lease liabilities Disposition reversal (8) (38) (35) IFRS16 lease liabilities (IFRS) 548 508 408 Core Trade Working Capital (TWC) 239 260 277 Disposition reversal 0 7 (5) Trade Working Capital 239 267 272 Inventories 306 315 321 162 178 139 Trade receivables Trade liabilities including customer advances (229) (226) (188) Source: Company information Notes: See Glossary for relevant definitions 58 1. Computed as (+) debt items (-) cash items; see Glossary for additional details CONFIDENTIALIFRS RECONCILIATIONS (4/6) Key balance sheet items reconciliation (€m) €m 2018A 2019A 2020A 1 Core Net Financial Indebtedness 10 18 32 Disposition reversal (29) (30) (26) Net Financial Indebtedness (20) (12) 6 556 546 443 Core IFRS16 lease liabilities Disposition reversal (8) (38) (35) IFRS16 lease liabilities (IFRS) 548 508 408 Core Trade Working Capital (TWC) 239 260 277 Disposition reversal 0 7 (5) Trade Working Capital 239 267 272 Inventories 306 315 321 162 178 139 Trade receivables Trade liabilities including customer advances (229) (226) (188) Source: Company information Notes: See Glossary for relevant definitions 58 1. Computed as (+) debt items (-) cash items; see Glossary for additional details CONFIDENTIAL

IFRS RECONCILIATIONS (5/6) Key balance sheet items reconciliation – focus on Core Net Financial Indebtedness (€m) €m 2018A 2019A 2020A Non current financial borrowings 635 514 559 Current financial borrowings 131 106 91 Derivative financial instruments 9 12 12 Other non current financial liabilities 4 8 8 Total borrowings, other financial liabilities and derivatives 779 640 670 Cash and cash equivalents (229) (211) (302) Derivative financial instruments (5) (6) (12) Other current financial assets (565) (435) (350) Total cash and cash equivalents, other current financial assets and derivatives (799) (652) (664) 1 Net Financial Indebtedness (20) (12) 6 Disposition impact 29 30 26 Core Net Financial Indebtedness 10 18 32 Source: Company information Notes: See Glossary for relevant definitions 59 1. Computed as (+) debt items (-) cash items; see Glossary for additional details CONFIDENTIALIFRS RECONCILIATIONS (5/6) Key balance sheet items reconciliation – focus on Core Net Financial Indebtedness (€m) €m 2018A 2019A 2020A Non current financial borrowings 635 514 559 Current financial borrowings 131 106 91 Derivative financial instruments 9 12 12 Other non current financial liabilities 4 8 8 Total borrowings, other financial liabilities and derivatives 779 640 670 Cash and cash equivalents (229) (211) (302) Derivative financial instruments (5) (6) (12) Other current financial assets (565) (435) (350) Total cash and cash equivalents, other current financial assets and derivatives (799) (652) (664) 1 Net Financial Indebtedness (20) (12) 6 Disposition impact 29 30 26 Core Net Financial Indebtedness 10 18 32 Source: Company information Notes: See Glossary for relevant definitions 59 1. Computed as (+) debt items (-) cash items; see Glossary for additional details CONFIDENTIAL

IFRS RECONCILIATIONS (6/6) Key cash flow items reconciliation (€m) €m 2018A 2019A 2020A Net cash provided by operating activities 203 205 70 Cash-out of financial interest add-back 4 5 4 Cash-out of income taxes add-back 28 23 31 Net cash provided by operating activities, excluding cash out for income taxes and 236 233 105 cash out for financial interest (IFRS) Disposition impact 10 7 7 Core net cash provided by operating activities, excluding cash out for income 245 240 113 taxes and cash out for financial interest (Addition) / Disposal of property, plant and equipment (11) (47) (27) (Addition) / Disposal of intangible assets with a finite useful life (19) (12) (12) Operating capex (30) (59) (39) Disposition impact (27) 2 6 Core operating capex (57) (57) (33) Payment of lease liabilities (IFRS) (124) (122) (100) Disposition impact (2) (7) (7) Core payment of lease liabilities (126) (129) (107) 1 Adjusted Operating Cash Flow 81 51 (34) Disposition impact (19) 3 6 Core Adjusted Operating Cash Flow 62 54 (28) Source: Company information Notes: See Glossary for relevant definitions 60 1. Adjusted Operating Cash Flow includes net cash provided by operating activities, excluding cash out of income taxes and cash out of financial interest, (addition)/disposal of property plant and equipment and (addition)/disposal of intangible assets with a finite useful life and payment of lease liabilities CONFIDENTIALIFRS RECONCILIATIONS (6/6) Key cash flow items reconciliation (€m) €m 2018A 2019A 2020A Net cash provided by operating activities 203 205 70 Cash-out of financial interest add-back 4 5 4 Cash-out of income taxes add-back 28 23 31 Net cash provided by operating activities, excluding cash out for income taxes and 236 233 105 cash out for financial interest (IFRS) Disposition impact 10 7 7 Core net cash provided by operating activities, excluding cash out for income 245 240 113 taxes and cash out for financial interest (Addition) / Disposal of property, plant and equipment (11) (47) (27) (Addition) / Disposal of intangible assets with a finite useful life (19) (12) (12) Operating capex (30) (59) (39) Disposition impact (27) 2 6 Core operating capex (57) (57) (33) Payment of lease liabilities (IFRS) (124) (122) (100) Disposition impact (2) (7) (7) Core payment of lease liabilities (126) (129) (107) 1 Adjusted Operating Cash Flow 81 51 (34) Disposition impact (19) 3 6 Core Adjusted Operating Cash Flow 62 54 (28) Source: Company information Notes: See Glossary for relevant definitions 60 1. Adjusted Operating Cash Flow includes net cash provided by operating activities, excluding cash out of income taxes and cash out of financial interest, (addition)/disposal of property plant and equipment and (addition)/disposal of intangible assets with a finite useful life and payment of lease liabilities CONFIDENTIAL

DOS NETWORK EVOLUTION 1 2 2 Zegna Branded Products (# DOS ) Thom Browne (# DOS ) at year end at year end 6 (1) 7 244 [ ] (6) 238 5 68 3 46 39 3 9 19 9 65 71 38 16 4 45 46 6 13 34 88 82 15 2020A Greater Rest of EMEA Americas 2023E 2020A Greater Rest of EMEA Americas 2023E China APAC China APAC Greater China Rest of APAC EMEA Americas Source: Company information and estimates Notes: Core number of DOS excludes 17 Korea stores, which were converted to franchising in Jan-21 61 1. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 2. Includes full price points of sale and outlets CONFIDENTIALDOS NETWORK EVOLUTION 1 2 2 Zegna Branded Products (# DOS ) Thom Browne (# DOS ) at year end at year end 6 (1) 7 244 [ ] (6) 238 5 68 3 46 39 3 9 19 9 65 71 38 16 4 45 46 6 13 34 88 82 15 2020A Greater Rest of EMEA Americas 2023E 2020A Greater Rest of EMEA Americas 2023E China APAC China APAC Greater China Rest of APAC EMEA Americas Source: Company information and estimates Notes: Core number of DOS excludes 17 Korea stores, which were converted to franchising in Jan-21 61 1. Zegna Branded Products include apparel, bags, shoes and small and large leather goods, as well as licensed goods and royalties 2. Includes full price points of sale and outlets CONFIDENTIAL

INVESTINDUSTRIAL ACQUISITION CORP. OVERVIEW Team Overview Investindustrial Overview Investindustrial Acquisition Corp. Leadership Advisory Board European leader with strong presence in Southern Europe • Founded in 1990 with backing from an industrial conglomerate, active since the late 20th century (Bonomi family) • €11bn of raised fund capital • Consistent performance with 2x+ gross return in each fund • Established regional track record with 67 portfolio companies since Sergio P. Ermotti Antonio Gatti inception of which 48 realised and partially realised Roberto Ardagna Global capabilities to support growth and internationalization Managing Principal Managing Principal -• Large team: more than 140 professionals including 76 investment Investindustrial Lugano London professionals across 7 offices and 3 continents role / since • Dedicated business development teams in New York, London and 2019 2010 Shanghai to support international expansion strategies SPAC Role Advisor Chairman CEO and Director Long-term, industrially-driven approach • Complex sourcing of quality companies based on proprietary networks in Selected sectors of expertise Experience • Active support to accelerate growth and profitability through internationalization, industrial repositioning and/or sector-driven build- ups • Deep knowledge of roll-outs and transformational add-ons 62 CONFIDENTIALINVESTINDUSTRIAL ACQUISITION CORP. OVERVIEW Team Overview Investindustrial Overview Investindustrial Acquisition Corp. Leadership Advisory Board European leader with strong presence in Southern Europe • Founded in 1990 with backing from an industrial conglomerate, active since the late 20th century (Bonomi family) • €11bn of raised fund capital • Consistent performance with 2x+ gross return in each fund • Established regional track record with 67 portfolio companies since Sergio P. Ermotti Antonio Gatti inception of which 48 realised and partially realised Roberto Ardagna Global capabilities to support growth and internationalization Managing Principal Managing Principal -• Large team: more than 140 professionals including 76 investment Investindustrial Lugano London professionals across 7 offices and 3 continents role / since • Dedicated business development teams in New York, London and 2019 2010 Shanghai to support international expansion strategies SPAC Role Advisor Chairman CEO and Director Long-term, industrially-driven approach • Complex sourcing of quality companies based on proprietary networks in Selected sectors of expertise Experience • Active support to accelerate growth and profitability through internationalization, industrial repositioning and/or sector-driven build- ups • Deep knowledge of roll-outs and transformational add-ons 62 CONFIDENTIAL

RISK FACTORS All references to Zegna refer to the business of Ermenegildo Zegna Holditalia S.p.A. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of Zegna and to the contemplated business combination and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Zegna and Investindustrial Acquisition Corp. ( IIAC ) with the United States Securities and Exchange Commission ( SEC ), including the documents filed or furnished in connection with the proposed transactions between Zegna and IIAC. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Zegna and IIAC and the proposed transactions between Zegna and IIAC, and may differ significantly from and be more extensive than those presented below. The risks described below are not the only ones that Zegna faces. Additional risks that Zegna currently does not know about or that it currently believes to be immaterial may also impair Zegna’s business, financial condition or results of operations. You should review the investor presentation and perform your own due diligence prior to making an investment in Zegna or IIAC. • Zegna’s business is highly dependent on the recognition, integrity and reputation of its brands. • Zegna’s success depends on its ability to anticipate trends and to identify and respond to new and changing consumer preferences. • Zegna is subject to risks related to the COVID-19 pandemic or similar public health crises that may materially and adversely affect its business. • Zegna operates in many countries around the world and, accordingly, is exposed to various international business, regulatory, social and political risks. • Developments in Greater China and other growth and emerging markets may adversely affect Zegna’s business. • Failure to implement Zegna’s strategy could adversely affect its results of operations. • Zegna depends on its manufacturing and logistics facilities, which are subject to disruption. • Zegna is subject to certain risks related to the sale of its products through our retail channel and its directly operated stores. • In the wholesale channel, Zegna is subject to certain risks arising from points of sale operated by third parties, and it is dependent on its joint venture partners and franchisees to sell its products in certain markets. • Fluctuations in the price or quality of, or disruptions in the availability of, raw materials used in Zegna’s products could cause it to incur increased costs, disrupt its manufacturing processes or prevent or delay Zegna from meeting customers’ demands. • Zegna could be adversely affected if it is unable to negotiate, maintain or renew its license agreements and strategic alliances. • Zegna’s business is dependent on tourist traffic and demand. • Zegna’s business success is dependent on certain key personnel. • Zegna is dependent on highly specialized craftsmanship and craftsmanship skills. • Zegna is dependent on the protection of its intellectual property rights. • A disruption in Zegna’s information technology, including as a result of cybercrimes, could compromise confidential and sensitive information. • Zegna is subject to certain risks related to related party transactions. • Zegna is exposed to currency related risks and credit risk. • The markets in which Zegna operates are highly competitive. • Global economic conditions and macro events may adversely affect Zegna. • Zegna is subject to legal and regulatory risk. • Changes in tax, tariff or fiscal policies could adversely affect demand for Zegna’s products. • Changes to taxation or the interpretation or application of tax laws could have an adverse impact on Zegna’s results of operations and financial condition. • Zegna currently benefits or seeks to benefit from certain special tax regimes, which may not be available in the future. • Zegna’s management team has limited experience managing a public company. • IIAC’s founders, directors, officers, advisors and their affiliates may elect to purchase IIAC Class A ordinary shares or IIAC warrants from public shareholders, which may influence the vote on the business combination and reduce the public “float” of IIAC’s Class A ordinary shares. • The ability of IIAC’s shareholders to exercise redemption rights with respect to a large number of outstanding IIAC Class A ordinary shares could increase the probability that the business combination would not occur. • The parties may be unable to successfully or timely consummate the business combination. • Prior to the closing of the business combination, uncertainties about the transaction may cause a loss of key management personnel and other key employees. • Prior to the closing of the business combination, uncertainties about the transaction may cause third parties to delay or defer decisions concerning Zegna or seek to change existing arrangements. • The parties expect to incur significant transaction costs in connection with the business combination. • Fluctuations in foreign currency exchange rates could result in currency transaction losses that negatively impact Zegna’s financial result and the anticipated transaction uses and sources. 63 CONFIDENTIALRISK FACTORS All references to Zegna refer to the business of Ermenegildo Zegna Holditalia S.p.A. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of Zegna and to the contemplated business combination and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Zegna and Investindustrial Acquisition Corp. ( IIAC ) with the United States Securities and Exchange Commission ( SEC ), including the documents filed or furnished in connection with the proposed transactions between Zegna and IIAC. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Zegna and IIAC and the proposed transactions between Zegna and IIAC, and may differ significantly from and be more extensive than those presented below. The risks described below are not the only ones that Zegna faces. Additional risks that Zegna currently does not know about or that it currently believes to be immaterial may also impair Zegna’s business, financial condition or results of operations. You should review the investor presentation and perform your own due diligence prior to making an investment in Zegna or IIAC. • Zegna’s business is highly dependent on the recognition, integrity and reputation of its brands. • Zegna’s success depends on its ability to anticipate trends and to identify and respond to new and changing consumer preferences. • Zegna is subject to risks related to the COVID-19 pandemic or similar public health crises that may materially and adversely affect its business. • Zegna operates in many countries around the world and, accordingly, is exposed to various international business, regulatory, social and political risks. • Developments in Greater China and other growth and emerging markets may adversely affect Zegna’s business. • Failure to implement Zegna’s strategy could adversely affect its results of operations. • Zegna depends on its manufacturing and logistics facilities, which are subject to disruption. • Zegna is subject to certain risks related to the sale of its products through our retail channel and its directly operated stores. • In the wholesale channel, Zegna is subject to certain risks arising from points of sale operated by third parties, and it is dependent on its joint venture partners and franchisees to sell its products in certain markets. • Fluctuations in the price or quality of, or disruptions in the availability of, raw materials used in Zegna’s products could cause it to incur increased costs, disrupt its manufacturing processes or prevent or delay Zegna from meeting customers’ demands. • Zegna could be adversely affected if it is unable to negotiate, maintain or renew its license agreements and strategic alliances. • Zegna’s business is dependent on tourist traffic and demand. • Zegna’s business success is dependent on certain key personnel. • Zegna is dependent on highly specialized craftsmanship and craftsmanship skills. • Zegna is dependent on the protection of its intellectual property rights. • A disruption in Zegna’s information technology, including as a result of cybercrimes, could compromise confidential and sensitive information. • Zegna is subject to certain risks related to related party transactions. • Zegna is exposed to currency related risks and credit risk. • The markets in which Zegna operates are highly competitive. • Global economic conditions and macro events may adversely affect Zegna. • Zegna is subject to legal and regulatory risk. • Changes in tax, tariff or fiscal policies could adversely affect demand for Zegna’s products. • Changes to taxation or the interpretation or application of tax laws could have an adverse impact on Zegna’s results of operations and financial condition. • Zegna currently benefits or seeks to benefit from certain special tax regimes, which may not be available in the future. • Zegna’s management team has limited experience managing a public company. • IIAC’s founders, directors, officers, advisors and their affiliates may elect to purchase IIAC Class A ordinary shares or IIAC warrants from public shareholders, which may influence the vote on the business combination and reduce the public “float” of IIAC’s Class A ordinary shares. • The ability of IIAC’s shareholders to exercise redemption rights with respect to a large number of outstanding IIAC Class A ordinary shares could increase the probability that the business combination would not occur. • The parties may be unable to successfully or timely consummate the business combination. • Prior to the closing of the business combination, uncertainties about the transaction may cause a loss of key management personnel and other key employees. • Prior to the closing of the business combination, uncertainties about the transaction may cause third parties to delay or defer decisions concerning Zegna or seek to change existing arrangements. • The parties expect to incur significant transaction costs in connection with the business combination. • Fluctuations in foreign currency exchange rates could result in currency transaction losses that negatively impact Zegna’s financial result and the anticipated transaction uses and sources. 63 CONFIDENTIAL

DISCLAIMER (1/2) Confidentiality and Disclosures This presentation (the “Presentation”) is provided for information purposes only and has been prepared in connection with a possible business combination (a “Transaction”) involving Ermenegildo Zegna Holditalia S.p.A. (the “Company”) and a special purpose acquisition company, Investindustrial Acquisition Corp. (the “SPAC”). The Presentation is being provided to you on a confidential basis and solely in your capacity as a potential investor in connection with a Transaction. The Presentation may not be reproduced or redistributed, in whole or in part. The information in the Presentation and any oral statements made in connection with the Presentation do not constitute or form part of (i) any advertisement or marketing materials, any offer to sell or issue or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities, nor (ii) a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with a Transaction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. The Presentation, any part of it or the fact of its distribution do not form the basis of, nor may be relied upon in connection with, any contract or investment decision. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. The Presentation is only directed at and being communicated to (A) persons in Member States of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129; and (B) persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also persons (i) having professional experience in matters relating to investments so as to qualify them as “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (A), (B) and (C) together being “Relevant Persons”). The Presentation must not be provided to persons who are not Relevant Persons. Any investment activity to which the Presentation relates will only be available to Relevant Persons. Nothing in the Presentation constitutes investment, tax or legal advice or a recommendation regarding any securities. If you have received the Presentation and you are not a Relevant Person you must return it immediately to the Company. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own decisions and perform your own independent investment and analysis of an investment in the Company, the SPAC, and the Transaction contemplated in the Presentation. Use of Data To the extent available, the industry, market and competitive position data in the Presentation has come from official or third-party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. Further, no representation is made as to the reasonableness of the assumptions made by the third-party sources. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Presentation has come from the Company’s own internal research and estimates based on the knowledge and experience of the Company’s management in the markets in which the Company operates. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. The Presentation is provided as of its date, is for informational purposes only, is subject to material change and is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in connection with a Transaction, and neither the Company nor the SPAC intend, and do not assume any obligation or duty, to update the Presentation at a later date. None of the Company, the SPAC, their affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the Presentation (or whether any information contains errors or has been omitted or misstated, whether as a result of negligence or otherwise) or any other information relating to the Company or the SPAC or their respective affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Presentation or its contents or otherwise arising in connection therewith. Certain amounts that appear in this presentation may not sum due to rounding. Preliminary Financial Information This Presentation contains preliminary financial information for the Company which may be subject to change pending completion of the audit in accordance with PCAOB auditing standards of the Company’s financial statements for the financial years ended December 31, 2020, 2019 and 2018 to be included in the registration statement on Form F-4 relating to the business combination between the Company and the SPAC. Use of Projections This presentation contains financial projections and certain “forward-looking statements” regarding the Company’s business strategies, market potential, future financial performance and other matters. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements and any such projections, growth targets, statements and information reflect various estimates and assumptions concerning anticipated results. Forward-looking statements include statements regarding our future financial position and performance, business strategy, budgets, projected costs, plans, synergies and objectives of management for future operations. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “pro forma,” “estimated,” “forecasted,” “projection” and similar expressions used in connection with any discussion of future operating or financial performance identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. No representations or warranties are made by the Company, the SPAC or any of their respective affiliates or representatives as to the accuracy of any such projections, statements and information. It is understood and agreed that any such projections, targets, statements and information are not to be viewed as facts and are subject to significant business, financial, economic, operating, competitive and other risks, uncertainties and contingencies many of which are beyond the Company’s control, that no assurance can be given that any particular financial projections ranges, or targets will be realized, that actual results may differ from projected results and that such differences may be material. These factors, risks and uncertainties include, but are not limited to, the risk factors listed elsewhere in this appendix. Other unknown or unpredictable factors or factors currently considered immaterial also could have an adverse effect on our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward-looking statements are based on management’s current expectations and beliefs about future events based on information available to them as of the date hereof. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company and the SPAC, and their respective affiliates and representatives are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of any such changes, new information, subsequent events or otherwise. 64 CONFIDENTIALDISCLAIMER (1/2) Confidentiality and Disclosures This presentation (the “Presentation”) is provided for information purposes only and has been prepared in connection with a possible business combination (a “Transaction”) involving Ermenegildo Zegna Holditalia S.p.A. (the “Company”) and a special purpose acquisition company, Investindustrial Acquisition Corp. (the “SPAC”). The Presentation is being provided to you on a confidential basis and solely in your capacity as a potential investor in connection with a Transaction. The Presentation may not be reproduced or redistributed, in whole or in part. The information in the Presentation and any oral statements made in connection with the Presentation do not constitute or form part of (i) any advertisement or marketing materials, any offer to sell or issue or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities, nor (ii) a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with a Transaction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. The Presentation, any part of it or the fact of its distribution do not form the basis of, nor may be relied upon in connection with, any contract or investment decision. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. The Presentation is only directed at and being communicated to (A) persons in Member States of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129; and (B) persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also persons (i) having professional experience in matters relating to investments so as to qualify them as “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (A), (B) and (C) together being “Relevant Persons”). The Presentation must not be provided to persons who are not Relevant Persons. Any investment activity to which the Presentation relates will only be available to Relevant Persons. Nothing in the Presentation constitutes investment, tax or legal advice or a recommendation regarding any securities. If you have received the Presentation and you are not a Relevant Person you must return it immediately to the Company. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own decisions and perform your own independent investment and analysis of an investment in the Company, the SPAC, and the Transaction contemplated in the Presentation. Use of Data To the extent available, the industry, market and competitive position data in the Presentation has come from official or third-party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. Further, no representation is made as to the reasonableness of the assumptions made by the third-party sources. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Presentation has come from the Company’s own internal research and estimates based on the knowledge and experience of the Company’s management in the markets in which the Company operates. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. The Presentation is provided as of its date, is for informational purposes only, is subject to material change and is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in connection with a Transaction, and neither the Company nor the SPAC intend, and do not assume any obligation or duty, to update the Presentation at a later date. None of the Company, the SPAC, their affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the Presentation (or whether any information contains errors or has been omitted or misstated, whether as a result of negligence or otherwise) or any other information relating to the Company or the SPAC or their respective affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Presentation or its contents or otherwise arising in connection therewith. Certain amounts that appear in this presentation may not sum due to rounding. Preliminary Financial Information This Presentation contains preliminary financial information for the Company which may be subject to change pending completion of the audit in accordance with PCAOB auditing standards of the Company’s financial statements for the financial years ended December 31, 2020, 2019 and 2018 to be included in the registration statement on Form F-4 relating to the business combination between the Company and the SPAC. Use of Projections This presentation contains financial projections and certain “forward-looking statements” regarding the Company’s business strategies, market potential, future financial performance and other matters. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements and any such projections, growth targets, statements and information reflect various estimates and assumptions concerning anticipated results. Forward-looking statements include statements regarding our future financial position and performance, business strategy, budgets, projected costs, plans, synergies and objectives of management for future operations. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “pro forma,” “estimated,” “forecasted,” “projection” and similar expressions used in connection with any discussion of future operating or financial performance identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. No representations or warranties are made by the Company, the SPAC or any of their respective affiliates or representatives as to the accuracy of any such projections, statements and information. It is understood and agreed that any such projections, targets, statements and information are not to be viewed as facts and are subject to significant business, financial, economic, operating, competitive and other risks, uncertainties and contingencies many of which are beyond the Company’s control, that no assurance can be given that any particular financial projections ranges, or targets will be realized, that actual results may differ from projected results and that such differences may be material. These factors, risks and uncertainties include, but are not limited to, the risk factors listed elsewhere in this appendix. Other unknown or unpredictable factors or factors currently considered immaterial also could have an adverse effect on our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward-looking statements are based on management’s current expectations and beliefs about future events based on information available to them as of the date hereof. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company and the SPAC, and their respective affiliates and representatives are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of any such changes, new information, subsequent events or otherwise. 64 CONFIDENTIAL

DISCLAIMER (2/2) Non IFRS Financial Measures The document includes certain non-IFRS financial measures (including on a forward-looking basis), such as Adjusted EBIT, Adjusted EBITDA, Net Financial Indebtedness, Operating Capex and Adjusted Operating Cash Flow.These non-IFRS measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS. The SPAC and Company believe that these non-IFRS measures of financial results (including on a forward forward-looking basis) provide useful supplemental information to investors about the Company. The Company’s management uses forward-looking non-IFRS measures to evaluate the Company’s projected financials and operating performance. However, there are a number of limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents, including that they exclude significant expenses that are required by IFRS to be recorded in the Company’s financial statements. In addition, other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore, the Company’s non-IFRS measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward forward-looking non-IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Unaudited Core Financial Information This presentation contains certain unaudited historical and prospective financial measures referred to as “core” measures (“the Unaudited Core Financial Information”), which exclude certain businesses of the Company that are expected to be divested (by way of one or more demergers or other transfers) prior to the consummation of the Transaction (such divestitures, collectively, the “Divestment”). The Divestment concerns (i) the Company’s real estate business (consisting of the Company’s subsidiary E.Z. Real Estate S.r.l., which directly or indirectly holds substantially all of the Company’s real estate assets, as well as certain properties owned by Lanificio Ermenegildo Zegna e Figli S.p.A. (“Lanificio”), including part of Lanificio’s industrial building located in Valdilana and Lanificio’s hydroelectric plants), (ii) its 10% equity interest in Elah Dufour S.p.A. and certain related contractual rights and obligations, and (iii) its equity stake in Agnona S.r.l. (70% of which was divested in January 2021, and the remaining 30% of which is expected to be divested prior to the consummation of the Transaction). The prospective Unaudited Core Financial Information included in this presentation excludes, in addition to the Divestment described above, the impact of the following transactions occurred after December 31, 2020 (unless otherwise indicated): (a) the purchase of a 60% equity interest in Tessitura Ubertino S.r.l., which was consummated on June 4, 2021; and (b) the purchase of a 40% equity interest in Filati Biagioli Modesto S.p.A. (which following consummation will be consolidated line by line in the Zegna consolidated financial statements), which is expected to close in the third quarter of 2021. The word “core” associated with any non-IFRS measures has no other meaning but the one described above. The Unaudited Core Financial Information has been prepared solely for the purpose of illustrating the effects on a hypothetical basis of the Divestment on the Company’s consolidated income statement and consolidated statement of financial position, as if the Divestment had occurred on December 31, 2017. The Unaudited Core Financial Information does not constitute, nor should it in any way be construed as, pro forma financial information within the meaning set forth under Regulation S-X under the Securities Act. In light of the foregoing, in reviewing the Unaudited Core Financial Information it is necessary to consider that the actual impact of the Divestment on the Company’s consolidated results of operations and financial position in future periods may differ, also significantly, from the impact presented in the Unaudited Core Financial Information. Trademarks The Company owns or has rights to various trademarks, service marks and trade names that it uses in connection with the operation of is business. This presentation may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in the Presentation is not intended to, and does not imply, a relationship with the Company, or an endorsement or sponsorship by or of the Company. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. By accepting this document and/or attending any presentation relating thereto, you will be deemed to have represented, warranted and undertaken that: (i) you are a Relevant Person (as defined above); and (ii) you have read and agree to fully comply with and accept the contents of this disclaimer notice. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Additional Information; Participants in the Solicitation If a Transaction is pursued, the SPAC will be required to file a preliminary and definitive proxy statement, which may include a registration statement, and other relevant documents with the SEC. Stockholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC if and when they become available because they will contain important information about the SPAC, the Company and the contemplated business combination, Shareholders of the SPAC will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about the SPAC, the Company and the contemplated business combination, without charge, at the SEC’s website located at www.SEC.gov. The SPAC and the Company and their respective directors, executive officers and other members of management, and employees may be deemed to be participants in the solicitation of proxies from the SPAC’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus if and when available. You may obtain free copies of these documents as described in the preceding paragraph. This Presentation does not contain all the information that should be considered in connection with a Transaction. It is not intended to form any basis of any investment decision or any decision in respect to a Transaction. The definitive proxy statement will be mailed to shareholder as of a record date to be established for voting on the contemplated business combination if and when it becomes available. 65 CONFIDENTIALDISCLAIMER (2/2) Non IFRS Financial Measures The document includes certain non-IFRS financial measures (including on a forward-looking basis), such as Adjusted EBIT, Adjusted EBITDA, Net Financial Indebtedness, Operating Capex and Adjusted Operating Cash Flow.These non-IFRS measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS. The SPAC and Company believe that these non-IFRS measures of financial results (including on a forward forward-looking basis) provide useful supplemental information to investors about the Company. The Company’s management uses forward-looking non-IFRS measures to evaluate the Company’s projected financials and operating performance. However, there are a number of limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents, including that they exclude significant expenses that are required by IFRS to be recorded in the Company’s financial statements. In addition, other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore, the Company’s non-IFRS measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward forward-looking non-IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Unaudited Core Financial Information This presentation contains certain unaudited historical and prospective financial measures referred to as “core” measures (“the Unaudited Core Financial Information”), which exclude certain businesses of the Company that are expected to be divested (by way of one or more demergers or other transfers) prior to the consummation of the Transaction (such divestitures, collectively, the “Divestment”). The Divestment concerns (i) the Company’s real estate business (consisting of the Company’s subsidiary E.Z. Real Estate S.r.l., which directly or indirectly holds substantially all of the Company’s real estate assets, as well as certain properties owned by Lanificio Ermenegildo Zegna e Figli S.p.A. (“Lanificio”), including part of Lanificio’s industrial building located in Valdilana and Lanificio’s hydroelectric plants), (ii) its 10% equity interest in Elah Dufour S.p.A. and certain related contractual rights and obligations, and (iii) its equity stake in Agnona S.r.l. (70% of which was divested in January 2021, and the remaining 30% of which is expected to be divested prior to the consummation of the Transaction). The prospective Unaudited Core Financial Information included in this presentation excludes, in addition to the Divestment described above, the impact of the following transactions occurred after December 31, 2020 (unless otherwise indicated): (a) the purchase of a 60% equity interest in Tessitura Ubertino S.r.l., which was consummated on June 4, 2021; and (b) the purchase of a 40% equity interest in Filati Biagioli Modesto S.p.A. (which following consummation will be consolidated line by line in the Zegna consolidated financial statements), which is expected to close in the third quarter of 2021. The word “core” associated with any non-IFRS measures has no other meaning but the one described above. The Unaudited Core Financial Information has been prepared solely for the purpose of illustrating the effects on a hypothetical basis of the Divestment on the Company’s consolidated income statement and consolidated statement of financial position, as if the Divestment had occurred on December 31, 2017. The Unaudited Core Financial Information does not constitute, nor should it in any way be construed as, pro forma financial information within the meaning set forth under Regulation S-X under the Securities Act. In light of the foregoing, in reviewing the Unaudited Core Financial Information it is necessary to consider that the actual impact of the Divestment on the Company’s consolidated results of operations and financial position in future periods may differ, also significantly, from the impact presented in the Unaudited Core Financial Information. Trademarks The Company owns or has rights to various trademarks, service marks and trade names that it uses in connection with the operation of is business. This presentation may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in the Presentation is not intended to, and does not imply, a relationship with the Company, or an endorsement or sponsorship by or of the Company. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. By accepting this document and/or attending any presentation relating thereto, you will be deemed to have represented, warranted and undertaken that: (i) you are a Relevant Person (as defined above); and (ii) you have read and agree to fully comply with and accept the contents of this disclaimer notice. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Additional Information; Participants in the Solicitation If a Transaction is pursued, the SPAC will be required to file a preliminary and definitive proxy statement, which may include a registration statement, and other relevant documents with the SEC. Stockholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC if and when they become available because they will contain important information about the SPAC, the Company and the contemplated business combination, Shareholders of the SPAC will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about the SPAC, the Company and the contemplated business combination, without charge, at the SEC’s website located at www.SEC.gov. The SPAC and the Company and their respective directors, executive officers and other members of management, and employees may be deemed to be participants in the solicitation of proxies from the SPAC’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus if and when available. You may obtain free copies of these documents as described in the preceding paragraph. This Presentation does not contain all the information that should be considered in connection with a Transaction. It is not intended to form any basis of any investment decision or any decision in respect to a Transaction. The definitive proxy statement will be mailed to shareholder as of a record date to be established for voting on the contemplated business combination if and when it becomes available. 65 CONFIDENTIAL

EX-99.3

Exhibit 99.3

Ermenegildo Zegna Holditalia S.p.A. and subsidiaries

Consolidated Financial Statements as of December 31, 2020

1

Ermenegildo Zegna Holditalia S.p.A.

Consolidated Financial Statements for the Year Ended 31 December 2020

Contents
	Page
Letter of the Chairman of Board of Directors and CEO of the Group		3
Report on Operation		5
Consolidated statement of profit and loss		18
Consolidated statement of other comprehensive income		19
Consolidated statement of financial position		20
Consolidated cash flow statement		21
Consolidated statement of changes in equity		22
Notes to the consolidated financial statements		24
Appendix 1 Consolidation area		91

2

ERMENEGILDO ZEGNA HOLDITALIA S.p.A. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2020

Letter of the Chairman of Board of Directors and CEO of the Group

Over the last years, we have witnessed to a radical shift in men’s attitudes towards style: informality has become the norm in so many aspects of our lives, including the ways in which men dress. This change towards more casual dressing was well underway before the pandemic but was greatly accelerated while we spent more and more time in our homes. One may be quick to think that these changes would harshly affect Zegna, but flexibility, innovation and responding to our customers’ needs has always been our primary way of thinking. Guided by these values and a clear strategy, our journey towards offering a casual and luxurious category of clothing was well underway prior to the pandemic’s onset. And as always with Zegna, this evolving vision is rooted in a thoughtful sartorial approach towards defining men’s style.

Despite extraordinary challenges to our business due to pandemic-related trade and travel restrictions, we are extremely proud at the resiliency we’ve seen, thanks in large part to the dedication of our employees and the loyalty of our customers. While our international retail network was heavily affected by store closures, especially during the second and third quarters of 2020, Zegna Group revenues still landed above one billion euros. Thom Browne, which Zegna acquired in 2018, outperformed both revenue and profitability expectations, exceeding 2019 levels. In the second half of 2020, in markets such as China and Russia that were less affected by store closures, the sales performance of the Zegna brand demonstrated a remarkable high double-digit bounce-back versus the same period in 2019; also Dubai was able to confirm the positive performance of the second half of 2019.

Adjusted EBITDA totalled 181 million euros (18% on revenue) and Adjusted EBIT accounted for 13 million euros. Net loss amounted to 45 million euros. Zegna’s Net Financial Indebtness amounted to -6 million euros at year-end, or 18 million euros below the previous year’s level. Total Equity accounted for 653 million euros.

In the face of a severe drop off in revenues as the result of lock downs around the world, the resiliency of our organization enabled the Group to act swiftly to better control costs. We did so by assuring neutral leverage of operating costs for the year and by lessening the break-even point dramatically without limiting the development and strengthening of the Zegna and Thom Browne brands.

By the end of 2020, we had 537 mono-brand stores, of which 296 are managed directly. We were pleased to be able to open 10 new Thom Browne stores in addition to Zegna store openings in Shanghai, Paris and Mexico City. 241 of our stores are operated on a franchising or wholesale basis.

Zegna’s retail networks in South Korea and Morocco have been transformed through a franchisee agreement involving local partners, whose knowledge of the market and entrepreneurial capabilities will assure our customers receive the service they have come to expect.

3

As of January 2021, Zegna’s majority stake in Agnona srl, a company that produces and distributes the high-end Agnona brand, was purchased by the Aimone family, one of Zegna related party and one o stakeholders. Zegna Group retains a 30% stake in Agnona, reinforcing our strategy of maintaining financial interests in other companies within our industry with the aim of leveraging yet another historic brand.

2021 started with strong sales in countries less affected by restrictions due to COVID-19, and we feel confident that the Group is moving forward on its path towards pre-pandemic results. A comprehensive overhaul of the Group’s structure will assist us as we move forward, allowing us to operate in a more agile manner. At the same time, the Textile Division will continue to pursue its strategy of extending and reinforcing its high-end product offer with Lanificio Zegna, Bonotto and Dondi, and also through selective partnerships and acquisitions. Strategic investment remains a top priority, as we seek to strengthen our IT infrastructure and renovate and expand our global retail network.

In the face of much uncertainty, our approach and commitment to sustainability has remained unchanged and is at the forefront of everything we do. This year we made substantial progress on our vision of producing zero waste through our project #UseTheExisting. This represents the brand’s commitment to using more natural and technical fabrics, all of which are developed from pre-existing sources via innovative processes.

At Zegna, we are driven by a philosophy that our actions today will shape our tomorrow. Motivated by this ethos, during the pandemic’s initial outbreak in China, Zegna reacted immediately by making a financial donation in the region to support affected areas and to aid in the distribution of protective equipment. As the situation worsened across Italy and much of Europe, the Zegna family, together with the Group’s top management, pledged personal donations in support of the Civil Protection in Italy, the nurses, doctors, scientists and volunteers in Italy who have been working tirelessly to fight the epidemic. The Zegna Group also converted a portion of its production capabilities in its facilities in Novara, Italy and Mendrisio, Switzerland to allow for the manufacturing of critical medical supplies that was distributed throughout Italy and Switzerland. The overall donations totalled 4 million euros.

Our shared experiences throughout 2020 presented us with unforeseen obstacles – many of which forced us to think more deeply about what is important in life, about our mission in this world, and about the legacy that we will leave behind. At Zegna, as a family and as a company, we confronted these questions, too, and our responses were rooted in our founder’s vision of giving back to create a better tomorrow for future generations. Since its inception in 2014, Ermenegildo Zegna Founder’s scholarship continues to provide financial assistance to Italian students and researchers seeking to spend time abroad in connection with, or following completion of, their university studies in Italy. To date, more than 250 scholarships have been awarded allowing Italian students to spend time abroad at leading international academic institutions. The programme, in keeping with its mission, allows awardees to have valuable experiences abroad that can be brought back to Italy, ultimately contributing to the country’s future development.

Paolo Zegna	Ermenegildo Zegna
Chairman	Chief-Executive Officer

4

REPORT ON OPERATIONS

The Report on Operations of the Consolidated Financial Statements as of December 31, 2020, includes the Letter of the Chairman of Board of Directors and CEO of the Group that reports the economic trend of 2020, business outlook, investments of the year and subsequent events.

Supplemental information about Group management are reported below.

1. Non-IFRS performance, financial position and liquidity measures

We use certain measures to assess the financial performance of our business. Certain of these measures are defined “non-IFRS measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-IFRS measures include Adjusted EBIT, Adjusted EBITDA, Trade Working Capital and Net Financial Indebtedness.

An explanation of the relevance of each of the non-IFRS measures, a reconciliation of the non-IFRS measures to the most directly comparable measures calculated and presented in accordance with IFRS and a discussion of their limitations is set out below. We do not regard these non-IFRS measures as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with IFRS or those calculated using financial measures that are calculated in accordance with IFRS.

Adjusted EBIT

Adjusted EBIT is calculated as the Profit/(Loss) for the year excluding income taxes, financial income and expenses, exchange gains/losses, write downs / revaluations of equity investment, impairment losses on property, plant and equipment, intangible assets and right-of-use assets, the effect of certain events and transactions that the Management has considered do not relate to the Group’s underlying trading performance and not attributable to the normal operational management of the business.

We have included Adjusted EBIT in this annual report because it is a key measure that our Management and Board of Directors use to understand and evaluate our operating performance and trends.

In calculating Adjusted EBIT, we exclude (a) exchange gain / (losses), (b) write downs / revaluations of equity investments, (c) donations granted during the COVID-19 pandemic, (d) severance indemnities and severance expenses, (e) impairment losses on property, plant and equipment, intangible assets and right-of-use assets and (f) impairment losses on held for sale assets because we believe they are not representative of the underlying operations of the Group.

Additionally, adjustments relating to certain expenses and income were necessary in order to ensure a better comparability of the historical data relating to the fiscal years in question as these include items not considered by us to be attributable to the normal operational management of our business. In calculating Adjusted EBIT for the years ended December 31, 2020 and 2019, we excluded legal expenses accruals related to a lease agreement.

5

Accordingly, we believe that Adjusted EBIT provides useful information to third party stakeholders in understanding and evaluating our operating results.

A reconciliation of the Profit/(Loss) for the year to Adjusted EBIT for the years ended December 31, 2020 and 2019 is presented below:

NON IFRS MEASURES

ADJUSTED EBIT

(000/€)

			2020			2019
Profit/(Loss) for the year				(45.156	)		37.505
Income taxes				7.592			41.059
Financial income				(22.544	)		(19.165	)
Financial expenses				30.037			26.106
Exchange losses/(gains)				(7.087	)		9.826
Write downs/(Revaluations) of equity investments				8.737			1.534
Donations related to the Covid19 pandemic	(1	)		4.482			—
Legal expense related to a lease agreement	(2	)		3.000			—
Impairment of Property, plant and equipments and right-of-use assets	(3	)		18.368			4.210
Severance indemnities and severance expenses	(4	)		12.308			9.778
Impairment on held for sale assets	(5	)		3.053			0
Adjusted Ebit				12.790			110.853

(1) in 2020, the Group granted donations to charitable associations in Italy and abroad for the Covid19 pandemic for Eur 4,482 thousand, entered in the “Gift, associations & donations” item of the “Other Operating Costs”

(2) in 2020, the Group incurred Eur 3’000 thousand for legal expenses related to a lease agreement in the UK, entered in “Write Downs and Other Provisions”

(3) In 2020, the Group incurred impairment losses of Property, plant and equipment and Right-of-use assets respectively for Euro 5,447 thousand and for Euro 12,921 thousand.

In 2019, the Group incurred impairment losses of Property, plant and equipment Euro 4,210 thousand

(4) in 2020, the Group incurred for Euro 10.377 thousand for Severance indemnities and Euro 1.931 thousand for Severance expenses, entered respectively in the “Severance Indemnities” item of “Personnel Cost” and in the “Write Downs and Other Provisions”

In 2019, the Group incurred costs for Euro 9.778 thousand for Severance indemnities, entered in the “Severance Indemnities” item of “Personnel Cost”

(5) in 2020, the Group incurred in impairment losses of Eur 988 thousand related to held for sale current assets, entered in “Write Downs and Other Provisions”, and Eur 2,065 thousand for the write-off of the held for sale inventory, entered in the “Cost of raw Material and Consumables”

6

Adjusted EBITDA

Adjusted EBITDA is calculated as Profit/(Loss) for the year excluding income taxes, financial income and expenses, exchange gains/losses, write downs / revaluations of equity investment, depreciation, amortization and impairment of assets, the effect of early termination of some lease contracts, the effect of certain events and transactions that Management has considered do not relate to the Group’s underlying trading performance and not attributable to the normal operational management of the business.

We have included Adjusted EBITDA in this annual report because it is a key measure that our Management and Board of Directors use to understand and evaluate our core operating performance and trends and liquidity generation/(absorption).

In calculating Adjusted EBITDA, we exclude (a) exchange gain / (losses), (b) write downs / revaluations of equity investments, (c) donations granted during the COVID-19 pandemic, (d) severance indemnities and severance expenses, (e) impairment losses on property, plant and equipment, intangible assets and right-of-use assets and (f) impairment losses on held for sale assets because we believe they are not representative of the underlying operations of the Group.

Additionally, adjustments relating to certain expenses and income were necessary in order to ensure a better comparability of the historical data relating to the fiscal years in question as these include items not considered by us to be attributable to the normal operational management of our business. In calculating Adjusted EBITDA for the years ended December 31, 2020 and 2019, we excluded (a) legal expenses related to a lease agreement in UK and (b) losses arising from the sale of the “woman business”

Accordingly, we believe that Adjusted EBITDA provides useful information to third party stakeholders in understanding and evaluating our operating results and liquidity generation/(absorption).

A reconciliation of the Profit/(Loss) for the year to Adjusted EBITDA for the years ended December 31, 2020 and 2019 is presented below.

7

NON IFRS MEASURES

ADJUSTED EBITDA

(000/€)

			2020			2019
Profit/(Loss) for the year				(45.156	)		37.505
Income taxes				7.592			41.059
Financial income				(22.544	)		(19.165	)
Financial expenses				30.037			26.106
Exchange gains/(losses)				(7.087	)		9.826
(Write downs)/Revaluations of equity investments				8.737			1.534
Depreciation and Amortization				168.068			169.611
Donations related to the Covid19 pandemic	(1	)		4.482			—
Legal expense related to a lease agreement	(2	)		3.000			—
Impairment of Property, plant and equipments and right-of-use assets	(3	)		18.368			4.210
Severance indemnities and severance expenses	(4	)		12.308			9.778
Impairment on held for sale assets	(5	)		3.053			—
Adjusted Ebitda				180.858			280.464

(1) in 2020, the Group granted donations to charitable associations in Italy and abroad for the Covid19 pandemic for Eur 4,482 thousand, entered in the “Gift, associations & donations” item of the “Other Operating Costs”

(2) in 2020, the Group incurred Eur 3’000 thousand for legal expenses related to a lease agreement in the UK, entered in “Write Downs and Other Provisions”

(3) In 2020, the Group incurred impairment losses of Property, plant and equipment and Right-of-use assets respectively for Euro 5,447 thousand and for Euro 12,921 thousand.

In 2019, the Group incurred impairment losses of Property, plant and equipment Euro 4,210 thousand

(4) in 2020, the Group incurred for Euro 10.377 thousand for Severance indemnities and Euro 1.931 thousand for Severance expenses, entered respectively in the “Severance Indemnities” item of “Personnel Cost” and in the “Write Downs and Other Provisions”.

In 2019, the Group incurred costs for Euro 9.778 thousand for Severance indemnities, entered in the “Severance Indemnities” item of “Personnel Cost”

(5) in 2020, the Group incurred in impairment losses of Eur 988 thousand related to held for sale current assets, entered in “Write Downs and Other Provisions”, and Eur 2,065 thousand for the write-off of the held for sale inventory, entered in the “Cost of raw Material and Consumables”

8

Non IFRS Financial position and liquidity measures: Trade Working Capital and Net Financial Indebtedness

NON IFRS MEASURES

TRADE WORKING CAPITAL AND ADJUSTED NET FINANCIAL INDEBTNESS

(000/€)

	31/12/2020			31/12/2019
Trade working capital:
Trade receivables		138.829			178.222
Inventories		321.471			314.591
Trade liabilities including customer advances		(188.342	)		(225.598	)
Trade working capital		271.957			267.215

	31/12/2020			31/12/2019
Net Financial Indebtedness:
Non current financial borrowings		(558.722	)		(514.263	)
Current financial borrowings		(91.029	)		(106.029	)
Derivative financial instruments		(12.285	)		(11.863	)
Other non current financial liabilities - Bonds and Other (1)		(8.065	)		(7.890	)
Total Borrowings, other financial liabilities and derivatives		(670.101	)		(640.045	)
Cash and cash equivalents		302.291			210.626
Derivatives financial instruments		11.848			6.468
Other current financial assets		350.163			434.905
Total Other current Financial assets		664.301			651.999
Net Financial Indebtedness		(5.800	)		11.954

(1) In 2020, Bonds related to non-convertible debenture loans for Euro 4,287 thousand, Other loans granted by a minority shareholder of a Group’s company not fully owned for Euro 3,594 thousand, Other Financial Liabilities Euro 184 thousand.

In 2019, Bonds related to non-convertible debenture loans for Euro 4,287 thousand, Other loans granted by a minority shareholder of a Group’s company not fully owned for Euro 3,272 thousand, Other Financial Liabilities Euro 331 thousand

We define Trade Working Capital as the sum of Trade receivable, Inventories and Trade liabilities including customer advances.

We have included Trade Working Capital in this annual report because it is a key measure that our Management and Board of Directors use to understand and evaluate our liquidity generation/(absorption).

9

We define Net Financial Indebtedness as the sum of financial borrowings (current and non-current), derivative financial instruments, bonds and loans entered in the Other non-current financial liabilities, net of cash and cash equivalents, derivative financial instruments and other current financial assets.

We have included Net Financial Indebtedness in this annual report because it is a key measure that our management and Board of Directors use to monitor the level of net liquidity and financial resources available.

Main Risks and Uncertainties to Ermenegildo Zegna Holditalia S.p.A. and its Subsidiaries

Risk factors regarding the international luxury goods market

Economic risks and international business risks

The performance of the luxury goods market is influenced by individuals’ propensity to consume and by the general economy. Accordingly, the Group’s financial and business performance is exposed to global social and macroeconomic risks due to its international scale. An unfavourable economy in one or more of the main countries where the Group operates, as well as on a global level, could adversely affect the propensity to spend on luxury goods and have a negative impact on the Group’s operations, results, cash flows and financial condition.

Moreover, a substantial portion of sales originates from purchases of products by customers on trips abroad. Therefore, unfavourable economic conditions, social, health or geopolitical situations leading to instability, adverse natural events or government restrictions on movement could negatively impact the Group’s sales operations, results, cash flows and general financial condition.

The market in which the group operates is connected to industrialized economies where demand for “luxury goods” is normally related to the presence of travelling customers, particularly in some countries. Travel restrictions and trading restrictions imposed to the retail sector, on top of the effects of financial economic crisis at the local and/or international level, e.g. high inflation rates and currency devaluations, could stop or slow down the growth in demand. This could affect the Group’s business and economic, property and financial situations.

Risks regarding image and brand recognition

The Group’s success in the international luxury goods business is linked to the image and distinct character of its brands. These features depend on many factors, such as the style and design of the products, the quality of the materials used and production techniques, the image and locations of DOS, careful selection of licensees, communications activities and the general corporate profile.

Preserving the image and prestige acquired by its brands is a primary objective of the Ermenegildo Zegna Group, pursued by monitoring constantly the Company and its changes, and by continuously seeking innovation in styles, products and communications in order to convey messages that are always consistent with the strong brand identities.

10

Meanwhile, monitoring meticulously each internal and external phase of the value chain reduces considerably the risk that inappropriate performance could affect Ermenegildo Zegna Consolidated Financial Statements and therefore the value of the brands.

Risks regarding ability to anticipate trends and react to shifts in consumer tastes

The Group’s success is reliant on its ability to create and define fashion and product trends, and to anticipate shifts in consumer tastes and luxury market trends in a timely manner.

Ermenegildo Zegna, assisted by a qualified team of stylists and designers, is capable of combining intellectual curiosity, the pursuit of new and unconventional ideas, and cultural and social interests with a strong sense of fashion. This has made it possible to establish a genuine design culture, based on method and discipline, which guides everyone who works in the creative process.

In the design area, a mix of different cultures and talents contribute to creativity; in the development area, craft skills combined with solid manufacturing processes enable the Group to keep abreast of emerging consumer trends and lifestyles and to continue to be a major player in the industry.

Intellectual property risks

The Ermenegildo Zegna Group’s brands have always been associated with beauty, creativity, tradition and excellent quality. Ermenegildo Zegna’s ability to protect its brands and other intellectual property rights means safeguarding these fundamental assets that are responsible for the success of the brands and the brand positioning.

The Group protects its brands, designs, patents and websites by registering them and obtaining legal protection for them in all countries throughout the world.

The Group actively opposes all forms of counterfeiting and intellectual property infringement by adopting strong, systematic measures worldwide. The wholesale, retail, online and offline markets are monitored daily in close collaboration with the Italian and international customs authorities and tax authorities.

Strategic risks

The possibility for the Group to improve its financial and business performance depends on successful implementation of its commercial strategy, which is achieved through the continuous support and development of retail sales and the constant recognition of the brand as reference points in the industry.

11

The Group provides support to the retail network by offering leather goods, clothing and footwear that reflect the brand positioning accompanied by a unique buying experience distinguished by careful revision of the physical and digital store concepts and layouts and by constant enrichment of customer services. The performance of the retail channel is supported by marketing initiatives intended to enhance the identity of the brands in the specific markets, emphasizing the unique features that distinguish the style and craftsmanship of the products.

Risks regarding the importance of key personnel

The Group’s success depends on the contribution of key individuals who have played an essential role in the Group’s expansion and who have substantial experience in the fashion and luxury goods business. Its success also depends on Zegna’s ability to attract and retain people who are qualified in the design, product development, production, marketing, merchandising and corporate and merchandising functions.

The Group considers its management structure to be capable of ensuring business continuity.

Financial Risks

The Group is exposed to the various financial risks arising from its core business. More specifically, the Group is exposed to:

• interest rate risks relating to the impact of changes in market interest rates;

• exchange rate risks, due to operations in currency areas other than that of the accounting currency;

• liquidity risks relating to the availability of financial resources and the ease of access to the credit market and connected to the need to fulfil the Group’s financial commitments in the short term;

• credit (or counterparty) risks, representing the risks of default on commercial or financial obligations assumed by the various counterparties and arising from normal commercial transactions or from use, financing and risk hedging activities.

Financial risks are managed on the basis of guidelines established by the Parent Company (“Parent Company”), in compliance with the goals set centrally by the Board of Directors. This approach enables the control and coordination of the operations of the individual subsidiaries, also through more effective financial planning and control, the systematic monitoring of the Group’s levels of exposure to financial risks as well as the trend in cash management, and the provision of useful indications in order to optimize the management of dealings with the reference credit institutions. In accordance with these directives, the Group specifically controls the management of individual financial risks and intervenes to contain their impact, also by using derivatives.

12

Interest rate risk

Movements in market interest rates affect the level of net financial charges and the market value of financial assets and liabilities.

Interest rate risk can be classified as follows:

• flow risk, which refers to the variability in interest income and expense received and paid following changes in market interest rates;

• price risk, relating to the sensitivity of the assets and liabilities market value to changes in the level of interest rates (it refers to fixed rate assets or liabilities).

The Group is mainly exposed to flow risk, i.e. to the risk of recording in the income statement an increase in financial charges due to an unfavourable change in interest rates. Group companies use third-party financial resources largely in the form of floating rate bank debt and deploy the available liquidity mainly in money market instruments. Changes in market interest rates only affect the cost of loans and the yield on uses and thus the level of the Group’s financial charges and income, and not their fair value.

Bank debt is represented by both short-term and medium/long-term, floating-rate loans. The cost of bank debt is benchmarked to the market rate (generally Euribor/Libor or the benchmark of the loan currency on the specific interbank market) in the period increased by a spread which depends on the type of line of credit used. Drawdowns range from one day to a maximum of less than three years (term loan); the interest period and the market rate used (Euribor/Libor) does not exceed six months, including for drawdowns beyond the year. The margins applied are in line with best market standards.

Cash surpluses are used with reference banks in short-term time deposit transactions, referring to the Euribor/Libor rate for the period or the benchmark of the investment currency on the specific interbank market or in intercompany loans, regulated at current market conditions, in order to reduce the Group’s exposure to the banking system, limit the counterparty risk as well as the impact of financial charges. As part of the general policy of optimizing financial resources, the aim is to find a balance between companies with surplus liquidity and others with financial requirements, using the least costly forms of financing.

Exchange rate risk

The exposure to exchange rate risk derives from operations in currencies other than the accounting currency. In particular, the exchange rate risk can be classified based on the nature of the exposure and of the relevant effects:

• Translation risks are related to the translation of assets and liabilities of companies which prepare their financial statements in a different currency from the Group’s functional currency. It is not the Group’s policy to hedge its exposure to translation exchange risk.

• Structural risk occurs as Group cash inflows and outflows react differently to currency changes and it is related to the fact that the Group incurs a significant part of its costs in Euro (mostly production and corporate costs), while the revenues and costs recorded by Group companies are mainly expressed in the local currencies of the respective reference markets. External factors such as inflation and internal factors such as adjustments to product prices are the mitigating factors that in the long term may reduce the effect of such miss match.

• Transaction risks are related to the different relevance of costs and revenues in foreign currency compared to the moment when the price conditions were defined and due to the

13

translation of trade or financial receivables and payables denominated in foreign currency. Particularly, the Group is exposed to the risks deriving from exchange rate for currencies in which sales are made to associates and third-party customers. This risk exists that the amount of revenues in euro may decrease in the event of unfavourable fluctuations in the exchange rate, thereby preventing the desired margin from being achieved. To limit its exposure to the transaction risks, the Group enters derivative contracts (forward exchange contracts) that predefine the exchange rate or a range of exchange rates at future dates.

Exchange rates risk is mainly related to invoices in US Dollar and Chinese Renminbi. The Group manages exchange rates risk thru financial derivate instruments (mainly on USD and CNY).

Central Treasury Office has prepared financial hedging instruments to cover the risk of exchange and interest rate fluctuations.

Credit Risks

Credit risk represents the Company’s exposure to potential losses arising from failure to meet trade or financial obligations taken on by counterparties. The Group’s exposure to credit risk depends on the nature of the activities which have generated the relevant receivables.

The Group’s exposure to trade risk refers exclusively to wholesale sales, which represented nearly 37% of global turnover in 2020; the rest refers to retail sales, which are paid with cash or credit and debit cards at the time of purchase, and royalties.

Trade receivables mainly refer to wholesale sales and are generally due in 90 days or less. The Group generally favours trade dealings with customers with whom it has well-established and consolidated relations. It is the Group’s policy to check credit ratings of customers who ask for extended payment terms, based both on information which can be obtained from specialist agencies and on the observation and analysis of historical data of established customers. In addition, the balance of trade receivables is constantly monitored during the year in order to ensure prompt intervention and to reduce the risk of losses. The allocation of the credit risk among a number of customers helps to further mitigate the risk.

Trade receivables are recorded net of write-downs, which are estimated based on the counterparty’s insolvency risk, determined by considering the information available on the customer’s solvency, historical data, and forecast economic conditions.

Besides obtaining, where possible, advance payments and guarantees from wholesale customers or the adoption of means of payment which are less risky for the creditor, such as documentary letters of credit, other instruments used to manage commercial credit risk is the subscription of factoring contracts without recourse and insurance policies.

In general, the Company believes that the credit risk management policies implemented enabled overdue and bad debts, which required the adoption of legal credit collection measures, to be kept within reasonable limits.

The credit risk connected to financing, investing and operating activities in derivatives to hedge the exchange rate risk is represented by the inability of the counterparty or the issuer of the financial instruments to meet their contractual obligations, i.e. the so-called counterparty risk. The Group manages this type of risk by selecting counterparties with high credit ratings and who are considered solvent by the market and with whom it has routine and ongoing trade and banking service relations and by diversifying the accounting currency of surplus cash.

14

The concentration of trade receivables by geographical area and the details of the provision for bad debt is provided in note Trade receivables.

Liquidity Risks

Cash flows, financial needs and the solvability of the Group are controlled and managed by the Central Group Treasury Office to assure an effective and efficient management of financial resources (maintaining a suitable liquidity level and funds availability with committed credit lines).

Present economic conjuncture requires attention managing liquidity risks. In order to face a challenging economic situation in 2021, the Group makes provision to cover financial needs and planned capital expenditures with operating management, available liquidity and bank financing.

2. Other Information

Treasury stocks

The caption Treasury stocks, as of December 31, 2020, consists of no. 271.815 ordinary shares amounting to 76,625 thousand Euro.

In 2020 the Parent Company purchased n. 2.801 shares, increasing the negative reserve by 945 thousand Euro.

Research and Development

Research and development activity carried out by the Group aims at guaranteeing the production and the commercialization of innovative and high-quality products for refined and elegant customers, by the time each seasonal collection is showcased. In coherence with the development of Group directly operated stores, besides the traditional activity of research and development on products and processes, in 2020 continuous research and development to study and experiment for all possible forms of customer service improvement, using know how and the interpretation of customers’ needs, has been conducted.

Operations with Associates

During the period, there were no transactions, including intergroup transactions, with associates that qualified as unusual or atypical. Any associate transactions were part of the company’s normal business activities at the Group. Such transactions are concluded under standard market terms for the nature of goods and/or services offered.

15

Derivative Financial Instruments

The Company traded some derivative financial instruments that are commented in the Explanatory Notes to the Financial Statements.

Information on the environment and staff

The company has scrupulously applied the rules on safety at work and environmental protection, with particular reference to waste disposal, industrial waste-water treatment and atmospheric emissions. In response to the pandemic increased health risk for employees and third parties, the Group promptly enforced sanitization procedures of working places, daily control on staff and third parties accessing the Group premises, restrictions on the density of people admitted to working places, adopting -among others – measures like double shift working times and smart-working wherever possible. The meetings with employees for training and information on safety and health in the workplace continued with specialists in the sector.

The constant update of the risk assessment documents has continued in 2020, in compliance with Legislative Decree no. 81/2008 and with other local regulations.

It should also be noted that during the year no one of the following events, occurred: deaths, charges related to occupational illnesses on employees and former employees, which the company has been declared responsible for.

Finally, it should be noted that the company did not contest any damage caused to the environment.

Impact of the Covid-19 pandemic on the consolidated financial statements

The Covid-19 pandemic and the measures taken by various governments to fight it severely disrupted Ermenegildo Zegna Group’s operations during the fiscal year and significantly affected the annual financial statements. The closure of stores and production facilities in most countries for a number of months, along with the halt in international travel, were responsible for the reduction in revenue and, consequently, the deterioration in profitability across all the business segments. The impact of the crisis on the Group’s results is discussed in detail in the consolidated financial statements notes. The assumptions and estimates used as a basis for measuring certain balance sheet and income statement items were updated in light of the crisis. This concerned the following topics:

• valuation of intangible assets: impairment tests were run (see Note 23);

• all retail entities took steps to renegotiate their leases in order to optimize their lease expenses. The lease abatements thus obtained during the fiscal year were recognized as a deduction to “Depreciation and amortization” (see Note 13);

• evaluation of inventory provision in order to verify that the impairment policy is appropriate to reflect slower inventory turnover and more limited sales prospects for seasonal products; the assessment didn’t bring to any change of inventory policy due to more than immaterial impacts;

• payments received or receivable from social security systems or government agencies in respect of measures to safeguard the economy: such payments were deducted from the expenses in respect of which the payments were obtained, in compliance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance. If these measures took the form of an income tax reduction, the amounts were deducted from the tax expense, in compliance with IAS 12. These measures were mainly aimed at protecting jobs and essentially concerned certain Group subsidiaries in Europe, North America and Asia.

16

Subsequent events

After the closing date as at December 31, 2020, there are no subsequent events that could affect this financial statement.

Relevant non adjusting subsequent events:

• On February 23, 2021, the subsidiary Italco, managing a production plant in Spain, reached an agreement with its workers to initiate a collective dismissal procedure. No decisions have been made yet regarding either the definitive cessation of activity after the current year or its continuation with a reduced staff;

• In May a project for the spin-off of certain real estate properties and other assets was approved by the Board of Directors

• On May 13th a share of Thom Browne Inc. for a consideration of USD 37,400 thousand corresponding to Euro 30,653 thousand was purchased by the Group. After the deal the share of Zegna in Thom Browne Inc. grows to 90%

• In May an agreement concerning the purchase of a real estate property in London (already 50% owned by the Group) for a consideration of GBP 36,500 thousand has been reached and is being finalized

• In May 60% share of Tessitura Ubertino was purchased by the Group.

The global business of Ermenegildo Zegna continued to be impacted by the COVID-19 pandemic. Persisting lockdowns and temporary store closures, in particular in Europe, lasting restrictions on public life including comprehensive social distancing measures as well as ongoing international travel restrictions are expected to continue to weigh on the recovery of the overall industry as well as performance of the Group, especially in the first half of 2021.

On the basis of the above and in accordance with the majority of experts and industry analysts, the Group expects full recovery to pre-pandemic demand in European countries and some Asian economies, excluding China and Dubai, to take place not before first half 2022.

On the ground of actions enforced to support the business, such as activating remote sales tools and procedures, and permanent efficiency action operated in 2020, the Management and the Board of Directors have evaluated various prospective scenarios and believe that the Group has sufficient financial resources to guarantee compliance with its obligations for the 2021 financial year.

To date, there are no tensions on the Group’s financial structure; it presents an adequate level of liquidity and credit lines to meet any greater and unexpected financial needs in the more immediate future.

Given the above, the Board of Directors has not identified significant uncertainties for the future of the Parent Company and its subsidiaries.

Valdilana, June 21, 2021

For and on behalf of the Board of Directors

The Chairman Paolo Zegna

17

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(000/€)

	Note	2020			2019
Revenues	8		1.014.733			1.321.327
Other income	9		23.363			28.602
Revenues and other income			1.038.097			1.349.928
Costs for raw materials and consumables	10		(250.888	)		(302.067	)
Costs for services	11		(293.608	)		(394.828	)
Personnel costs	12		(285.321	)		(338.936	)
Depreciation, amortization and impairment of assets	13		(186.431	)		(173.821	)
Write downs and other provisions	14		(12.015	)		(3.814	)
Other operating costs	15		(38.255	)		(39.597	)
Operating Profit/(Loss)			(28.422	)		96.866
Financial income	16		22.544			19.165
Financial expenses	16		(30.037	)		(26.106	)
Exchange gains/(losses)	16		7.087			(9.826	)
(Write downs)/Revaluations of equity investments	17		(8.737	)		(1.534	)
Profit/(Loss) before taxes			(37.564	)		78.564
Income taxes	18		(7.592	)		(41.059	)
Profit/(Loss) for the year			(45.156	)		37.505
Profit/(Loss) for the year attributable to shareholders of the parent company			(49.202	)		32.893
Profit/(Loss) for the year - attributable to non controlling interests			4.045			4.611

18

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

(000/€)

	2020			2019
Profit/(Loss) for the year		(45,156	)		37,505
Items that will be subsequently reclassified to the income statement
Currency differencies arising from the translation of foreign subsidiaries statements		(34,694	)		8,378
Net gain (loss) deriving from cash flow hedge		649			(1,963	)
Net gain (loss) from financial instruments measured at fair value		287			2,463
Items that will not be subsequently reclassified to the income statement
Net actuarial gain (loss) deriving from employees defined-benefit plans		499			(444	)
Total other comprehensive income (loss) - Net of taxes		(33,259	)		8,434
TOTAL COMPREHENSIVE INCOME (LOSS) OF THE PERIOD - Net of taxes		(78,415	)		45,939
Comprehensive income (loss) of the year - attributable to shareholders of the parent company		(82,175	)		41,237
Comprehensive income (loss) of the year - attributable to non-controlling interests		3.760			4,702

19

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(000/€)

	Note		31/12/2020			31/12/2019
Non-current assets
Property plant and equipment		19		240.395			269.041
Investment property		20		49.754			55.162
Intangible assets with a finite useful life		21		67.669			74.110
Right of use		22		364.362			471.957
Goodwill		23		286.303			310.606
Investments at equity method		24		21.360			27.794
Deferred tax assets		25		72.211			59.219
Other financial assets		26		46.980			91.613
Total non-current assets				1.149.035			1.359.501
Current assets
Inventories		27		321.471			314.591
Trade receivables		28		138.829			178.222
Derivatives financial instruments		29		11.848			6.468
Tax receivables		30		58.833			71.574
Other current financial assets		31		350.163			434.905
Other current assets		32		23.496			30.239
Cash and cash equivalents		33		302.291			210.626
Total current assets				1.206.930			1.246.626
Assets held for sale		34		17.225			—
Total assets held for sale				17.225			0
TOTAL ASSETS				2.373.190			2.606.127
Equity		35
Share capital		35.1		4.300			4.300
Other reserves and retained earnings		35.2		667.547			670.506
Profit/(Loss) for the year				(49.202	)		32.893
Total equity attributable to shareholders of the parent company				622.645			707.699
Total equity attributable to non controlling interest		36		29.890			27.705
Total equity				652.536			735.405
Non-current liabilities
Non-current financial borrowings		37		558.722			514.263
Other non-current financial liabilities		38		220.968			236.978
Lease liabilities		39		314.845			405.637
Provision for risks and charges		40		48.412			49.258
Employee termination indemnities		41		29.216			30.573
Deferred tax liabilities		25		36.269			39.623
Total non-current liabilities				1.208.432			1.276.332
Current liabilities
Current financial borrowings		37		91.029			106.029
Lease liabilities		39		92.842			102.516
Derivative financial instruments		29		12.285			11.863
Trade liabilities including customer advances		42		188.342			225.598
Tax liabilities		43		53.355			65.366
Other current liabilities		44		57.644			83.018
Total current liabilities				495.497			594.389
Liabilities held for sale		34		16.725			0
Total liabilities held for sale				16.725			0
TOTAL EQUITY AND LIABILITIES				2.373.190			2.606.127

20

CONSOLIDATED CASH FLOW STATEMENT

(000/€)

	2020			2019
A) Operating activities
Profit/(Loss) for the year		(45.156	)		37.505
Income taxes		7.592			41.059
(Financial income), financial expenses and exchange (gains)/losses		7.407			18.654
(Gains)/losses arising from fair value adjustments		1.736			(353	)
1. Net Result before income taxes, interests, dividends and gains/losses arising from the sale of fixed asstes		(28.422	)		96.866
Changes related to non-monetary items
Provisions to reverses for risks and charges		12.015			3.814
Depreciations, amortization and impairment of assets		186.431			173.821
Write downs (reversal) of the provision for obsolete inventory		37.735			8.446
Other non-monetary changes		(27.275	)		(1.661	)
Total non-monetary changes		208.907			184.420
2. Cash provided by operating activities before changes in working capital		180.485			281.285
Changes related to working capital
Decrease/(increase) in inventories		(51.693	)		(11.593	)
Decrease/(increase) in trade receivables		32.771			(7.218	)
Increase/(decrease) in trade liabilities including customer advances		(33.812	)		(12.862	)
Decrease/(increase) in prepaid expenses and accrued income		4.991			2.566
Increase/(decrease) in accrued expenses and deferred income		(27.575	)		(4.274	)
Other changes related to working capital		190			(15.342	)
Total changes in working capital		(75.128	)		(48.722	)
3. Cash provided by operating activities		105.357			232.563
Other adjustments
(Cash out of financial interests)		(4.048	)		(4.778	)
(Cash out of income taxes)		(31.059	)		(22.878	)
Total other adjustments		(35.107	)		(27.656	)
Net cash provided by operating activities (A)		70.250			204.907
B) Investing activities
Property plant and equipment		(27.481	)		(47.448	)
(Addition) of property plant and equipment		(27.481	)		(47.448	)
Disposal of property plant and equipment		—			—
Intangible assets with a finite useful life		(11.673	)		(11.987	)
(Addition) of intangible assets with a finite useful life		(11.673	)		(11.987	)
Disposal of intangible assets with a finite useful life		—			—
Right of use		—			—
(Addition) of right of use		—			—
Disposal of right of use		—			—
Non-current financial assets		44.273			1.385
(Addition) of non-current financial assets		—			—
Disposal of non-current financial assets		44.273			1.385
Current financial assets and derivative instruments		85.856			127.016
(Addition) of current financial assets and derivative instruments		—			—
Disposal of current financial assets and derivative instruments		85.856			127.016
Purchase or sale of subsidiaries or branch of, net of cash		(2.245	)		(16.747	)
Net cash used in investing activities (B)		88.730			52.219
C) Financing activities
Third parties resources		33.971			(138.592	)
Additions of non-current borrowings		80.000			135.434
Payments of borrowings		(46.029	)		(274.026	)
Payment of lease liabilities		(100.340	)		(122.000	)
Group resources		(945	)		(14.828	)
Share capital increase		—
Sale/(purchase) of treasury stocks		(945	)		94
Dividends and advances on dividends paid		—			(14.922	)
Net cash provided by financing activities (C)		(67.314	)		(275.420	)
Net increase/(decrease) in cash at bank and on hand (A ± B ± C)		91.665			(18.294	)
Cash and cash equivalent at the beginning		210.626			228.920
Cash and cash equivalent at end of the year		302.291			210.626
		91.665			(18.294	)

* In 2020 Purchase or sale of subsidiaries or branch of, net of cash include the balance sheet deviation deriving from assets held for sale.

In 2019 the Group acquired 65% of Gruppo DONDI S.p.A. The total consideration was Euro 14,503 thousand out of which Euro 3,420 thousand to be subsequently paid. The amount of Euro 14,503 thousand is net of the cash of Gruppo Dondi at the date of acquisition (Euro 3,572 thousand).

21

Statement of changes in consolidated shareholder’s equity

	Equity 01/01/2020			Net result destination			Dividends			Additional paid-in capital		Other movements of equity			Variation of other comprehensive income			Profit/(Loss) for the year			Equity 31/12/2020
Share Capital		4,300			—			—			—		—			—			—			4,300
Legal Reserve		860			—			—			—		—			—			—			860
Other Comprehensive Income		6,192			—			—			—		—			(32,974	)		—			(26,782	)
Reserve for treasury shares		(75,680	)		—			—			—		(945	)		—			—			(76,625	)
First time adoption reserve		(60,939	)		—			—			—		—			—			—			(60,939	)
Retained earnings and other reserves		800,073			32,893			—			—		(1,933	)		—			—			831,033
Group result		32,893			(32,893	)		—			—		—			—			(49,202	)		(49,202	)
Group Shareholders’ equity		707,699			—			—			—		(2,878	)		(32,974	)		(49,202	)		622,645
Minority interest		27,705			—			(1,731	)		—		155			(285	)		4,045			29,890
Consolidated shareholders’ equity		735,405			—			(1,731	)		—		(2,723	)		(33,259	)		(45,156	)		652,536

22

	Equity 01/01/2019			Net result destination			Dividends			Additional paid-in capital		Other movements of equity			Variation of other comprehensive income		Profit/(Loss) for the year		Equity 31/12/2019
Share Capital		4,300			—			—			—		—			—		—		4,300
Legal Reserve		860			—			—			—		—			—		—		860
Other Comprehensive Income		(2,151	)		—			—			—		—			8,343		—		6,192
Reserve for treasury shares		(75,586	)		—			—			—		(94	)		—				(75,680	)
First time adoption reserve		(60,939	)		—			—			—		—			—		—		(60,939	)
Retained earnings and other reserves		804,326			32,503			(12,731	)		—		(24,025	)		—		—		800,073
Group result		32,503			(32,503	)		—			—		—			—		32,893		32,893
Group Shareholders’ equity		703,313			—			(12,731	)		—		(24,119	)		8,343		32,893		707,699
Minority interest		20,006			—			(2,191	)		—		5,188			91		4,611		27,705
Consolidated shareholders’ equity		723,319			—			(14,922	)		—		(18,931	)		8,434		37,505		735,405

23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Ermenegildo Zegna Holditalia S.p.A. (the “Parent Company”) is incorporated as a joint-stock company in Italy under Italian law and adopts a conventional organizational model, with the Shareholders’ Meeting, the Board of Directors, and the Board of Statutory Auditors; it is the holding of the Ermenegildo Zegna Group (hereinafter also “Zegna” or the “Group”). The address of the Company’s registered office is Viale Roma 99/100, Valdilana (Biella).

Since 1910, Ermenegildo Zegna Group has evolved from luxury textile production to ready-to-wear and expanded across the world as a luxury lifestyle group.

The Textile division includes Lanificio Ermenegildo Zegna & Figli S.p.A., Valdilana (BI) founded in 1910, and other high end production sites in Italy.

The Group also manages own productions sites in Italy, Switzerland and other European countries, specialized in the production of tailoring, knitwear, shirts, hats, shoes and leather accessories.

The Group distribution is present in all the most important markets both through the retail channel, consisting of directly operated single-brand stores (Directly Operated Store), the online stores and through the wholesale channel, represented by multi-brand stores, in-shop within luxury department stores and major airports.

By the end of 2020, the Group had 537 mono-brand stores, of which 296 are managed directly. Furthermore, new Thom Browne stores were opened together with Zegna store openings in Shanghai, Paris and Mexico City.

241 of Group stores are operated on a franchising or wholesale basis. Zegna’s retail networks in South Korea and Morocco have been transformed through a franchisee agreement involving local partners, whose knowledge of the market and entrepreneurial capabilities will assure that customers receive the service they have come to expect.

These Consolidated Financial Statements were approved and authorized for issue by the Board of Directors of Ermenegildo Zegna Holditalia S.p.A. on June 21st, 2021.

2. BASIS OF PREPARATION

Statement of compliance with IFRS

The Consolidated Financial Statements of Ermenegildo Zegna Holditalia S.p.A. have been prepared in compliance with the International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standards Board (“IASB”), adopted by the European Union and applicable at the reporting date.

The Company decided to apply the changeover to IFRS for its consolidated financial accounts starting with the financial year ended December 31, 2019. The decision to apply IFRS in the preparation of the Consolidated Financial Statement has been adopted in line with the options applicable to non-listed parent companies stated at art. 5 of the Regulation (EC) n. 1606/2002 issued by the European Parliament and by the European General Counsel on July 2002.

24

Contents and structure of the Consolidated Financial Statements

The financial reporting formats presented by the Group have the following characteristics:

• the Consolidated Statement of Financial Position separates assets and liabilities into current and non-current items, i.e. those due respectively within and after 12 months from reporting date;

• in consideration of the type of business performed, the Consolidated Statement of Profit or Loss sets forth the individual items by their nature, in line with internal reporting processes and business operations;

• the Consolidated Statement of Comprehensive Income shows the components of profit and loss provisionally recognized in equity and is presented as a separate statement;

• the Consolidated Statement of Changes in Equity presents the movements in share capital, reserves and profit or loss for the period;

• the Consolidated Statement of Cash Flows has been prepared with the “indirect method”, as permitted by IAS 7 Statement of Cash flows (“IAS 7”) , breaking down financial flows into operating, investing and financing activities.

The Company’s functional and presentation currency is the Euro, the functional currency of Ermenegildo Zegna Holditalia S.p.A.. The amounts presented in the Notes to the Consolidated Financial Statements are in thousands of Euros, unless specified otherwise.

The Consolidated Financial Statements have been prepared on a going concern basis.

3. NEW IFRS AND AMENDMENTS TO IFRS

New Standards and Amendments issued by the IASB, endorsed by the European Union and applicable to the Ermenegildo Zegna Group from January 1, 2020

New IFRS Standards and Amendments to existing standards	Effective date for Ermenegildo Zegna Group	EU endorsement dates
Amendments to IFRS 9, IAS 39 and IFRS7: Interest Rate Benchmark Reform	January 1, 2020	Endorsed in January 2020
Covid-Related Rent Concessions: Amendment to IFRS 16	January 1, 2020	Endorsed in October 2020
IAS 1 and IAS 8: definition of material	January 1, 2020	Endorsed in November 2019
Amendments to References to the Conceptual Framework in IFRS Standards	January 1, 2020	Endorsed in November 2019

Among the new IFRSs and Amendments above, only the “Covid-Related Rent Concession: Amendment to IFRS 16” had a significant impact on the Consolidated Financial Statements.

On May 28, 2020, the IASB approved the possibility of providing lessees with a practical expedient for the immediate recognition in the profit or loss of Covid-related rental discounts.

Based on this practical expedient, the lessees are not required to assess whether the Covid-related rent reductions obtained by the lessors are lease modifications; therefore, the lessees can book such rent reductions as if they were not lease modifications according to the provisions of IFRS 16, thus giving the possibility to the lessees to recognize the entire economic benefit of such discounts immediately through profit or loss.

Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the Covid-19 pandemic and if all of the following criteria are met:

• any rent reduction affects only payments originally due on or before June 30, 2021;

• there is no substantive change to the other terms and conditions of the lease;

25

• the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change

On October 12, 2020, the European Commission completed the endorsement process of the amendment to IFRS 16 Leases “IFRS 16” for Covid-Related Rent Concessions. The application of such amendment is valid for financial statements starting from June 1, 2020, with early adoption allowed for financial years starting from January 1, 2020. The Ermenegildo Zegna Group opted for the early adoption thus recognizing the Covid related rent discounts from January 2020, when the pandemic began to significantly affect the Group’s activities in China.

As a result of the above, the Consolidated Statement of Profit and Loss for the twelve months ended December 31, 2020 includes a total of Euro 24.9 million of Covid-related rent discounts, being the negative lease cost resulting from the concession agreed.

New Standards and Amendments issued by the IASB, endorsed by the European Union, but not yet applicable to the Ermenegildo Zegna Group as effective for financial years beginning on January 1, 2021.

New IFRS Standards and Amendments to existing standards	Effective date for Ermenegildo Zegna Group	EU endorsement dates
Amendments to IFRS 4 Insurance Contracts - deferral of IFRS 9	January 1, 2021	Endorsed in December 2020
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform - Phase 2	January 1, 2021	Endorsed in January 2021

New Standards, Amendments to existing Standards and operational guidelines issued by the IASB, but not yet endorsed by the European Union at the date of approval of these Consolidated Financial Statements

New IFRS Standards and Amendments to existing standards	Effective date for Ermenegildo Zegna Group	EU endorsement dates
IFRS 17 Insurance Contracts	January 1, 2023	Not endorsed yet
Amendment to IAS 1 Presentation of Financial Statements in IFRS Standards	January 1, 2023	Not endorsed yet
Amendments to: -IFRS 3 Business Combinations; -IAS 16 Property, Plant and Equipment; -IAS 37 Provisions, Contingent Liabilities and Contingent Assets; -Annual Improvements 2018-2020	January 1, 2022	Not endorsed yet

As at the date of these Consolidated Financial Statements, the Directors have not yet completed the analysis necessary to assess the impacts of the above new standards and interpretations not yet applicable to the Ermenegildo Zegna Group, both in terms of those already endorsed by the European Union and those undergoing the endorsement.

26

4. CONSOLIDATION PRINCIPLES

Basis of consolidation

The Consolidated Financial Statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) up to 31 December each year. Control is achieved when the Company:

• has the power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

• potential voting rights held by the Company, other vote holders or other parties;

• rights arising from other contractual arrangements; and

• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.

Subsidiaries in which less than a 20% interest is owned are measured at fair value with changes recognized in the Consolidated Statement of Profit and Loss (FVTPL).

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis.

Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

27

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.

Consolidation criteria

The main consolidation criteria applied to prepare these Consolidated Financial Statements are as follows:

• the separate financial statements of Ermenegildo Zegna Holditalia S.p.A. are prepared under IFRS and those of its subsidiaries are adjusted, as necessary, to comply with IFRS accounting standards and with the standards applied throughout the Group;

• assets and liabilities, costs and revenues of controlled companies are fully included on a line- by-line basis in the Consolidated Financial Statements irrespective of the percentage held. The book value of equity investments, directly or indirectly owned by the holding company, is eliminated against the corresponding portion of shareholders’ equity of the companies in which the interest is held;

• for companies consolidated on a line-by-line basis that are not 100% owned by the Parent Company, the share of the net equity and net results for the year of non-controlling interests are disclosed as “’Equity attributable to non controlling interests” in the Consolidated Statement of Financial Position and “ Profit/(Loss) for the year attributable to non-controlling interests” in the Consolidated Statement of Profit and Loss;

• during the consolidation process, receivables and payables, costs and revenues arising from transactions between entities included in the scope of consolidation are fully eliminated. Unrealized gains or losses generated by transactions between the Group’s consolidated companies and included in inventories at the balance sheet date are also eliminated, if any. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. In this case, the transferred asset is adjusted for impairment;

• dividends paid by consolidated companies are also eliminated from the profit or loss and added to prior year retained earnings if, and to the extent that, they have been drawn from the latter;

• transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are recognized in the Consolidated Statement of Profit And Loss.

28

• The individual financial statements of each entity of the Group are presented in the currency of the primary economic environment in which the entity operates (its functional currency).

• For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s foreign operations (including comparatives) are expressed in thousand of Euros using exchange rates prevailing on the balance sheet date. Income and expense items (including comparatives) are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation differences are recognized in the Consolidated Statement of Profit and Loss in the period in which the foreign operation is disposed of. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

The most important exchange rates applied in the Consolidated Financial Statements developed as follows in relation to the Euro:

	Exchange rate at Dec. 31, 2020		2020 Average exchange rate		Exchange rate at Dec. 31, 2019		2019 Average exchange rate
U.S. Dollar		1,227		1,142		1,123		1,119
Pound Sterling		0,899		0,890		0,850		0,877
Japanese Yen		126,490		121,832		121,940		122,020
Swiss Franc		1,080		1,070		1,085		1,112
Singapore Dollar		1,622		1,574		1,511		1,527
Mexican Peso		24,416		24,525		21,555		21,220
Chinese Renminbi		8,023		7,874		7,802		7,734
South Korean Won		1,336		1,345		1,296		1,305
Hong-Kong Dollar		9,514		8,857		8,747		8,771
Indian Rupee		89,661		84,633		80,187		78,833
Taiwan Dollar		34,481		33,619		33,715		34,605
Australian Dollar		1,590		1,655		1,599		1,610
Canadian Dollar		1,563		1,530		1,459		1,485
Argentina Peso		103,249		80,882		67,274		53,795
Thailand Baht		36,727		35,708		33,415		34,760
New Zealand Dollar		1,698		1,756		1,665		1,699
Brazilian Real		6,374		5,893		4,515		4,413
Malaysian Ringgit		4,934		4,796		4,595		4,637
UAE Dirham		4,507		4,194		4,125		4,111
Turkish Lira		9,113		8,052		6,684		6,358
Vietnamese Dong		28,331		26,530		26,033		26,003
Morocco Dirham		10,919		10,825		10,781		10,765

Consolidation area and changes in the Group structure in the financial year

The detail of the companies included in the consolidation area is reported on Annex 1.

The main changes in the composition of the Group in 2020 compared to the previous year relates to the inclusion in the consolidation area of the followings:

• Lanerie Agnona S.p.A. merged with Lanificio Ermenegildo Zegna & Figli S.p.A with effects from January 1, 2020;

• Sorgenti EZ.L S.r.l. merged with E.Z. Real Estate S.r.l with effects from January 1, 2020;

29

• Operadora Roez S.A.de C.V. merged with Ermenegildo Zegna S.A. de C.V. with effects from January 1, 2020;

• Zegna Latin America Participacoes LTDA merged with Ezesa Brasil Participacoes LTDA with effects from January 1, 2020;

• Thom Browne Canada has been incorporated;

• Direct-ownership share in Ermenegildo Zegna Vietnam LLC changed during 2020 from 70% to 76,58%.

5. MAIN ACCOUNTING POLICIES

The Consolidated Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

The preparation of the Consolidated Financial Statements requires the use of certain estimates and assumptions both in determining some assets and liabilities, and in assessing contingent assets and liabilities, by using the best available information. Actual results might not fully correspond to estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note [7] relating to key sources of estimation uncertainty.

The principal accounting policies adopted in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

Property, plant and equipment

Property, plant and equipment are recognized at purchase cost or construction cost, including any transaction costs that are directly attributable to and necessary for bringing the assets to working condition for their intended use, plus the present value of the costs of dismantling and removing the asset when material and when current obligations exist. Asset components of a material amount that have a different useful life are considered separately.

They are shown net of accumulated depreciation calculated on the basis of the useful lives of the assets and any impairment losses determined according to the methods described hereunder. The costs included under leasehold improvements relate to refurbishment works carried out on premises, mainly commercial, not owned by the Group.

30

Depreciation is charged on a straight-line basis over the estimated useful life of the asset, which is reviewed annually; any changes needed are made prospectively. The depreciation rates representing the useful lives are listed below:

Category of Property, Plant and	Depreciation rate or period
Equipment
Industrial buildings		3	%
Non-industrial buildings		10	%
General plants		12.5	%
Specific plants		17.5	%
Machinery		12.5	%
Equipment		25	%
Moulds		20	%
Electronic office machinery		20	%
Office furniture and fittings		12	%
Vehicles		20%-25	%
Leasehold improvement		The shorter of asset useful life or the length of the lease contract	(*)

(*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain.

When assets are sold or disposed of, their cost and accumulated depreciation are eliminated from the financial statements and any gains or losses are recognized in the profit or loss.

For leasehold improvements, if the term of a rental agreement is postponed, all capital expenditures are depreciated consistently with the new lease term; instead, if the term of a rental agreement is terminated in advance, the useful life of fixed assets related to such premise is adjusted consistently.

Investment property

Property, plant and equipment held for income and not for operating purposes are classified in a separate class called “Investment property”, and are stated at cost, including transaction costs.

Investment properties are stated net of accumulated depreciation and any impairment losses. The book value of investment property is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount cannot be recovered. Impairment losses are recognized in the Consolidated Statement of Profit and Loss under depreciation and impairment losses. These impairment losses are reversed if the reasons for them cease to exist.

Investment properties are derecognized when they are sold (i.e. at the date the buyer obtains control) or when the investment is permanently unusable and no future economic benefits are expected from its disposal. Any gain or loss arising from the derecognition of the property (calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) is recognized in profit or loss in the period in which the property is derecognized.

Intangible assets with a finite useful life

Only identifiable assets, controlled by the Group and capable of producing future economic benefits are included in intangible assets.

Intangible assets include trademarks, licenses, store lease acquisition costs, software, and development costs.

Trademarks are recorded at cost or at the value attributed upon acquisition and include the cost of trademark registration in the various countries in which the Group operates. The estimated useful life is between 20 and 40 years for trademarks. This assumes there are no risks or limitations on control over their use. Every trademark is tested for impairment whenever indicators of impairment emerge. The useful life of trademark registration costs is estimated to be 10 years.

31

The caption trademark also includes other intellectual property rights which useful life is determined in accordance with the relevant contracts.

Store lease acquisition costs (or key money) represent expenditures incurred to enter into or take over retail store lease agreements. When the lease contracts fall under the application of IFRS 16, the store lease acquisition is included within the initial direct costs that contribute to the formation of the Right of use assets.

Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally generated intangible assets is the sum of expenses incurred from the date when the intangible asset first meets the recognition criteria listed above. If no internally generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally generated intangible assets are recognized at cost less accumulated amortization and accumulated impairment losses in the same way as separately acquired intangible assets. During the development period, the asset is tested annually for potential impairment losses.

Intangible assets with a definite useful life are amortized on a straight-line basis at the following rates:

Category of Intangible assets with a finite useful life	Depreciation rate or period
Concessions licences Trademarks		2.5% 25	%
Software		10%-33	%
Development costs and other intangible		10%-33	%

Leases

Leases are regulated by IFRS 16 which apply to all lease contracts that provide for the payment of fixed rents, including those indexed and those that set a guaranteed minimum.

The Group recognize the leases at the commencement date of the lease and based on the lease term. The Group determines the lease term as the non-cancellable period of a lease, together with the periods covered by an option to extend or to terminate the lease under the control of the Company. Management evaluates the exercise of the option if it’s considered “reasonably certain” based on several factors and circumstances that create an incentive for the lessee to exercise, or not to exercise the option, including any expected changes in facts and circumstances from the commencement date until the exercise date of the option.

The lease term begins on the ‘commencement date’ of the lease. This is defined as the date on which the lessor makes an underlying asset available for use by a lessee. It is the date on which the lessee initially recognizes and measures Right of use assets and lease liabilities.

32

The Right of use assets is measured at cost, identified as the initial measurement of the lease liability, increased by any initial direct costs incurred by the lessee (legal fees, agent fees or other incremental costs incurred to conclude the contract) or by any dismantling cost necessary to bring back the premises to its original condition. The Right of use is depreciated over the shorter of useful or lease term.

The Lease Liability is measured at the present value of the lease payments that outstanding at that date. The lease payments are discounted using an incremental borrowing rate calculated at Group level. The interest expenses are recorded in the profit or loss caption “Financial expense” represent the adjustment of the present value of the Lease Liability. Since most leases stipulated by the Group do not have an interest rate implicit in the lease, the discount rate applicable to future lease payments is determined as the risk-free rate of each country in which the leases are stipulated, with payment dates based on the terms of the specific lease, increased by the Parent Company’s credit spread.

A lease modification occurs when there is a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease (for example, adding or terminating the right to use one or more underlying assets, or extending or shortening the contractual lease term). The effective date of the modification is defined as “the date when both parties agree to a lease modification”. When this occur, the Right of use and the lease liability are updated accordingly. If a lease is terminated before the original lease term date defined at the commencement date, both Right of use assets and the lease liability are remeasured, impacting also the Consolidated Statement of Profit and Loss.

In addition, the options for the extension and early termination of the lease agreements are reevaluated and re-considered when a significant event or a change occurs in the circumstances that are under the control of the Group and this will influence the assessment of the reasonable certainty of the exercise options.

Regarding low value contracts (the price of the asset, when new and recognized on a single component basis approach, is less than USD 5,000) and leases whose lease term is shorter than 12 months, as set out in the IFRS 16 the company has elected to adopt an exemption to record these items on a straight-line basis.

Variable rent, typically linked to sales without a guaranteed minimum, are excluded from the scope of application of such standard.

Based on the practical expedient set by the “Amendment to IFRS16: Covid-Related Rent Concession”, a lessee is not required to assess whether the Covid-related rent reductions obtained by the lessors are lease modifications. Therefore, the lessee can recognised such rent reduction as if they were not lease modifications, thus recognizing the entire economic benefit of such discounts immediately through profit or loss. Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the Covid-19 pandemic and if all of the following criteria are met:

• any rent reduction affects only payments originally due on or before June 30, 2021;

• there is no substantive change to the other terms and conditions of the lease;

• the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change.

A lessee is expected to make judgement about whether other changes are substantive based on its understanding of those changes and based on how they were historically managed by the Group. As a result, in the Group’s view a modification of the contract such as a renewal or the extension of the lease term is to be considered substantive only when it is not consistent with the usual practices applied by the Group and in the industry as a whole. For example, a contract renewal might be signed up a few years ahead of the formal expiration of the contract under negotiation, as it also occurred in 2020 when certain contract renewals or lease-term extension overlapped, only in terms of timing and without any substantial modifications to other terms and conditions, with the negotiations for the Covid-related rental discounts.

33

Impairment of Property plant equipment and investments excluding Goodwill

At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using an after-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment is recognized in the Consolidated Statement of Profit and Loss under amortization, depreciation and impairment of assets.

If the reason for the impairment loss no longer exists, the asset or cash-generating unit is reversed to the new estimate of recoverable amount, which may not exceed the carrying amount net of depreciation/amortization that the asset would have had if the impairment loss had not been charged. The reversal of impairment is recognized in the Consolidated Statement of Profit and Loss.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognized in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, ensuring that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 and IAS 19 respectively;

34

• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquire are measured in accordance with IFRS 2 at the acquisition date (see below); and

• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognized in profit or loss.

When a business combination is achieved in stages, the Group’s previously held interests (including joint operations) in the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

Goodwill

Goodwill is initially recognized and measured as set out above.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. Cash-generating

35

units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.

On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of an associate is described below.

Put and call agreement on minority shareholders

In the case of put options granted to minority shareholders, the Group recognizes a financial liability corresponding to the present value of the exercise price of the option. On initial recognition, this financial liability is reclassified from equity as a deduction from the minority interests if put option terms and conditions give the Group the access to the economic benefits, therefore the Group accounts for this interest as if it was already acquired.

The liability is subsequently remeasured at the end of each period in compliance with IFRS 9.

Investments

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. Under the equity method, investments in associates are carried in the Consolidated Statement of Financial Position at cost and adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On acquisition of the investment in an associate, any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after assessment, is recognized immediately in the Consolidated Statement of Profit and Loss.

The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate. Associates’ accounting policies have been changed where necessary to ensure consistency with the Group.

36

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.

Financial instruments

In accordance with IFRS 9, financial assets are classified in the following three categories:

• Financial assets measured at amortised cost (AC) using the effective interest method: these assets fall under a “hold to collect” business model and generate contractual cash flows of a principal and interest nature. This category includes financial assets other than derivatives such as loans and receivables with payments that are fixed or can be determined, and that are not listed in an active market. Discounting is omitted when the effect is insignificant. This category includes cash, trade receivables and receivables from connected companies for tolls collected on behalf of Group licensee companies, which had not yet been allocated by the end of the period, and interest-bearing loans granted.

• Financial assets measured at fair value with changes in fair value recognized in the statement of comprehensive income (“FVOCI”): these assets fall under a hold to collect and sell business model and generate contractual cash flows of a principal and interest nature. This category also includes minority interests, irrevocably designated as such under IFRS 9, other than equity instruments not held for trading and not a potential consideration arising from a business combination. For minority interests, contrary to what generally happens with financial assets at FVOCI, the gains and losses recognized in the statement of comprehensive income are not subsequently transferred to the income statement, although the cumulative profit or loss may be transferred to Shareholders’ equity; in addition, such minority interests are not subject to impairment accounting. The dividends arising from these are still recognized in the income statement, unless they clearly represent a recovery of part of the investment cost.

• Financial assets measured at fair value with changes in fair value recognized in profit and loss (“FVPL”): this category covers the remainder and includes all financial assets other than those measured at amortised cost and at fair value with changes in fair value recognized in the statement of comprehensive income (“FVOCI”). This category includes financial assets without an interest component, including investments in investment funds.

Reclassification

A financial asset is only reclassified when there is a change in the contractual terms that significantly affects the previously expected cash flows or when Group changes its business model for managing financial assets. Reclassifications are only made prospectively from the reclassification date, without restating any previously recognized gains, losses or interest.

Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognizes a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or

37

loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in an equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime expected credit losses (ECL) for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

Financial liabilities

Pursuant to IFRS 9, financial liabilities are divided into two categories: 1) financial liabilities measured at amortised cost using the effective interest rate method (“AC”); 2) financial liabilities measured at fair value with changes in fair value recognized in profit and loss (“FVPL”), which are in turn divided into the two sub-categories “held for trading” and “FVPL”.

Financial liabilities include loans, bonds, lease liabilities, trade payables, other liabilities and financial derivatives. These instruments are recorded at fair value on initial recognition, net of any costs that can be ascribed to them. Subsequently, the financial liabilities in question are measured at amortised cost using the effective interest method, with the exception of derivative financial instruments (other than derivative financial instruments designated as effective hedging instruments) and any financial liabilities designated at FVPL, which are accounted for at fair value through profit or loss.

Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts, options and interest rate swaps.

Derivatives are recognized initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognized as a financial asset whereas a derivative with a negative fair value is recognized as a financial liability. Derivatives are not offset in the financial statements unless the Group has both a legally enforceable right and intention to offset. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled within 12 months. Other derivatives, as trading derivatives, are presented as current assets or current liabilities.

38

Embedded derivative

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host with the effect that some of the cash flows of the combined instrument vary a way similar to a stand-alone derivative.

Derivatives embedded in hybrid contracts with a financial asset host within the scope of IFRS 9 are not separated.

The entire hybrid contract is classified and subsequently measured as either amortised cost or fair value as appropriate.

Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.

If the hybrid contract is a quoted financial liability, instead of separating the embedded derivative, the Group generally designates the whole hybrid contract at FVTPL.

An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months

Hedge accounting

The Group designates certain derivatives as hedging instruments in respect of foreign currency risk and interest rate risk in fair value hedges, cash flow hedges, or hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationship meets all of the following hedge effectiveness requirements:

a) there is an economic relationship between the hedged item and the hedging instrument;

b) the effect of credit risk does not dominate the value changes that result from that economic relationship; and

c) the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.

If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for that designated hedging relationship remains the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge) so that it meets the qualifying criteria again.

The Group designates the full change in the fair value of a forward contract (i.e. including the forward elements) as the hedging instrument for all of its hedging relationships involving forward contracts. The Group designates only the intrinsic value of option contracts as a hedged item, i.e. excluding the time value of the option. The changes in the fair value of the aligned time value of the option are recognized in other comprehensive income and accumulated in the cost of hedging reserve. If the hedged item is transaction-related, the time value is reclassified to profit or loss when the hedged item affects profit or loss. If the hedged item is time period related, then the amount accumulated in

39

the cost of hedging reserve is reclassified to profit or loss on a rational basis – the Group applies straight-line amortisation. Those reclassified amounts are recognized in profit or loss in the same line as the hedged item. If the hedged item is a non-financial item, then the amount accumulated in the cost of hedging reserve is removed directly from equity and included in the initial carrying amount of the recognized non-financial item. Furthermore, if the Group expects that some or all of the loss accumulated in cost of hedging reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.

The Group designates certain derivatives as either:

a) hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge);

Where a derivative financial instrument is designated as a hedge against the fluctuation in fair value of a recognized asset or liability (fair value hedge), the gain or loss for re-measuring the hedging instrument at fair value is recognized in the income statement together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Consistently, the hedged items are adjusted to consider changes in fair value of the hedged risk.

The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognized in the income statement. The gain or loss relating to the ineffective portion is recognized in the income statement. Changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk are recognized in the income statement.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest rate method is used is amortised to the income statement over the period to maturity.

b) hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge); or

Where a derivative financial instrument is designated as a hedge of foreign exchange rate or interest rate in relation to future cash flow (cash flow hedge), the effective portion of any gain or loss on the derivative financial instrument is recognized directly to equity. The gain or loss associated with an ineffective portion of a hedge is recognized in the income statement. The cumulative gain or loss is removed from equity and recognized in the income statement at the same time in which the hedged transaction affects the income statement (as an adjustment to the caption of the income statement affected by the hedged cash flows).

The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the income statement.

The gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognized in the income statement within ‘revenues’. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

c) hedges of a net investment in a foreign operation (net investment hedge).

Hedges of net investments in foreign operations

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the foreign currency forward contracts relating to the effective

40

portion of the hedge is recognized in other comprehensive income and accumulated in the foreign currency translation reserve. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, and is included in the ‘other gains and losses’ line item.

Gains and losses on the hedging instrument accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operation.

Inventories

Raw materials, work in progress and finished products are recognized at the lower of acquisition cost, production cost and net realizable value. Cost comprises direct production costs and those indirect that have been incurred in bringing the inventories to their present location and condition. Acquisition or production cost is determined on a weighted average basis.

Provisions, adjusting the value of the inventories, are made for slow moving, obsolete inventories or if, in the end, the estimated selling price or realizable value is reasonably expected to be lower than the cost.

Employee termination indemnities

The Employee Severance Indemnity (“TFR”) takes the form of a defined benefit plan, measured with actuarial techniques using the Projected Unit Credit Method. The recognition of changes in actuarial Profit/(Loss) is recognized in other components of the Statement of Comprehensive Income. The cost of labour for Group companies, as well as the interest expense relating to the “time value” component in actuarial calculations, continue to be recognized in the Consolidated Statement of Profit and Loss. The portion of employee severance indemnities paid to supplementary pension funds and the INPS treasury fund is considered a defined contribution fund because the Company’s obligation to the employee ceases with the payment of the accrued contributions to the pension funds.

Other long-term employee benefits are recognized among non-current liabilities and their value corresponds to the present value of the defined benefit obligation at the reporting date, adjusted according to the period of the underlying agreement.

Like defined benefit plans, other long-term benefits are also valued using the Projected Unit Credit Method. Unlike defined benefits plans the actuarial gains and losses of other long-term benefits are recognized though profit or loss rather than through net equity.

Provisions for risks and charges

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

A restructuring provision is recognized when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The

41

measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

Provisions for the costs to restore leased plant assets to their original condition, as required by the terms and conditions of the lease, are recognized when the obligation is incurred, either at the commencement date or as a consequence of having used the underlying asset during a particular period of the lease, at the directors’ best estimate of the expenditure that would be required to restore the assets. Estimates are regularly reviewed and adjusted as appropriate for new circumstances.

Treasury shares

Treasury shares are measured at purchase cost, as a reduction in Shareholders’ equity. The nominal value of the Treasury Shares held is deducted directly from share capital.

Gains and losses on disposal, net of income taxes, are taken directly to equity.

Assets or Disposal Groups

Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

Assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such an asset or disposal group, and the sale is highly probable, with the sale expected to be completed within one year from the date of classification.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.

Assets and disposal groups are not classified as held for sale within the comparative period presented for the Consolidated Statement of Financial Position.

Revenue and cost recognition

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

In the wholesale channel, the Group recognizes revenue when title transfers to third-party customers. Direct sales to customers are mostly made through retail stores, revenues are recognized at the time of purchase by retail customers.

For sales via the online channel, revenue is recognized when control of the goods has transferred to the customer.

42

Sales of services, mainly involved in the Group’s “Other activities”, are recognized as the services are provided.

Revenue is presented net of all forms of discount. In particular, payments made in order to have products referenced or, in accordance with agreements, to participate in advertising campaigns with the distributors, are deducted from related revenue.

Under the Group’s standard contract terms, customers have a right of return within a specified period of time. At the point of sale, a refund liability and a corresponding adjustment to revenue is recognized for those products expected to be returned. At the same time, the Group has a right to recover the product when customers exercise their right of return. Consequently, the Group recognises a right to returned goods asset and a corresponding adjustment to cost of sales. The Group uses its accumulated historical experience to estimate the number of returns on a portfolio level using the expected value method. It is considered highly probable that a significant reversal in the cumulative revenue recognized will not occur given the consistent level of returns over previous years.

Royalties are accounted for based on sales made by the licensees and the terms of the contracts.

Costs are recognized on an accrual basis. In particular, a cost is immediately recognized in the profit or loss when:

• an expense does not generate any future economic benefit;

• the future economic benefits do not qualify or cease to qualify as assets for recognition in the Consoidated Statement of Financial Position;

• a liability is incurred and no asset has been recognized.

Advertising and research costs, in accordance with IAS 38, are charged in full to the income statement, when the service has been provided and delivered to the Group.

Share – based payment plans

The Group recognizes additional benefits to some employees, directors and collaborators with particular positions, through equity-settled share-based payments, which provide for the physical delivery of shares. In accordance with the provisions of IFRS 2 – Share-based payments – rights in favour of employees are valued at fair value when the beneficiary is informed of their allocation, and this value is determined using the binomial model. This model takes account of all the features of the rights (duration, exercise price and conditions, etc.), as well as the value of the underlying shares at the grant date and their expected volatility.

If the right can be exercised after a certain period (vesting period) and on the occurrence of specific performance conditions, the cost of transactions settled with equity instruments, together with the corresponding increase in shareholders’ equity, is recorded in the period in which the conditions relating to the achievement of objectives and/or the provision of the service are satisfied, ending at the time the beneficiaries have fully accrued the right to receive payment (“vesting date”).

At the end of each year, the fair value of the rights which has been determined previously is not reviewed, but on this date the estimate of the number of rights which will vest up to the expiry is updated. The accumulated costs recorded for these transactions at the end of each year up to the vesting date are proportionate to the expiries of the vesting period and to the best available estimate of the number of options which will actually vest. The cost or revenue recorded in the income statement for the year represents the change in the accumulated cost recorded at the start and at the end of the year.

43

No cost is recorded for rights which do not ultimately vest, except in the case of rights whose allocation is subordinate to market conditions.

The impact of the dilution of the rights not yet exercised is reflected in the calculation of the dilution of earnings per share.

Cash-settled transactions

In case of cash-settled share-based transactions, the cost of the cash-settled transactions is initially valued at the fair value at the date the beneficiary is informed of their allocation. This fair value is recognized in the income statement in the period until vesting, with the recognition of a corresponding liability. Until the liability is settled, the fair value is recalculated at each year-end date and at the settlement date, charging the related changes to the income statement.

Financial income and expense

Financial income and charges are recorded on an accrual basis according to the interest accrued on the net value of the related financial assets and liabilities, using the effective interest rate.

Interest expenses might include interest on bank overdrafts, on short and long term loans, amortization of initial costs of loan operations, changes in the fair value of derivatives – insofar as chargeable to the profit or loss –, annual interest maturing on the present value of post-employment benefits and interests on late payments.

Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

44

In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The directors reviewed the Group’s investment property portfolios and concluded that none of the Group’s investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Group has not recognised any deferred taxes on changes in fair value of the investment properties as the Group is not subject to any income taxes on the fair value changes of the investment properties on disposal.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current tax and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Dividend distribution

Dividend distribution to the Company’s shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

45

6. CHANGES OF ACCOUNTING POLICIES, ERRORS AND CHANGES OF ESTIMATES

The accounting policies adopted change from one year to the next only if the change is required by an accounting standard or if it helps provide more reliable and meaningful information on the impact of operations on the entity’s statement of financial position, profit or loss or cash flows.

Changes of accounting policy are accounted for retroactively with the effect allocated to the opening equity of the earliest of the periods presented. The other comparative amounts reported for each prior period are also adjusted as if the new policy had been applied from the outset. A prospective approach is adopted only when it would be impracticable to restate the comparative information.

The application of a new or amended accounting standard is accounted for as requested by the standard itself. If the standard does not regulate the transition method, the change is accounted for on a retroactive basis or, if impracticable, on a prospective basis.

Material errors are treated on the same basis as changes of accounting policy as described above. Non-material errors are corrected through the profit or loss for the period in which the error was identified. Changes of accounting estimates are accounted for prospectively in the profit or loss for the year in which the change is made if it only affects the profit or loss for that year, or in the profit or loss for the year in which the change is made and in subsequent periods if they are also affected by the change.

7. KEY SOURCES OF ESTIMATION UNCERTAINTY

In applying the Group’s accounting policies, the Company is required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Impairment of non-current assets

Non-current assets include Property, plan and equipment, Investment property, Goodwill, Financial assets and Investment. The Group periodically reviews the book value of the non-current assets held and used and of the assets that must be disposal, when facts and circumstances require such review.

For goodwill, this analysis is carried out at least once a year and whenever facts and circumstances require it. The analysis of the recoverability of the carrying amount of goodwill is carried out using the estimated cash flows expected from the use or sale of the assets and adequate discount rates for calculating the current value.

46

For Property, plant and equipment, Investment property, Intangible assets with a finite useful life, Right-of-use assets, Financial assets and Investments this analysis is carried out at least once a year and whenever facts and circumstances require it.    

Impairment exists when the book value of an asset or cash flow generating unit exceeds its recoverable value, which is the higher of its fair value less the costs of sale and its value in use. The calculation of the fair value less the costs of sale is based on the data available from transactions between free and independent parties involving similar assets or observable market prices, less the incremental transaction costs relating to the disposal of the asset. The value in use is calculated based on discounted cash flow models using a pre-tax discount rate which reflects the current market estimate of the cost of money over time and the specific risks of the asset.

The cash flows are taken from the business plans prepared by management, which represent the best estimate made by the Group on the economic conditions set for the plan period. The plan forecasts refer to an explicit time period of three years, the long-term growth rate (g) – used to estimate the terminal value of the asset – for prudential reasons is lower than the long-term growth rate for the sector, country or reference market. Cash flows do not include restructuring activities for which the Group does not have a current obligation, or significant future investments which will increase the yield on the assets that make up the cash flow generating unit that is being valued. The recoverable amount is very dependent on the discount rate used in the discounted cash flow model and also on the expected future incoming cash flows and on the growth rate used for the purposes of the extrapolation.

Recoverability of deferred tax assets

The deferred tax assets have been recorded on the premise that it is more likely than not that the Group will be able to generate sufficient and suitable future taxable profits from which the reversal of the asset can be deducted. If the Group is unable to generate sufficient taxable profits in certain jurisdictions, or if there is a significant change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, the Group could be required to write-off any deferred tax assets, resulting in an increase in its effective tax rate and an adverse impact on future operating results.

Derivatives

The measurement of derivative financial instruments recognized as assets and liabilities requires the use of estimates and assumptions. The way in which fair value is determined and the risk inherent in derivative contracts to hedge currency risk and interest rate risk is managed are described in the specific sections Financial risk management, and Derivatives. The estimates and assumptions considered are constantly reviewed and the effects of any changes are recognized immediately in the financial statements. Estimates and assumptions are made with the support of the corporate functions and, where appropriate, of independent specialists, and are regularly reviewed.

Provisions for obsolete inventory

Since the Group’s products are subject to market trends and changes in fashion trends, product inventories at the end of the season are subject to impairment. Specifically, the provision for obsolete inventory of finished products reflects management’s estimate of the expected impairment losses on the products of the collections of previous seasons, considering the ability to sell them through the Group’s various distribution channels.

47

Generally, impairment assumptions involve percentages of impairment that become greater the older the collections are, so as to reflect the decline in selling prices in secondary channels (mainly outlets), and on the other hand, the decrease in the probability of selling them as time goes by.

The provision for obsolete raw materials reflects management’s estimates of the decline in the probability they will be used based on the calculation of slow-moving raw materials.

Provision for risks

The Group recognizes a liability when facing legal and tax disputes and lawsuits if it believes it is probable that they will require an outflow of financial resources and a reliable estimate can be made of the amount of the potential losses. Given the uncertainty surrounding the outcome of these proceedings, it is hard to reliably estimate the outflow of resources that will be required to settle them, therefore the amount of the provisions for legal and tax disputes may change as a result of future developments in the outstanding proceedings. The Group monitors the status of ongoing lawsuit and proceedings and consults with its legal advisors as well as legal and tax experts.

48

COMMENTS TO THE CONSOLIDATED STATEMENT OF PROFIT AND LOSS

8. Revenues

The consolidated revenues are related primarily to the sales of finished products and are presented net of returns and discounts.

Revenues by geographic area are detailed below (in thousand of Euro):

Markets	2020		2019
Europe - ME & Africa		315,879		432,236
North America		131,042		235,092
Latin America		12,922		25,366
APAC		551,650		626,328
of which GCR		437,903		458,042
Other		3,240		2,305
Revenues		1,014,733		1,321,327

9. Other income

The Other income have the following composition (in thousand of Euro):

	2020		2019
Release of provision		11,359		11,958
Subsidies		7,777		7,674
Income from the sale of advertising material		1,585		2,051
Gain on fixed assets disposal		901		533
Other		1,741		6,386
Other Income		23,363		28,602

10. Costs for raw materials and consumables

The Costs for raw materials and consumables have the following composition (in thousand of Euro):

	2020			2019
Raw materials		(108,130	)		(139,965	)
Goods		(130,006	)		(141,512	)
Consumables		(10,909	)		(14,067	)
Change in raw materials and goods		131			(1,763	)
Other		(1,974	)		(4,760	)
Costs for raw materials and consumables		(250,888	)		(302,067	)

The caption includes the costs amounting Euro 2,065 thousand related to the impairment of certain inventory pertaining to the woman division held for sale, such write off has been recorded in excess to the devaluation inventory policy.

49

11. Costs for services

The caption includes the following (in thousand of Euro):

	2020			2019
Freight, insurance and selling expenses		(55,905	)		(67,477	)
Outsourcing of production		(59,411	)		(74,829	)
Administrative, notary and legal fees		(32,026	)		(36,356	)
Fees to corporate bodies		(1,860	)		(2,438	)
Advertising and marketing expenses		(47,467	)		(60,789	)
Variable, short term and low value rents		(32,755	)		(68,462	)
Utilities & CAM		(22,423	)		(26,063	)
Maintenance		(14,993	)		(12,672	)
Oher services		(14,217	)		(18,579	)
Travel expenses		(5,886	)		(17,117	)
Bank expenses		(6,665	)		(10,046	)
Costs of services		(293,608	)		(394,828	)

Other services mainly include, postal, telephone and telegraphic charges, entertainment, training expenses and miscellaneous external services.

Rents include:

• rents related to low value contracts (the price of the asset, when new and recognized on a single component basis approach, is less than USD 5,000).

• purely variable rent, typically linked to sales without a guaranteed minimum, are excluded too from the scope of application of such standard.

• leases whose lease term is shorter than 12 months.

The significant decrease, in comparison with last year, is related to the outcome of negotiations to revise the terms and conditions of the leases of the Group’s retail point of sale (Euro 24,931 thousand), as well as the effect of the early termination of some leases on Lease liabilities.

12. Personnel costs

The caption includes the following (in thousand of Euro):

	2020			2019
Wage & salaries		(214,109	)		(256,423	)
Social contributions, pension plans and indemnities		(50,750	)		(61,156	)
Severance indemnities		(10,377	)		(9,778	)
Uniforms		(5,013	)		(8,481	)
Insurances & other benefits		(3,591	)		(2,225	)
Other payroll expenses		(1,481	)		(873	)
Personnel costs		(285,321	)		(338,936	)

The caption Severance indemnities includes restructuring costs related to supply chain (Euro 1,599 thousand in 2020, Euro 6,935 thousand in 2019) to distribution companies and head quarter functions (Euro 5,371 thousand in 2020, Euro 2,827 thousand in 2019), to woman division business (Euro 3,407 thousand in 2020, Euro 16 thousand in 2019).

50

The comparison with the prior year by employee category is as follows:

	December 31,		December 31,
	2020		2019		Average
White Collars		3,897		4,095		3,996
Blue Collars		2,201		2,132		2,166
Temporary employees		151		313		232
Total employee		6,249		6,540		6,394

13. Depreciation, Amortization and Impairment of assets

The caption Depreciation, Amortization and Impairment of assets has the following composition (in thousand of Euro):

	2020			2019
Depreciation of Property, plant and equipment and Investment property		(44,615	)		(43,520	)
Amortization of intangible assets with a finite useful life		(13,329	)		(14,028	)
Depreciation of Right of use		(110,119	)		(112,063	)
Impairment of Property, plant and equipment		(5,447	)		(4,210	)
Impairment of Right of use		(12,921	)		—
Depreciation, amortization and impairment of assets		(186,431	)		(173,821	)

The caption Impairment of property, plant and equipment is detailed as follow (in thousand of Euro);

	2020			2019
Japan Store		(3,169	)		—
Hong Kong Stores		(916	)		(2,855	)
Other Stores		(823	)		(1,355	)
Agnona		(539	)		—
Impairment of Property, plant and equipment		(5,447	)		(4,210	)

The caption Impairment of right of use refers to a Japan store and an Italy store, after early termination of the original lease in both cases

14. Write downs and other provisions

Write down and other provision costs amount to Euro 12,015 thousand (Euro 3,814 thousand in 2019). and other provisions.

In 2020, the caption mainly includes the bad-debt provision on trade receivables (Euro 3,636 thousand), the impairment of assets held for sale (Euro 988 thousand), a provision for legal expenses related to a lease agreement in the UK (Euro 3,000 thousand), an accrual for severance expenses (Euro 1,931 thousand).

51

15. Other operating costs

The Other operating costs has the following composition (in thousand of Euro):

	2020			2019
Local taxes		(15,235	)		(16,245	)
Gift, associations & donations		(10,834	)		(12,338	)
Royalties		(5,982	)		(4,880	)
Stationary and other materials		(1,904	)		(1,502	)
Losses on assets disposal		(1,992	)		(1,503	)
Penalties & other costs of previous year		(1,820	)		(2,362	)
Other		(488	)		(767	)
Other operating costs		(38,255	)		(39,597	)

In 2020, the item “gift, Association, Donations” includes donations amounting to Euro 4,482 thousand related to the support to the Civil Protection in Italy and to other donations during the pandemic period. The caption includes also contribution to Fondazione Zegna amounted to Euro 200 thousand in 2020 (Euro 999 thousand in 2019).

16. Financial income, financial expenses and exchange gains/(losses)

The Financial income, financial expenses and exchange gains/(losses) has the following composition (in thousand of Euro):

		2020			2019
Financial income
-	Options		17,742			—
-	Treasury securities income and other financial interests		4,802			19,165
Total Financial income			22,544			19,165
Financial expenses
-	Options		(15,729	)		(4,154	)
-	Treasury securities expenses and other financial interests		(3,693	)		(10,430	)
-	Lease liabilities financial expenses		(10,615	)		(11,522	)
Total financial expenses			(30,037	)		(26,106	)
Exchange Gains and Losses			7,087			(9,826	)
Financial income, financial expenses and exchange gains/(losses)			(406	)		(16,767	)

Exchange Gain and Losses represents the impact of rates fluctuation including embedded hedging financial income/(charges) and a positive exchange rates effect deriving from the options remeasurements amounting to Euro 14,171 thousand.

17. (Write downs)/Revaluations of equity investments

The caption amounts to Euro (8,737) thousand in 2020 (Euro 1,534 thousand in 2019) and includes the effects of the evaluation of the investments valued at equity method.

52

18. Income taxes

The caption income taxes is detailed as follow (in thousand of Euro):

	2020			2019
IRES Italian income taxes		6,256			(4,271	)
IRAP Italian Regional income taxes		(1,150	)		(2,155	)
Income taxes other countries		(31,367	)		(26,942	)
Previous year Taxes		1,333			1,812
Deferred taxes		17,336			(9,503	)
Income taxes		(7,592	)		(41,059	)

The reconciliation between the Group’s theoretical tax rate and its effective tax rate is presented in the table below:

Result before taxes 31.12.2020	(37,564	)
Tax at the domestic rates applicable to profits in the country concerned	11,958
(Non-deductible costs) net of non-taxable income	(1,885	)
Effects from non-registration of deferred taxes	(25,727	)
IRAP	(1,150	)
Patent box impact	1,497
Tax effect of Fixed assets revaluation offset	7,715
Income taxes	(7,592	)
Result before taxes 31.12.2019	78,564
Tax at the domestic rates applicable to profits in the country concerned	(22,626	)
(Non-deductible costs) net of non-taxable income	(3,077	)
Effects from non-registration of deferred taxes	(9,386	)
Write off of tax assets	(5,360	)
IRAP	(2,155	)
Patent box impact	1,545
Income taxes	(41,059	)

53

COMMENTS ON THE MAIN ITEMS OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Non-current assets

19. Property plant and equipment

The chart below provides the composition of property plant and equipment as of December 31, 2020 with comparative figures as of December 31, 2019:

Net Value	December 31, 2020		December 31, 2019
Land and buildings		122,533		123,214
Plants and machineries		30,649		35,941
Industrial and commercial equipment		28,182		39,003
Leasehold improvement		46,293		63,538
Other tangible assets		4,441		4,604
Tangible assets under construction – advances		8,297		2,741
Property plan and equipment		240,395		269,041

The historical cost and accumulated depreciation of the year are set forth below:

	Land and Buildings			Plants and machineries			Industrial and commercial equipment			Leasehold improvement			Other tangible assets			Tangible assets under construction- advances		Total
Historical cost		183,834			188,869			158,373			236,072			10,945			2,741		780,834
Accumulated depreciation		(60,620	)		(152,928	)		(119,370	)		(172,534	)		(6,341	)		—		(511,793	)
Net carrying amount at December 31, 2019		123,214			35,941			39,003			63,538			4,604			2,741		269,041
Historical cost		185,610			191,914			146,768			210,188			9,566			8,297		752,343
Accumulated depreciation		(63,077	)		(161,265	)		(118,586	)		(163,895	)		(5,125	)		—		(511,948	)
Net carrying amount at December 31, 2020		122,533			30,649			28,182			46,293			4,441			8,297		240,395

54

Historical Value – Tangible Asset
	01/01/2020			Additions			Disposals			Conversion differences			Other movements and reclass.			31/12/2020
Land and buildings		183,834			1,835			(531	)		472			—			185,610
Plants and machineries		188,869			4,115			(568	)		(151	)		(351	)		191,914
Industrial and commercial equipment		158,374			6,537			(5,604	)		(9,437	)		(3,102	)		146,768
Leasehold improvement		236,072			7,317			(18,595	)		(11,150	)		(3,456	)		210,188
Other tangible assets		10,945			75			(326	)		(679	)		(449	)		9,566
Under construction tangible assets advances		2,741			7,602			(2,009	)		(37	)		—			8,297
Total		780,834			27,481			(27,633	)		(20,982	)		(7,358	)		752,342
Depreciation fund – Tangible Asset
	01/01/2020			Depreciations			Disposals			Conversion differences			Other movements and reclass.			31/12/2020
Land and buildings		(60,620	)		(2,353	)		—			(104	)		—			(63,077	)
Plants and machineries		(152,928	)		(9,238	)		905			(248	)		244			(161,265	)
Industrial and commercial equipment		(119,370	)		(13,704	)		7,984			4,494			2,011			(118,585	)
Leasehold improvement		(172,534	)		(20,540	)		19,668			6,647			2,864			(163,895	)
Other tangible assets		(6,342	)		(503	)		249			1,031			440			(5,125	)
Under construction tangible assets advances		—			—			—			—			—			—
Total		(511,794	)		(46,338	)		28,806			11,820			5,559			(511,947	)
Historical Value – Tangible Asset
	01/01/2019			Additions			Disposals			Conversion differences			Other movements and reclass.			31/12/2019
Land and buildings		171,376			1,939			(1,096	)		3,473			8,143			183,834
Plants and machineries		173,111			7,285			(4,063	)		235			12,301			188,869
Industrial and commercial equipment		155,403			16,935			(18,961	)		1,894			3,103			158,374
Leasehold improvement		232,095			16,883			(23,146	)		3,323			6,917			236,072
Other tangible assets		9,834			921			(188	)		(491	)		869			10,945
Under construction tangible assets advances		4,579			3,485			—			17			(5,340	)		2,741
Total		746,398			47,448			(47,454	)		8,451			25,992			780,834

55

Depreciation fund – Tangible Asset
	01/01/2019			Depreciations			Disposals		Conversion differences			Other movements and reclass.			31/12/2019
Land and buildings		(54,063	)		(2,302	)		—		(843	)		(3,412	)		(60,620	)
Plants and machineries		(137,460	)		(9,238	)		3,437		(73	)		(9,594	)		(152,928	)
Industrial and commercial equipment		(123,665	)		(13,191	)		18,043		(2,296	)		1,739			(119,370	)
Leasehold improvement		(168,568	)		(18,784	)		20,824		(5,878	)		(128	)		(172,534	)
Other tangible assets		(6,127	)		(3,396	)		2,153		(5	)		1,033			(6,341	)
Under construction tangible assets advances		—			—			—		—			—			—
Total		(489,883	)		(46,911	)		44,457		(9,095	)		(10,362	)		(511,793	)

The net amount of the caption Other movements and reclassification of Property, plant and equipment includes the net value of tangible assets reclassified to current assets held for sale (Euro 1,799 thousand).

As better described in the note 13 “Depreciation, amortization and impairment of assets”, during 2020, as a result of the impairment test performed on Directly Operating Stores “DOS”, Property plant and equipment have been collectively impaired by Euro 5,447 thousand relating to specific retail locations in Asia (Japan and Hong-Kong) and in Europe (Italy and Turkey). The effect of impairment tests was Euro 4,210 thousand in 2019.

The DOS assets amortized or depreciated on a systematic basis are tested for impairment if there are indications of or changes to planning assumptions suggesting that the carrying amount of the assets is not recoverable. For this purpose, after preparing the annual budget plan, the Group conducts a triggering event test at DOS level. If defined year-on-year sales and profitability indicators are not reached, the non-current assets of the DOS in question are tested for impairment.

The method used to identify the recoverable amount (value in use) of all the aforementioned CGUs, except for the brands, consisted of discounting the projected cash flows (Discounted Cash Flow) generated by the activities directly attributable to the segment to which the intangible asset or net invested capital has been assigned (CGU). Value in use was the sum of the present value of future cash flows expected from the business plan projections prepared for each CGU and the present value of the related operating activities at the end of the period (terminal value).

56

The business plans used to prepare the impairment test cover a period of three years and have been constructed on the basis of the 2021 budget prepared by management.

In response to planning difficulties arising from the public health emergency, future retail and wholesale revenues were projected on the basis of a scenarios that predicts a gradual return to pre-Covid sales volumes with growth in line with the most recent industry forecasts published by third-party experts. The Group expects full recovery to pre-pandemic demand in European countries and most of Asian economies to take place not before mid-2022, except for China and Dubai whose recovery is already at pre-pandemic level.

Furthermore, the rent concessions and government subsidies obtained in 2020 were not projected in the plans.

The rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2020, the WACC used for discounting purposes ranged between 6.02% and 17.45% (between 6.24% and 17% at December 31, 2019). The WACC was calculated ad hoc for each CGU subject to impairment, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield. The “g” rate of growth used to calculate the terminal value has been determined according to the diverging inflation and GDP outlooks in the various countries. The prevalent growth rate was 1.5%.

In order to ensure that the changes to the main assumptions did not significantly affect the results of the impairment tests, sensitivity analyses were conducted. Based on it, except of impairment on non-current assets indicated above, these stress tests continued to show a coverage.

With these stress tests, the growth rate “g” for the terminal period was reduced by up to 50 basis points, while the WACC rate was increased up to 50 basis points, continuing to show significant coverage.

20. Investment property

The chart below provides the net carrying amount of Investment property as of December 31, 2020 with comparative figures as of December 31, 2019:

	Investment Property
Historical cost		58,185
Accumulated depreciation		(3,023	)
Net carrying amount at December 31, 2019		55,162
Historical cost		53,268
Accumulated depreciation		(3,514	)
Net carrying amount at December 31, 2020		49,754

The historical cost and accumulated depreciation of the past two years are set forth below:

	December 31, 2020			December 31, 2019
Opening balance		55,162			54,717
Increase		—			326
Disposals		—			—
Depreciations		(802	)		(818	)
Foreign currency translation		(4,606	)		937
Closing balance		49,754			55,162

The caption relates to a building and its land held for income purposes and located in the United States.

57

21. Intangible assets with a finite useful life

The chart below provides the composition of Intangible assets with a finite useful life as of December 31, 2020 with comparative figures as of December 31, 2019:

Net Value	December 31, 2020		December 31, 2019
Concessions, licenses, trademarks		42,208		44,713
Other intangible assets		22,013		25,228
Industrial patents, intellectual rights		3		6
Intangible assets in progress		3,445		4,163
Intangible Assets		67,669		74,110

The historical cost and accumulated amortization of the past two years are set forth below:

	Concessions, licenses, trademarks			Other intangible assets			Industrial patents, intellectual rights			Intangible assets in progress		Total
Historical cost		83,318			119,096			1,135			4,163		207,712
Accumulated depreciation		(38,605	)		(93,868	)		(1,129	)		—		(133,602	)
Net carrying amount at December 31, 2019		44,713			25,228			6			4,163		74,110
Historical cost		84,204			118,653			1,138			3,445		207,439
Accumulated depreciation		(41,996	)		(96,640	)		(1,135	)		—		(139,770	)
Net carrying amount at December 31, 2020		42,208			22,013			3			3,445		67,669

In 2020, the Intangible assets with a finite useful life increased by Euro 11,673 thousand due to the capital expenditures of the year. The increase is mainly related to licenses and software applications. The net amount of the caption Other movements and reclassification of Intangible assets, amounting to Euro 659 thousand, entirely relates to the net value of intangible assets reclassified to current assets held for sale.

Historical Value – Intangible assets
	01/01/2020		Additions		Disposals			Conversion differences			Other movements and reclass.			31/12/2020
Concessions, licenses, trademarks		83,318		1,657		(50	)		(91	)		(630	)		84,204
Other intangible assets		119,096		7,398		(8,501	)		(392	)		1,050			118,653
Industrial patents, intellectual rights		1,135		3		—			—			—			1,138
Intangible assets in progress		4,163		2,615		—			(390	)		(2,942	)		3,445
Total		207,712		11,673		(8,551	)		(873	)		(2,522	)		207,440

58

Depreciation fund - Intangible assets
	01/01/2020			Depreciations			Disposals			Conversion differences			Other movements and reclass.			31/12/2020
Concessions, licenses, trademarks		(38,605	)		(3,795	)		(99	)		119			384			(41,996	)
Other intangible assets		(93,868	)		(9,383	)		5,042			90			1,479			(96,640	)
Industrial patents, intellectual rights		(1,129	)		(6	)		—			—			—			(1,135	)
Intangible assets in progress		—			—			—			—			—			—
Total		(133,602	)		(13,184	)		4,943			209			1,863			(139,771	)
Historical Value – Intangible assets
	01/01/2019			Additions			Disposals			Conversion differences			Other movements and reclass.			31/12/2019
Concessions, licenses, trademarks		81,719			2,897			(1,664	)		86			280			83,318
Other intangible assets		109,975			3,925			(9,870	)		565			14,501			119,096
Industrial patents, intellectual rights		6,130			17			(7	)		—			(5,005	)		1,135
Intangible assets in progress		8,656			5,148			—			(2	)		(9,639	)		4,163
Total		206,480			11,987			(11,541	)		649			137			207,712
Depreciation fund - Intangible assets
	01/01/2019			Depreciations			Disposals			Conversion differences			Other movements and reclass.			31/12/2019
Concessions, licenses, trademarks		(36,418	)		(3,590	)		1,260			(48	)		191			(38,605	)
Other intangible assets		(87,060	)		(12,286	)		10,164			(436	)		(4,250	)		(93,868	)
Industrial patents, intellectual rights		(5,820	)		(40	)		5			—			4,726			(1,129	)
Intangible assets in progress		—			—			—			—			—			—
Total		(129,298	)		(15,916	)		11,429			(484	)		667			(133,602	)

59

22. Right of use

The caption includes the carrying net value of right-of-use asset measured on a lease-by-lease basis.

Net Value	December 31, 2020		December 31, 2019
Land and buildings		360,592		467,641
Plants and machineries		165		286
Industrial and commercial equipment		268		338
Other tangible assets		3,337		3,692
Right of use		364,362		471,957

The historical cost and accumulated amortization of the past two years are set forth below:

	Land and Buildings			Plants and machineries			Industrial and commercial equipment			Other tangible assets			Total
Historical cost		665,738			326			616			6,396			673,076
Accumulated depreciation		(198,097	)		(40	)		(278	)		(2,704	)		(201,119	)
Net carrying amount at December 31, 2019		467,641			286			338			3,692			471,957
Historical cost		623,800			328			705			6,397			631,230
Accumulated depreciation		(263,208	)		(163	)		(437	)		(3,060	)		(266,868	)
Net carrying amount at December 31, 2020		360,592			165			268			3,337			364,362

Historical Value – RoU Assets
	01/01/2020		Additions		Disposals			Conversion differences			Other movements and reclass.			31/12/2020
Land and buildings		665,738		65,097		(73,969	)		(32,986	)		(80	)		623,800
Plants and machineries		326		1		—			—			—			327
Industrial and commercial equipment		616		96		(7	)		—			—			705
Other tangible assets		6,395		1,637		(1,446	)		(32	)		(156	)		6,398
Total		673,075		66,831		(75,422	)		(33,018	)		(236	)		631,230

60

Depreciation fund – RoU Assets
	01/01/2020			Depreciations (1)			Disposals		Conversion differences		Other movements and reclass.		31/12/2020
Land and buildings		(198,097	)		(105,970	)		30,770		10,009		80		(263,208	)
Plants and machineries		(40	)		(123	)		—		—		—		(163	)
Industrial and commercial equipment		(278	)		(166	)		7		—		—		(437	)
Other tangible assets		(2,704	)		(1,875	)		1,431		15		73		(3,060	)
Total		(201,119	)		(108,134	)		32,208		10,024		153		(266,868	)

(1) Depreciations include the effect amounting to Euro 12,921 thousand of the impairment of the lease contracts related to two DOS located in Japan and Italy.

Historical Value – RoU Assets
	01/01/2019			Additions			Disposals			Conversion differences			Other movements and reclass.		31/12/2019
Land and buildings		616,307			58,978			(18,801	)		9,254			—		665,738
Plants and machineries		—			326			—			—			—		326
Industrial and commercial equipment		616			—			—			—			—		616
Other tangible assets		4,692			2,489			(780	)		(5	)		—		6,395
Total		621,615			61,793			(19,581	)		9,249			—		673,075
Depreciation fund – RoU Assets
	01/01/2019			Depreciations			Disposals			Conversion differences			Other movements and reclass.		31/12/2019
Land and buildings		(105,390	)		(109,760	)		18,801			(1,748	)		—		(198,097	)
Plants and machineries		—			(40	)		—			—			—		(40	)
Industrial and commercial equipment		(139	)		(139	)		—			—			—		(278	)
Other tangible assets		(1,605	)		(1,881	)		780			2			—		(2,704	)
Total		(107,134	)		(111,820	)		19,581			(1,746	)		—		(201,119	)

61

23. Goodwill

As at December 31, 2020, Goodwill amounts to Euro 286,303 thousand (Euro 310,606 thousand as of December 31, 2019) and relates to the following acquired business:

Net Value	December 31, 2020		December 31, 2019
Thom Browne Inc.		263,281		287,584
Bonotto S.p.A.		5,977		5,977
Gruppo Dondi S.p.A.		8,405		8,405
Pelletteria		7,039		7,039
Other minor		1,601		1,601
Goodwill		286,303		310,606

Thom Browne Inc. goodwill difference relates to the acquisition of 85% of Thom Browne Group (hereinafter “Thom Browne Group” or “TB Group”) occurred at the end of November 2018.

The difference between the consideration transferred and the net equity acquired was recognized as goodwill at December 31, 2018. According to IFRS 3 a purchase price allocation exercise has been performed, which led to the identification of the brand as a separate intangible, measured at its fair value at the acquisition date, amounting to Euro 38.595 thousand.

Due to the currency used in the transaction the original Goodwill was determined in US Dollar for an amount of USD 323.072 thousand. According to IAS 21, every year, the Thom Browne Inc. goodwill is adjusted for difference relates to exchange rate difference between US Dollar and Euro (Euro 24,303 thousand in 2020).

Gruppo Dondi S.p.A. goodwill relates to the acquisition of the company occurred in 2019, when the purchase price allocation has been performed in compliance with IFRS 3 Business Combinations (“IFRS 3”). In 2020 the overall consideration has been reduced according to the new earn out calculation, leading to a financial income of Euro 1,000 thousand.

The movement of the goodwill is summarized below:

Net Value	December 31, 2019		Purchase Price Allocation		Exchange losses to OCI			December 31, 2020
Thom Browne Inc.		287,584		—		(24,303	)		263,281
Bonotto S.p.A.		5,977		—		—			5,977
Gruppo Dondi S.p.A.		8,405		—		—			8,405
Pelletteria		7,039		—		—			7,039
Other minor		1,601		—		—			1,601
Goodwill		310,606		—		(24,303	)		286,303

Impairment test

As required by IAS 36, “Impairment of Assets,” intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least once per year. The Group does not report intangible

62

assets with indefinite useful lives other than goodwill. As December 31, 2020, goodwill amounted to Euro 286,303 thousand, detailed by Cash Generating Unit (“CGU”) as follows:

	2020		2019
Thom Browne Group		263,281		287,584
Gruppo Dondi S.p.A.		8,405		8,405
Bonotto S.p.A.		5,977		5,977
Pelletteria		7,039		7,039
Total		284,702		309,005

The method used to identify the recoverable amount (value in use) of all the aforementioned CGUs, except for the brands, consisted of discounting the projected cash flows (Discounted Cash Flow) generated by the activities directly attributable to the segment to which the intangible asset or net invested capital has been assigned (CGU). Value in use was the sum of the present value of future cash flows expected from the business plan projections prepared for each CGU and the present value of the related operating activities at the end of the period (terminal value).

The business plans used to prepare the impairment test cover a period of three years and have been constructed on the basis of the 2021 budget prepared by management.

The rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2020, the WACC used for discounting purposes ranged between 6.02% and 17.45% (between 6.24% and 17% at December 31, 2019). The WACC was calculated ad hoc for each CGU subject to impairment, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield. The “g” rate of growth used to calculate the terminal value has been determined according to the diverging inflation and GDP outlooks in the various countries. The prevalent growth rate was 1.5%.

As in the previous year, no impairment loss was recognized for goodwill in fiscal year 2020.

In order to ensure that the changes to the main assumptions did not significantly affect the results of the impairment tests, sensitivity analyses were conducted on 90% of the goodwill recognized in the Consolidated Statement of Financial Position.

24. Investments at equity method

The following tables provide for a breakdown of investments at stated at equity as of December 31, 2020 and December 31, 2019:

	01/01/2020		Additions /(Disposals) /		Impairment			Net income/ (loss)			Dividends			Translation differences			31/12/2020
Pelletteria Tizeta S.r.l.		2,794		2		—			92			—			—			2,888
Tom Ford International LLC		25,000		—		(4,532	)		(4,232	)		—			1,764			18,000
Achill Station Pty Ltd		—		530		—			(65	)		—			7			472
Investments at Equity method		27,794		532		(4,532	)		(4,205	)		—			1,771			21,360
	01/01/2019		Additions /(Disposals) / (W/D)		Impairment			Net income/ (loss)			Dividends			Translation differences			31/12/2019
Pelletteria Tizeta S.r.l..		2,651		—		—			368			(225	)		—			2,794
Tom Ford International LLC		27,255		—		—			(1,902	)		—			(353	)		25,000
Achill Station Pty Ltd		—		—		—			—			—			—			—
Total Investments at equity method		29,906							(1,534	)		(225	)		(353	)		27,794

63

Consistently with prior years the loss-making position of Tom Ford International has been considered as an indication of impairment of the value of the investment, therefore an impairment test has been performed.

The method used to identify the recoverable amount (value in use) involves discounting the projected cash flows produced by the CGU. Value in use is the sum of the present value of future cash flows expected from the business plan projections and the present value of the related operating assets at the end of the business plan period (terminal value).

The business plans used to prepare the impairment test cover a period of five years and have been constructed on the basis of the 2021 budget prepared by the management of Tom Ford International. The rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2020, the WACC used for discounting purposes amounted at 10.45% (10.53% at December 31, 2019). The WACC was calculated ad hoc for Tom Ford International, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield. The “g” rate of growth used to calculate the terminal value has been determined at 0.

The financial information of companies not entirely controlled by the Group is provided below, as required by IFRS 12. The amounts are stated before the consolidation adjustments.

Amounts referred to the last financial statements available (amounts in local currencies thousand):

Company	Group’s percentage interest			Local currency		Total Assets		Liabilities		Total Equity			Net Revenues		Net Income/(loss)
Pelletteria Tizeta S.r.l. (*)		50	%		Euro		25,084		19,168		5,916			22,402		272
Tom Ford International LLC (**)		15	%		USD		138,522		314,989		(176,467	)		238,257		(15,366	)
Achill Station Pty Ltd(***)		60	%		AUD		1,117		1,086		31			842		(973	)

(*) December 31,2020; (**) December 31, 2019; (***) June 30, 2019

Even if the Group owns 15 per cent of the equity shares of Tom Ford International LLC, since 2017 the Group accounts for the investment under the equity method as the following requirements of IAS 28 are met: the representation on the board of directors and the participation in policy-making processes. Furthermore, there are material transactions between the Group and Tom Ford International LLC.

The transactions occurred in 2020 and 2019 with such companies are summarized below

2020 (amount in K€ unless otherwise stated) Company	Revenues		Cost for services and other operating costs			Financial Income		Trade receivables		Other financial asset		Trade liabilities		Financial guarantess provided (Kus$)
Pelletteria Tizeta S.r.l.		4		2			—		—		—		—		—
Tom Ford International LLC		25,088		7,673	*		471		23,453		1,198		136		7,500
Achill Station Pty Ltd.		—		—			—		—		94		—		—

* The caption includes royalties amounting to Euro 4,095 thousand

64

2019 (amount in K€ unless otherwise stated) Company	Revenues		Cost for services and other operating costs			Financial Income		Trade receivables		Other financial asset		Trade liabilities
Pelletteria Tizeta S.r.l.		4		2			—		—		—		—
Tom Ford International LLC		29,499		8,958	*		1,847		18,392		41,225		150
Achill Station Pty Ltd.		—		—			—		—		94		—

* The caption includes royalties amounting to Euro 4,721 thousand

25. Deferred tax assets and deferred tax liabilities

The following table provides a breakdown by nature of the assets and liabilities for deferred taxes as of December 31, 2020 and comparative figures as of December 31, 2019:

Deferred Tax Assets
	2020		2019		Profit & Loss			Impact of exchange rates and other mov.
Employee benefits		3,899		5,104		(1,169	)		(35	)
Property plant and equipment		10,435		2,122		8,476			(163	)
Right of use		2,289		1,944		394			(49	)
Intangible		3,297		1,811		1,486			—
Provision for obsolete inventory		33,793		26,579		7,073			141
Taxed provisions		4,114		1,384		2,730			—
Financial assets fair value		1,477		1,448		29			—
Tax losses		9,793		9,750		893			(849	)
Other		3,113		9,078		(7,676	)		1,713
Deferred Tax Assets		72,211		59,219		12,234			758
Deferred Tax Liabilities
	2020		2019		Profit & Loss			Impact of exchange rates and other mov.
Property plant and equipment		23,390		25,233		3,535			(1,693	)
Right of use		1,195		1,008		(187	)		—
Intangible		9,099		10,381		1,281			—
Financial assets fair value		1,776		2,173		397			—
Other		808		829		76			(55	)
Deferred Tax Liabilities		36,269		39,623		5,102			(1,748	)

Deferred taxes reflect the net tax effect of temporary differences between the book value and the taxable amount of assets and liabilities. The accounting of assets for deferred taxes was duly adjusted to take account of the effective possibility to be realized.

Deferred Tax Assets
	2019		2018		Profit & Loss			Impact of exchange rates and other mov.
Employee benefits		5,104		5,800		(801	)		105
Property plant and equipment		2,122		1,977		144			—
Right of use		1,944		1,762		182			—
Intangible		1,811		2,222		(411	)		—
Provision for obsolete inventory		26,579		28,196		(934	)		(683	)
Taxed provisions		1,384		1,899		(515	)		—
Financial assets fair value		1,448		695		403			350
Tax losses		9,750		17,006		(6,402	)		(855	)
Other		9,077		9,256		(179	)		—
Total Deferred Tax Assets		59,219		68,813		(8,512	)		(1,083	)

65

Deferred Tax Liabilities
	2019		2018		Profit & Loss			Impact of exchange rates and other mov.
Property plant and equipment		25,233		24,220		(1,013	)		—
Right of use		1,008		819		(189	)		—
Intangible		10,381		9,726		(655	)		—
Financial assets fair value		2,173		1,814		—			(360	)
Other		829		1,695		866			—
Total Deferred Tax Liabilities		39,623		38,273		(991	)		(360	)

26. Other financial assets

The caption Other financial assets can be detailed as follows:

	2020		2019
Guarantee deposits		27,379		31,983
Financial Loan to Tom Ford International LLC		1,198		41,225
Investment held in Elah Dufour S.p.A.		14,834		14,834
Investment held in Future 101 Design Private		1,743		1,743
Investment held in Pettinatura di Verrone S.r.l.		1,522		1,522
Investment held in Bea Biella S.r.l.		168		168
Investment held in F2 S.r.l.		78		78
Investment held in Acquedotto del Piancone S.r.l.		30		30
Other		27		30
Other financial assets		46,980		91,613

As of December 31, 2019. the financial loan to Tom Ford International LLC included Euro 40,057 thousand related to three tranches of a bond, bearing a 3% annual interest, underwritten in previous financial years cashed at the expiring date in February 2020.

66

The transaction occurred in 2020 and 2019 with are summarized below:

Other investments	Other revenues		2020 Cost for raw materials and consumables		Cost for services		Trade receivables		Trade liabilities incl. customer advances
F2		89		—		2,713		—		811
Consorzio Alpi Biellesi		—		—		30		—		—
Elah Dufour S.p.A.				7		—		—		—
Acquedotto Piancone S.r.l.		—		—		—		—		—
		89		7		2,743		—		811
Other investments	Other Revenues		2019 Cost for raw materials and consumables		Cost for services		Trade receivables		Trade liabilities incl. customer advances
F2		56		—		3,961		67		1,453
Consorzio Alpi Biellesi		—		—		86		—		—
Elah Dufour S.p.A.		—		42				—		—
Acquedotto Piancone S.r.l.		—		—		7		—		—
		56		42		4,054		67		1,453

Current assets

27. Inventories

Inventories break-down is shown in the following chart (in thousand of Euro):

Net Value	December 31, 2020			December 31, 2019
Raw materials, ancillary materials and consumables		49,491			55,014
Provision for obsolete raw materials, ancillary material and consumables		(11,364	)		(6,029	)
Work-in-progress and semi-finished products		42,466			48,538
Finished goods		349,614			306,013
Provision for obsolete finished goods		(108,736	)		(88,945	)
Inventories		321,471			314,591

The movement of the provision for obsolete inventory is summarized below:

Net Value	December 31, 2019			Additions of the period			Utilization of the period		Other reclasses		Conversion		December 31, 2020
Raw materials, ancillary materials and consumables		(6,029	)		(6,709	)		—		—		1,375		(11,363	)
Finished goods		(88,944	)		(36,355	)		5,329		4,552		6,683		(108,735	)
Total		(94,973	)		(43,064	)		5,329		4,552		8,058		(120,098	)

The amount of the caption Other reclasses the inventory value reclassified to current assets held for sale.

67

Net Value	December 31, 2018			Additions of the period			Utilization of the period		December 31, 2019
Raw materials, ancillary materials and consumables		(5,546	)		(947	)		464		(6,029	)
Finished goods		(80,981	)		(24,862	)		16,899		(88,944	)
Total		(86,527	)		(25,809	)		17,363		(94,973	)

28. Trade receivables

The breakdown of the caption is set out below:

Net Value	December 31, 2020			December 31, 2019
Trade receivables		147,546			183,857
Bad debt and doubtful provision		(8,717	)		(5,635	)
Trade Receivables		138,829			178,222

During 2020 the changes in the provision for bad debt were as follows:    

	December 31, 2019			Provision of the period			Utilization of the period		Conversion differences		December 31, 2020
Bad-debt provision		(5,635	)		(3,636	)		96		458		(8,717	)
	December 31, 2018			Provision of the period			Utilization of the period		Conversion differences		December 31, 2019
Bad-debt provision		(5,386	)		(727	)		478		—		(5,635	)

As of December 31, 2020, this item totals Euro 138,829 thousand and is wholly represented by the amounts of receivables within the next accounting period. Receivables are represented net of the relative bad-debt reserve, amounting to Euro 8,717 thousand (Euro 5,635 thousand as of December 31, 2019) to align the accounting value to the estimated realizable value.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses.

The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

The Group has recognized a loss allowance of 100 per cent against all receivables through third parties over 180 days past due because historical experience has indicated that these receivables are generally not recoverable.

The Group has significantly increased the expected loss rates for trade receivables from the prior year based on its judgement of the impact of current economic conditions and the forecast direction of travel at the reporting date. There has been no change in the estimation techniques during the current reporting period.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables that have been written off is subject to enforcement activities.

68

The table shows the concentration of commercial risk by geographic area of the Group activity:

	December 31, 2020		December 31, 2019
Italy		28,487		32,958
Europe		22,615		48,137
America		30,376		44,319
Asia		56,978		52,141
Oceania		373		667
Trade Receivables		138,829		178,222

The following table provides the ageing of trade receivables as of December 31, 2020:

Trade receivables as of December 31, 2020
•   Current	106.659
•   Total overdue	40,887
Of which overdue by 0 – 90 days	23,172
Of which overdue by 90 – 180 days	2,509
Of which overdue by more than 180 days	15,206
Total	147,546

The current amount includes receivables from credit cards retail transactions amounting to Euro 6,661 thousand.

In 2020, trade receivables overdue by more than 180 days total Euro 15,206 thousand (Euro 4,780 thousand in 2019). The significant overdue amount, of which Euro 9,656 thousand relates to the related party Tom Ford International LLC, is mainly due to the financial impact caused by the pandemic scenario.

Full payments and no credit-loss are expected by management.

The following table provides the ageing of trade receivables as of December 31, 2019:

Trade receivables as of December 31, 2019
•   Current	142,753
•   Total overdue	41,104
Of which overdue by 0 – 90 days	28,539
Of which overdue by 90 – 180 days	7,809
Of which overdue by more than 180 days	4,756
Total	183,857

29. Derivative financial instruments

At December 31, 2020, there were eight positions regarding interest rate swap derivatives to hedge the risk of a potential increase in the cost of servicing of financial debt due to fluctuations in market rates. The notional value of these positions amounts to Euro 274 million (Euro 275 million in 2019), and corresponds to a negative fair value of Euro 5,515 thousand (Euro 5,142 thousand in 2019).

The Group enters certain derivative contracts to hedge the interest rate risk on its bank debt and the currency risk on sales made in currencies other than the euro.

69

The Company only takes out these contracts for hedging purposes as the Group’s financial management policy does not permit trading in financial instruments for speculative purposes.

Derivative financial instruments meeting the requirements of IFRS 9 s are accounted for using hedge accounting. Changes in the fair value of derivative financial instruments not qualifying for hedge accounting under international accounting standards are recognized in profit or loss in the relevant reporting period.

The interest rate and currency derivatives used by the Company are over the counter (OTC) instruments, meaning those negotiated bilaterally with market counterparties, and the determination of their current value is based on valuation techniques that use input parameters (such as rate curves, foreign exchange rates, etc.) observable on the market (level 2 of the fair value hierarchy included in IFRS 7).

Derivatives are measured by taking as a reference the interest rates and yield curves observable at commonly quoted intervals.

At the reporting date, the Group had outstanding hedges as detailed in the table below:

	2020
	Notional amount		Positive Fair value		Negative Fair value
Exchange risk
Forward contract		347,679		11,848		4,918
Interest risk
Interest Rate Swap		274,336		—		5,515
		622,015		11,848		10,433
Stock index options		—		—		—
Other option		—		—		1.852
Total Trading Derivatives		—		—		1.852
Total derivatives instruments Asset/Liabilities		622,015		11,848		12,285
	2019
	Notional amount		Positive Fair value		Negative Fair value
Exchange risk
Forward contract		352,253		6,468		4,853
Interest risk
Interest Rate Swap		274,851		—		5,142
		627,104		6,468		9,995
Stock index options		—		—		15
Other option		—		—		1,852
Total Trading Derivatives		—		—		1,867
Total derivatives instruments Asset/Liabilities		627,104		6,468		11,863

The Group entered into the derivative contracts in the course of its risk management activities, in order to hedge financial risks stemming from exchange and interest rate fluctuation.

Foreign exchange rate transactions

The cash flows resulting from the Group’s international activities are exposed to exchange rate volatility. In order to hedge this risk, the Group enters into forward sale and purchase agreements, so as to guarantee the value of identified cash flows in Euro (or in other currencies used locally). The projected future cash flows mainly regard the collection of trade receivables, the settlement of trade payables and financial cash flows.

70

Forward contracts negotiated on main currencies in effect as of December 31, 2020 to hedge projected future financial cash flows are shown below (in thousand of Euro):

Forward contracts - notional amounts	December 31, 2020		December 31, 2019
USD		144,569		208,079
CHF		24,810		5,720
CNY		20,318		15,817
GBP		19,226		30,183
HKD		12,613		—
JPY		52,407		47,212
Other		73,736		45,242
		347,679		352,253

All contracts in place at December 31, 2020 have a maturity shorter than twelve months.

All contracts in place at the reporting date were entered into with major financial institutions, and no counterparties are expected to default. A liquidity analysis of the derivative contracts maturities is provided in the financial risks section of these Notes.

Interest rate transactions

The Group enters into IRS contracts in order to hedge the risk of interest rate fluctuations on bank loans. The key features of the IRS agreements in place as at December 31, 2020 and December 31, 2019 are summarized below:

Contract	Currency		Notional amount		Interest rate			Maturity date		FV at December 31, 2020			Hedged item
IRS		Euro		2,002		1,940	%		Dec 2031		(266	)		Fin. Leasing
IRS		Euro		20,000		0,173	%		Feb 2023		(309	)		Loan
IRS		Euro		2,334		0,800	%		Jul 2027		(108	)		Fin. Leasing
IRS		Euro		20,000		0,265	%		Jan 2023		(366	)		Loan
IRS		Euro		80,000		0,474	%		Feb 2021		(1,031	)		Loan
IRS		Euro		50,000		0,255	%		Apr 2023		(988	)		Loan
IRS		Euro		40,000		0,276	%		Aug 2023		(898	)		Loan
IRS		Euro		60,000		0,342	%		Nov 2023		(1,548	)		Loan
				274,336							(5,515	)

71

Contract	Currency		Notional amount		Interest rate			Maturity date		FV at December 31, 2019			Hedged item
IRS		Euro		2,184		1,940	%		Dec 2031		(258	)		Fin. Leasing
IRS		Euro		20,000		0,173	%		Feb 2023		(298	)		Loan
IRS		Euro		2,667		0,800	%		Jul 2027		(108	)		Fin. Leasing
IRS		Euro		20,000		0,265	%		Jan 2023		(379	)		Loan
IRS		Euro		80,000		0,474	%		Feb 2021		(1,006	)		Loan
IRS		Euro		50,000		0,255	%		Apr 2023		(962	)		Loan
IRS		Euro		40,000		0,276	%		Aug 2023		(838	)		Loan
IRS		Euro		60,000		0,342	%		Nov 2023		(1,294	)		Loan
				274,851							(5,142	)

The IRS convert variable interest rates on bank loans into fixed interest rates.

They have been arranged with major financial institutions, and no counterparties are expected to default.

Information on financial risks

Capital management

The Group’s capital management strategy is intended to safeguard its ability to guarantee a return to shareholders, protect the interests of other stakeholders and comply with loan covenants, while maintaining a viable and balanced capital structure.

Categories of financial assets and liabilities according to IFRS 7

Financial assets

	2020
	Financial assets FVPL		Financial assets FVOCI		Financial assets Amortized costs		Total		Note
Cash and cash equivalents		302,291						302,291		33
Trade receivables						138,829		138,829		28
Other financial assets		46,980						46,980		26
Other current financial assets		322,327		27,836				350,163		31
Financial assets		671,598		27,836		138,829		838,263
	2019
	Financial assets FVPL		Financial assets FVOCI		Financial assets Amortized costs		Total		Note
Cash and cash equivalents		210,626						210,626		34
Trade receivables						178,222		178,222		28
Other financial assets		50,388				41,225		91,613		26
Other current financial assets		409,700		25,205				434,905		31
Financial assets		670,714		25,205		219,447		915,366

72

Financial liabilities

	2020
	Financial liabilities FVPL		Financial liabilities FVOCI	Financial liabilities Amortized costs		Total		Note
Non-current financial borrowings					558,722		558,722		37
Current financial borrowings		91,029					91,029		37
Non-current other financial liabilities		220,968					220,968		38
Trade liabilities including customer advances		188,342					188,342		42
Lease Liabilities – Current/Non-current		407,687					407,687		39
Financial Liabilities		908,026			558,722		1,466,748
	2019
	Financial liabilities FVPL		Financial liabilities FVOCI	Financial liabilities Amortized costs		Total		Note
Non-Current financial borrowings					514,263		514,263		37
Current financial borrowings		106,029					106,029		37
Other non-current financial liabilities		236,978					236,978		38
Trade liabilities including customer advances		225,598					225,598		42
Lease Liabilities – Current/Non-current		508,153					508,153		39
Financial Liabilities		1,076,758			514,263		1,591,021

Fair value

The reported amount of derivative instruments, whether assets or liabilities, reflects their fair value, as explained in this Note.

The carrying amount of Cash and cash equivalents, Financial assets and Trade receivables, as adjusted for impairment where necessary as required by IFRS 9, approximates their estimated realizable value and their fair value.

Lease liabilities are reported at the present value, while all of the other financial liabilities are carried at approximately their fair value.

Credit risk

Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognized in the financial statements. Management considers its credit risk to regard primarily the trade receivables generated from the wholesale channel and its cash holding, and mitigates the related effects through specific commercial and financial strategies.

With regards trade receivables, the credit risk management is carried out by monitoring the reliability and solvency of customers, as well as through insurance agreements, as explained also in the section describing risk factors in the Report on Operation.

Trade receivables

A table of summary, by due date, of Trade receivables at the reporting date is indicated In the Note 28 Trade receivables.

73

Liquidity risk

Liquidity risk represents the risk that the Group cannot meet its financial obligations due to problems in obtaining funds at current market price conditions (funding liquidity risk) or in liquidating assets on the market to find the necessary financial resources (asset liquidity risk).

The first consequence is a negative impact on the Consolidated Statement of Profit and Loss, should the Parent Company be forced to incur additional costs to meet its commitments.

The factors which mainly influence the Group’s liquidity are the resources generated or absorbed by current operating and investing activities, the possible distribution of dividends and the expiry and possibility of renewal of debt or the expiry and possibility of liquidation of financial investments of surplus cash. Liquidity needs or surpluses are monitored on a daily basis by the Parent Company in order to guarantee effective sourcing of financial resources or adequate investment of liquidity.

The negotiation and management of credit lines is coordinated by the Parent Company with the aim of satisfying the short and medium-term needs of the individual companies according to efficiency and cost-effectiveness criteria.

It has always been the Group’s policy to sign and constantly maintain with various and diversified banks a total amount of committed credit lines that is considered consistent with the needs of the individual companies and suitable to ensure at any time the liquidity needed to satisfy and comply with all the Group’s financial commitments, at the established economic conditions, as well as guaranteeing the availability of an adequate level of operational flexibility for any expansion programs.

Sensitivity on exchange rate risk

The transaction risks originate mainly from exports of the Group in US dollars, Chinese renminbi, Japanese yen, South Korean won, British Pound and Mexican peso. Risk management is mainly centralized at the distributing companies. Goods transferred for consideration to associates are settled directly in the currency of the country where they operate and sell (with exception of countries where local currency cannot be delivered outside the country e.g. South Korean won). This implies the risk that the corresponding value in Euro of revenues determined at the moment of collection is insufficient to cover production costs or to achieve the desired profit margin. This risk is heightened during the significant period between the moment when the sale prices of a collection are set and the moment when revenues are converted into Euro, which extends up to 18 months. The distributing companies enters into currency forward contracts or options, to establish the conversion rate in advance, or a predefined range of conversion rates at future dates. In the years under examination, the Group covered its exchange rate risk almost exclusively with currency forward exchange contracts. To this end, before the preparation of price list and based on market expectations and conditions, the Group arranges hedges that cannot exceed 50% - 60% of forecast sales in foreign currency. In the period following the preparation of the price list, the total outstanding hedge is adjusted on the basis of market conditions and of the orders effectively managed and put into production.

In addition, the Group controls and hedges exposure deriving from changes due to exchange rate changes in the value of assets or liabilities denominated in currencies other than the accounting currency of the individual company, which may affect the Consolidated Statement of Profit and Loss (typically intercompany financial receivables/payables) through financial instruments, whose recognition in accordance with IFRS follows the rules of fair value hedge: the profit or loss arising from subsequent assessments of the present value of the hedging instrument is recorded in the Consolidated Statement of Profit and Loss as well as the profit or loss on the hedged item. The hedges of the Parent Company’s future transactions in foreign currencies (which can be classified as cash flow hedge pursuant to IFRS) are accounted for in accordance with hedge accounting rules.

74

The Group has estimated the potential effects on its 2021 Consolidated Statement of Profit and Loss and equity, calculated with reference to the situation at the end of 2020 produced by a shock on the exchange rate market (with reference to currencies in which the Group has significant exposure at each closing date), by using internal assessment models based on generally accepted principles.

Currency-risk exposure

The following chart indicates the currency-risk exposure of Group-subsidiaries adopting Euro towards the main currencies (value in Euro thousand):

Transaction currency	Net balances in transaction currency			Net balances EURO			Potential effect on profit BT of the period (-5%) *			Potential effect on profit BT of the period (+5%) *
USD		138,478			112,850			5,939			(5,374	)
CHF		(17,880	)		(16,552	)		(871	)		788
CNY		281,453			35,083			1,846			(1,671	)
GBP		4,426			4,923			259			(234	)
HKD		106,890			11,235			591			(535	)
SGD		5,060			3,120			164			(149	)
JPY		5,281,787			41,757			2,198			(1,988	)
					192,416			10,126			(9,163	)

(*) The shock-scenarios are built applying a variation (+-5%) on current exchange-rates.

The chart below provides the hedged positions centrally negotiated by Group treasury towards the main currencies:

Hedging position per currency	Notional amount in transaction currency		Notional amount in EURO		Hedging potential effect on profit BT of the period (-5%) *			Hedging potential effect on profit BT of the period (+5%) *
USD		146,288		119,214		(6,274	)		5,677
CHF**		6,800		6,295		331			(300	)
CNY		163,000		20,318		(1,069	)		968
GBP		14,802		16,464		(867	)		784
HKD		90,000		9,460		(498	)		450
SGD		5,000		3,083		(162	)		147
JPY		5,775,258		45,658		(2,403	)		2,174
				220,492		(10,942	)		9,900

(*) The shock-scenarios are built applying a variation (+-5%) on current exchange-rates.

(**) Treasury hedging accounting for CHF aims at covering currency-risk on future payments.

75

The following chart summarizes the potential change in equity of hedging instruments negotiated on highly probable transactions.

Derivative instruments on highly probable transactions	Forward sales in transaction currency		Forward sales Euro		Change in equity reserve (-5%) *			Change in equity reserve (+5%) *
USD		31,113		25,355		(1,334	)		1,207
CHF		20,000		18,515		974			(882	)
GBP		2,483		2,762		(145	)		132
HKD		30,000		3,153		(166	)		150
JPY		853,742		6,749		(355	)		321
				56,534		(1,026	)		928

Further on, the following chart indicates the potential impact on Consolidated Statement of Profit and Loss of the exchange rate fluctuation on other financial instruments negotiated in foreign currencies:

Transaction currency	Net balance in transaction currency			Net balance EURO			Potential effect on profit BT of the period (-5%) *			Potential effect on profit BT of the period (+5%) *
USD		(207,447	)		(169,055	)		(8,897	)		8,050

Sensitivity on interest rate risk

Sensitivity to interest rate risk is monitored at Group level, by keeping the overall exposure in due consideration, through coordinated management of debt and available liquidity and of the relevant due dates.

At December 31, 2020, there were eight positions regarding interest rate swap derivatives to hedge the risk of a potential increase in the cost of servicing of financial debt due to fluctuations in market rates. The notional value of these positions was Euro 274 million with a negative fair value of Euro 5,515 thousand.

At December 31, 2019, there were six positions regarding interest rate swap derivatives to hedge the risk of a potential increase in the cost of servicing bank debt due to fluctuations in market rates. The notional value of these positions was Euro 275 million with a negative fair value of Euro 5,141 thousand.

The short-term portion of bank debt, used mainly to finance working capital needs, is not covered by an interest rate hedge. The cost of bank debt is equal to Euribor for the period plus a spread that depends on the type of credit facility used. The applied spreads are comparable to the best market standards.

The Group’s principal sources of exposure to interest rate risk derive from short-term and the portion of long-term loans at variable rates.

The Group has estimated the potential effects on its 2021 Consolidated Statement of Profit and Loss, calculated with reference to the situation at the end of 2020, produced by a simulation of the change in the yield curve, by using internal assessment models based on generally accepted principles.

76

Loans (variable) – Amount in thousand Euro

Loan amount (nominal)	Total interest rate *			Effect on current income statement		Interest shock (-20%) **			Potential effect on income statement 2021		Interest shock (+20%) **			Potential effect on income statement 2021
80.000		0,349	%		279		0,259	%		207		0,439	%		351
10.000		0,195	%		19		0,097	%		10		0,293	%		30
45.000		0,238	%		107		0,136	%		61		0,340	%		153
31.250		0,300	%		94		0,194	%		60		0,406	%		127
25.000		0,242	%		61		0,140	%		35		0,344	%		86
10.000		0,184	%		18		0,069	%		7		0,299	%		30
201.250					578					380					777

(*) The total interest-rate consists of the fixed spread plus the variable-rate.

(**) The shock scenarios are built applying a variations (+-20%) exclusively on the pure variable-rate.

Loans Short Term (variable) – Amount in thousand Euro

Loan amount (nominal)		Total interest rate *			Effect on current income statement		Interest shock (-20%) **			Potential effect on income statement 2021		Interest shock (+20%) **			Potential effect on income statement 2021
	17.500		0,183	%		32,03		0,0736	%		12,88		0,292	%		51,17
	17.500					32,03					12,88					51,17

(*) The total interest-rate consists of the fixed spread plus the variable-rate.

(**) The shock scenarios are built applying a variations (+-20%) exclusively on the pure variable-rate relating the financial position.

30. Tax receivables

Tax receivables amount to Euro 58,833 thousand (Euro 71.574 thousand as of December 31, 2019) and include VAT receivables for Euro 35,719 thousand and income current tax receivables for Euro 23,114 thousand.

31. Other Current financial assets

The caption is detailed as follows:

	2020								2019
Business model	HTC/HTCS		HTCS/ Trading		Trading		Total		HTC/HTCS		HTCS/ Trading		Trading		Total
Fixed income		27,836		70,596		—		98,432		25,205		77,698		—		102,903
Certificates		—		107,188		—		107,188		—		176,575		—		176,575
Equity		—		22,542		2,141		24,683		—		12,334		2,758		15,092
Real estate funds		—		21,473				21,473		—		15,184		—		15,184
Private equity		—		18,185				18,185		—		17,878		—		17,878
Mixed funds		—		17,414				17,414		—		44,372		—		44,372
Private debt		—		6,894				6,894		—		2,006		—		2,006
Hedge funds		—		—		36,510		36,510		—		—		50,470		50,470
Other investment-funds	—				19,384		19,384		—		—		10,425		10,425
Other Current financial assets		27,836		264,292		58,035		350,163		25,205		346,047		63,653		434,905

77

The negative fair value adjustment of the year amounts to (Euro 1,301 thousand), of which an effect of Euro 287 thousand included in the other comprehensive income (FVOCI) and (Euro 1,588 thousand) impacting the Consolidated Statement of Profit and Loss (FVPL).

32. Other current assets

Other current assets amount to Euro 23,496 thousand (Euro 30,239 thousand as of December 31, 2019) and are mainly composed by accrued income and deferred charges (Euro 12,566 thousand) and other current assets (Euro 10,595 thousand).

33. Cash and cash equivalents

	December 31, 2020		December 31, 2019
Cash on hand		535		494
Liquid assets		301,756		210,132
Total		302,291		210,626

The item comprises the liquid assets recognized in the financial statements of the consolidated companies.

34. Assets and liabilities held for sale

During the year 2020, the Group entered into two agreements to sell the operations in Korea and to sell the woman business; the total consideration of the two agreements amount to Euro 500 thousand and has been collected in 2021. The effect of such agreements determined a write off that amounted to Euro 988 thousand.

The caption is the result of assets and liabilities reclassifications as detailed in the following table (in thousand of Euro):

	December 31, 2020 Woman division		December 31, 2020 Korea		TOTAL
Intangibles asset with a finite useful life		614		42		656
Property plant and equipment		486		1,315		1,801
Right of use		83		—		83
Deferred tax assets		1,393		—		1,393
Inventories		2,259		4,820		7,079
Trade receivables		1,765		1,316		3,082
Tax receivables		88		367		455
Other financial assets		8		337		345
Other current assets		1,621		131		1,752
Cash and cash equivalents		4		576		580
Total Assets		8,321		8,904		17,225
Employee termination indemnities		63		1,067		1,130
Lease liabilities		83		—		83
Other current liabilities		4,176		5,209		9,384
Provision for risks and charges		664		841		1,505
Tax payables		715		466		1,180
Trade payables		2,620		821		3,442
Total liabilities		8,321		8,404		16,725
Assets and liabilities held for sale		—		500		500

78

Liabilities and equity

35. Shareholder’ equity

35.1 Share capital

As of December 31, 2020 share capital, wholly subscribed and paid, is not changed from prior year and it is represented by no. 4,300,000 shares, each with a value of Euro 1 each.

	Beginning balance, number		Ending balance, number		Ending balance, nominal value
Ordinary shares		4,296,279		4,299,080		4,299,080
Special shares		3,721		920		920
Share capital		4,300,000		4,300,000		4,300,000

Share capital is represented by ordinary and special shares, both of them with a nominal value of Euro 1 each.

Special shares are granted to specific person. They do not provide any voting rights, but give the right to the owner to receive dividend. Moreover, these shares are convertible in ordinary share according to Ermenegildo Zegna Holditalia S.p.A. by law.

35.2 Other reserves and retained earnings

The composition of this caption as of December 31, 2020 and comparative figures as of December 31, 2019 is detailed below:

	December 31, 2020			December 31, 2019
Legal reserves		860			860
Reserve for Treasury Shares		(76,625	)		(75.680	)
First time adoption reserve (IFRS)		(60,939	)		(60,939	)
Retained earnings and other reserves		831,033			800,073
Other comprehensive income reserve (OCI)		(26,782	)		6,192
Other reserves and retained earnings		667,547			670,506

Legal reserve

The legal reserve of consolidated equity equals to Euro 860 thousand and refers to the Parent Company balance.

Reserve for treasury shares

The reserve for treasury shares in the portfolio, at December 31, 2020, amounts to Euro 76,625 thousand (Euro 75,680 thousand at December 31, 2019) and relates to 271,815 ordinary shares.

During the year, the Parent Company purchased n. 2.801 treasury shares decreasing the corresponding equity reserve by Euro 945 thousand.

79

First time adoption reserve

The caption, that totals a negative balance of Euro 60,939 thousand and is net of tax effects, includes all the equity adjustments arisen from the changeover to IAS/IFRS for the preparation of the Group consolidated financial statement. The first-time adoption occurred on January 1st, 2018.

Retained earnings and other reserves

The other reserves and retained profit balance total Euro 831,033 thousand as of December 31, 2020 (Euro 800,073 thousand as of December 31, 2019) and includes the other reserves and retained earnings reflected in the Parent Company’s financial statements and retained earnings of consolidated companies.

Other comprehensive income reserve (OCI)

As of December 31, 2020, other comprehensive income reserve totalled, net of the tax effects, a negative balance of Euro 26,782 thousand (positive balance of Euro 6,192 thousand at December 31, 2019).

This caption is the result of the followings:

• the translation reserve amounts to negative balance of Euro 25,541 thousand as of December 31, 2020 (the caption totalled a positive balance of Euro 8,896 thousand as of December 31, 2019). This reserve exclusively refers to the translation differences arisen from the consolidation of foreign operations cumulated from January 1st, 2018 to December 31th, 2020, as the Group decided to set at nil the translation reserve balance at January 1st, 2018.

• the fair value measurement of derivative instruments negotiated for hedging on exchange- rate risk or interest-rate risk (cash flow hedge) totals a negative balance of Euro 2,224 thousand as of December 31, 2020 (the caption totalled a negative balance of Euro 2,862 thousand as of December 31, 2019);

• the actuarial profit/loss deriving from the re-measurement of employee benefits indemnities under IAS 19 amounts to Euro 741 thousand as of December 31, 2020 (the caption amounted to Euro 202 thousand as of December 31, 2019);

• the fair value adjustment of financial assets (HTCS) under IFRS 9 (FVOCI) amount to Euro 243 thousand as of December 31, 2020 (the caption totalled a negative balance of Euro 44 thousand as of December 31, 2019).

36. Equity attributable to non-controlling interest

Equity attributable to minorities amounts to Euro 29,890 thousand as of December 31, 2020 (Euro 27,705 thousand as of December 31, 2019) and represents the capital, reserves and profit for the year attributable to third-party shareholders of fully consolidated companies. At December 31, 2020, the amount includes a third-party profit of the period of Euro 4,045 thousand (third-party profit of Euro 4,611 thousand as of December 31, 2019).

In addition to the above, a reduction of the balance is related to the minority dividends paid in 2020, amounting to Euro 1,731 thousand.

The financial information of companies not entirely controlled by the Group is provided below, as required by IFRS 12. The amounts are stated before the consolidation adjustments.

80

December 31, 2020 main figures (amounts in thousands):

Company	Group’s percentage interest			Local currency		Total Assets		Total Equity		Net Revenues		Net Income/(loss)		Dividends paid to non controlling shareholders
Thom Browne Inc.		85	%		USD		157,679		105,890		203,859		24,275		—
Gruppo Dondi S.p.A.		65	%		Euro		24,590		21,321		27,199		1,147		(354	)

37. Non-current and current financial borrowings

The non-current and current financial borrowings comparison with previous year is indicated below:

2020	Current		Non-current
Bullet loans		56,029		557,386
Other financial loans		35,000		1,336
Non-current and current financial borrowings		91,029		558,722
2019	Current		Non-current
Bullet loans		106,029		513,279
Other financial loans		—		984
Non-current and current financial borrowings		106,029		514,263

For Non-current bullet loans repayment schedules is summarized below:

	2022		2023		2024		2025		Total
Nun-current bullet loans		107,500		281,250		130,000		38,636		557,386
Financial interests		4,437		3,479		1,249		301		9,467
Total repayment		111,937		284,729		131,249		38,937		566,853
	2021		2022		2023		2024		Total
Nun-current bullet loans		136,029		107,500		221,250		48,500		513,279
Financial interests		4,043		3,416		1,742		387		9,588
Total repayment		140,072		110,916		222,992		48,887		522,867

The Group generally borrows at fixed interest rates and manages the risk of interest fluctuation of those loans at a variable interest rate through hedging arrangements (fully described in note financial risk-management – interest rate risk).

81

The bullet loans are set forth hereunder by their portions with fixed and variable interest rates:

	Variable interest rate			Fixed interest rate
Current – bullet loans		None			3,529
Interest rate range		None			0.8	%
Non-current – bullet loans		471,250			140,000
Interest rate range		0.184%-0.474	%		0.49%-1.250	%
Current – bullet loans		None			3,529

The nominal outstanding amount of Non-current bullet loans as of December 31, 2020 are set forth below:

Borrower	Amount (Euro thousand)		Type of loan		Currency		Expiry date		Interest rate			Current portion (Euro thousand)		Non-current portion (Euro thousand)
Co.Ti Service S.A.		10,000		Term loan		Eur		02/22		0,75	%				10,000
Co.Ti Service S.A.		5,000		Term loan		Eur		03/22		0,60	%				5,000
Co.Ti Service S.A.		20,000		Term loan		Eur		03/25		0,75	%				20,000
Co.Ti Service S.A.		10,000		Term loan		Eur		04/25		0,75	%				10,000
Ermenegildo Zegna Holditalia S.p.A.		20,000		Term loan		Eur		02/23		0,80	%				20,000
Ermenegildo Zegna Holditalia S.p. A.		20,000		Term loan		Eur		01/23		1,48	%				20,000
Ermenegildo Zegna Holditalia S.p.A.		3,539		Term loan		Eur		12/21		0,80	%		3,529
Ermenegildo Zegna Holditalia S.p.A.		15,000		Term loan		Eur		03/23		0,35	%				15,000
Ermenegildo Zegna Holditalia S.p.A.		10,000		Term loan		Eur		09/22		0,69	%				10,000
Ermenegildo Zegna Holditalia S.p.A.		40,000		Term loan		Eur		08/23		1,05	%				40,000
Ermenegildo Zegna Holditalia S.p.A.		20,000		Term loan		Eur		11/23		0,90	%				20,000
Ermenegildo Zegna Holditalia S.p.A.		85,000		Term loan		Eur		11/23		0,75	%		10,000		75,000
Ermenegildo Zegna Holditalia S.p.A.		29,886		Term loan		Eur		06/23		0,83	%		12,500		17,386
Ermenegildo Zegna Holditalia S.p.A.		10,000		Term loan		Eur		12/22		0,80	%				10,000
Ermenegildo Zegna Holditalia S.p.A.		80,000		Term loan		Eur		09/22		0,80	%		30,000		50,000
Ermenegildo Zegna Holditalia S.p.A.		50,000		Term loan		Eur		12/24		0,60	%				50,000
Ermenegildo Zegna Holditalia S.p.A.		80,000		Term loan		Eur		04/24		0,81	%				80,000
Ermenegildo Zegna Holditalia S.p.A.		50,000		Term loan		Eur		04/23		0,49	%				50,000
Ermenegildo Zegna Holditalia S.p.A.		10,000		Term loan		Eur		05/25		0,76	%				10,000
Ermenegildo Zegna Holditalia S.p.A.		45,000		Term loan		Eur		05/23		0,75	%				45,000
		613,415											56,029		557,386

82

38. Other non-current financial liabilities

Other non-current financial liabilities comparison with previous year is indicated below:

2020	Non-current
Options		212,903
Bond		4,287
Other		3,778
Other non-current financial liabilities		220,968
2019	Non-current
Options		229,088
Bond		4,287
Other		3,603
Other non-current financial liabilities		236,978

Options that follows IAS 32 relate to contractual commitments (put option) on minority interest quota, and collectively amount to Euro 196,783 thousand. Those put options are related to Thom Browne Inc. (15% on total shares to be exercised between 2023 and 2030), Dondi Group S.p.A. (35% on total shares to be exercised between 2029 and 2034) and Lanificio Ermenegildo Zegna & Figli S.p.A. (10% on total shares).

The option that follows IFRS2, amounts to Euro 16,120 thousand, is connected to the Group CEO and it is based on different conditions. In the context of the 2020 pandemic, the Group CEO unilaterally decided to waive part of his options therefore allowing the Group to record an income of Euro 10 million.

The caption Bond relates to non-convertible debenture loans of Euro 4,287 thousand. The due date is November 30, 2030. There has been no redemption of bonds during the current year.

The caption Other mainly includes a financing granted by a minority shareholder of a Group’s company not fully owned (Euro 3,594 thousand) as of December 2020 (Euro 3,272 thousand as of December 2019).

39. Current and Non-current Lease liabilities

The lease liabilities consist of liabilities recognized to account for finance and operating lease under IFRS 16. The lease liability is measured at the present value of the lease payments that are not paid at year end. The lease payments are discounted using either the interest rate implicit in the lease or the interest borrowing rate.

The following table summarizes the lease liabilities at end 2020 per maturity date:

	2021		2022		2023		2024		Beyond		Total
Current lease liabilities		92,842		—		—		—		—		92,842
Non-current lease liabilities		—		76,348		62,533		49,346		126,618		314,845
Total Lease liabilities		92,842		76,348		62,533		49,346		126,618		407,687

83

The following table summarizes the financial interests on relative lease liabilities per maturity date:

	2021		2022		2023		2024		Beyond
Financial interests of the period		8,094		6,140		4,604		3,401		10,663

The following table summarizes the lease liabilities at end 2019 per maturity date:

	2020		2021		2022		2023		Beyond		Total
Current lease liabilities		102,516		—		—		—		—		102,516
Non-current lease liabilities		—		84,483		73,115		63,636		184,403		405,637
Total Lease liabilities		102,516		84,483		73,115		63,636		184,403		508,153

The following table summarizes the financial interests on relative lease liabilities per maturity date:

	2020		2021		2022		2023		Beyond
Financial interests of the period		9,744		7,725		6,102		4,704		15,118

40. Provision for risks and charges

The Provisions for risks and charges, which balance in 2020 amount to Euro 48,412 thousand (Euro 49,258 thousand in 2019) represent management’s best estimate of the amount of potential liabilities. In the Directors’ opinion, based on the information available to them, the total amount allocated for risks and charges at the reporting date is adequate in respect of the liabilities that could arise from the underlying circumstances.

The following table shows the provision for risks and charges in 2020 and 2019 (in thousand of Euro):

	2020		2019
Legal & Fiscal risks		17,398		16,353
Leased store restoration		15,097		15,076
Sales return reserve		6,031		6,740
Others provision		9,886		11,089
Provision for risks and charges		48,412		49,258

41. Employee termination indemnities

Employee termination indemnities and other benefit obligations amount to Euro 29,216 thousand (Euro 30,573 thousand in 2019).

84

The following table shows the changes in employee defined benefit liabilities in 2020 and 2019 (in thousand of Euro):

	2020			2019
Employee termination indemnities as of 01/01		30,573			28,694
Service cost		2,335			1,560
Financial charges		256			180
Changes included in the income statement		2,591			1,740
Actuarial (gain) loss		(523	)		513
Translation differences		(407	)		(23	)
Changes included in other comprehensive income		(930	)		490
Benefit paid		(2,360	)		(1,364	)
Change in scope and other reclass.		(658	)		1,013
Employee termination indemnities as of 31/12		29,216			30,573

The main financial assumptions used in determining the present value of employee severance indemnities of the Group’s Italian companies are detailed below:

	December 31, 2020			December 31, 2019
Annual rate of salary increase		0.5% / 2.3	%		0.5% / 2.3	%
Annual discount rate		0.017% / 0.246	%		0.076% / 0.6	%
Inflation rate		1.5	%		1.5	%

As regards the demographic assumptions used in determining defined benefit liabilities of the Group’s

Italian companies, the figure used as a benchmark for the mortality rate is that for the Italian population recorded by ISTAT in 2019 broken down by age and gender.

The main financial assumptions used in determining the present value of employee benefit liabilities related to Group’s non-Italian companies are detailed below:

	December 31, 2020			December 31, 2019
Annual rate of salary increase		0.8% / 14.0	%		0.8% / 5.0	%
Annual discount rate		-0.440% / 12.998	%		0.218% / 3.467	%

As for the demographic assumptions used in measuring the defined benefit liabilities of the Group’s non-Italian companies, the figure used as a benchmark for the mortality rate is the standard one for each local population, broken down by age and gender, while for the staff turnover rate annual frequencies have been calculated based on the individual companies’ data.

85

Here below is a quantitative sensitivity analysis for the main assumptions as at 31 December 2020 concerning the main employee benefit obligations and service costs (in thousand of Euro):

(000/€)	+50 bps on DBO			-50 bps on DBO			+50 bps on Service cost			-50 bps on Service cost
Annual discount rate		(793	)		850			(75	)		79
Inflation rate		630			(598	)		46			(43	)
(000/€)	+50% on DBO			-50% on DBO			+50% on Service cost			-50% on Service cost
Probability of termination with payment		570			(1.068	)		61			(109	)

The above sensitivity analysis is based on reasonable changes in the key assumptions at the end of the reporting period.

42. Trade liabilities including customer advances

The caption is detailed as follows (in thousand of Euro):

	December 31, 2020		December 31, 2019
Trade liabilities		150,257		190,397
Advances		38,085		35,201
Trade liabilities including customer advances		188,342		225,598

43. Tax liabilities

The balance of the caption amounts to Euro 53,355 thousand (Euro 65,366 thousand as of December 31, 2019) and is detailed as follow (in thousand of Euro):

	December 31, 2020		December 31, 2019
Direct taxes		33,362		35,777
VAT		13,163		18,860
Withholdings taxes		5,232		9,736
Other		1,598		993
Tax liabilities		53,355		65,366

44. Other current liabilities

The caption is detailed as follows (in thousand of Euro):

	December 31, 2020		December 31, 2019
Social security institutions		9,147		9,462
Due to employees		26,134		39,493
Other		8,280		13,921
Accrued expenses		12,459		18,518
Deferred income		1,624		1,624
Other current liabilities		57,644		83,018

86

These amounts are fully due within the next accounting period. Personnel payables refer to the deferred compensations, accrued and untaken leave and related contributions.

Accrued expenses principally include payroll accruals and rental expenses.

87

OTHER INFORMATION

Remuneration of Directors, key Executives with strategic responsibilities, other related parties connected to Directors, Shareholders and Board of statutory auditors

2020	Cost for services and other costs		Personnel costs		Employee termination indemnity		Non-current financial liabilities		Other current financial liabilities
Board of Directors		1,681		1,078		527		22,913		—
Key executives		1,057		4,522		11		175,133		991
Other related parties connected to Directors and shareholders		33		860		7		2,146		54
Board of statutory auditors		137
		2,908		6,460		545		200,192		1,045
2019	Cost for services and other costs		Personnel costs		Employee termination indemnities		Non-current financial liabilities		Other current financial liabilities
Board of Directors		3,020		1,698		521		32,713		—
Key executives		1,125		5,350		6		181,534		1,335
Other related parties connected to Directors and shareholders		39		1,014		20		2,146		200
Board of statutory auditors		159
		4,343		8,062		547		216,393		1,535

Related party transactions

Related party transactions, including inter-group transactions, are neither exceptional nor unusual, but are part of the ordinary course of business for companies of the Group. Such transactions, when not concluded under standard conditions or dictated by specific regulatory conditions, are in any case governed by conditions consistent with those of the market.

Transactions with related companies:

2020 Related Companies	Revenues		Cost for raw materials and services		Financial expenses		Trade receivables		Trade liabilities incl. customer advances		Non-current financial borrowings
Finissaggio Ferraris		13		245				2		50
Gruppo Schneider		217		6,683				18		323
Pettinatura di Verrone				4						1
PKB bank AG				1		44						5,000
		230		6,933		44		20		374		5,000
2019 Related Companies	Revenues		Cost for raw materials and services		Financial expenses		Trade receivables		Trade liabilities incl. customer advances		Non-current financial borrowings
Finissaggio Ferraris		11		345		—		16		119		—
Gruppo Schneider		10		9,815		—		10		1,104		—
Pettinatura di Verrone		—		20		—		—		19		—
PKB bank AG		—		—		44		—				5,000
		21		10,180		44		26		1,242		5,000

88

In particular, transactions with:

• Finissaggio Ferraris relates to supplies of industrial services (fabrics’ finishing);

• Gruppo Schneider refers to the acquisition of raw materials (wool);

• Pettinatura di Verrone are referred to the purchase of industrial services;

• PKB Bank AG: relates to an interest-bearing loan amounting to Euro 5,000 thousand expiring on March 2022.

Transaction with Fondazione Zegna

Fondazione Zegna is a charity characterized by a lean organization structure and a deep commitment to voluntary work on the part of the Zegna family and Group employees. It supports and funds projects in co-operation with no-profit organizations operating in various fields and different parts of the world. Contribution to Fondazione amounted to Euro 200 thousand in 2020 (Euro 999 thousand in 2019).

Remuneration of independent auditors

As provided by the new paragraph 16-bis of the art. 2427 of the Italian Civil Code (required by paragraph 16 of the art. 37 of the Italian Legislative Decree 39/2010), independent auditors’ fees for the annual auditing services required by law and for other auditing services are shown in the table below (in thousand of Euro):

Type of services	Audit Firm	Provided to	2020 Fees
Audit services	Deloitte & Touche S.p.A.	E.Z.Holditalia S.p.A.		239
Audit services	Deloitte & Touche S.p.A. and Deloitte Network	Subsidiaries		1,528
Remuneration of independent auditors				1,767

Reported fees relate to 2020 services and do not include expenses.

Important subsequent events as at the financial statement closing date

After the closing date as at December 31, 2020, there are no subsequent events that could affect this financial statement.

Relevant subsequent non adjusting events:

• On February 23, 2021, the subsidiary Italco, managing a production plant in Spain, reached an agreement with its workers to initiate a collective dismissal procedure. No decisions have been made yet regarding either the definitive cessation of activity after the current year or its continuation with a reduced staff;

• On May 13th a share of Thom Browne for a consideration of USD 37,400 thousand corresponding to Euro 30,653 thousand was purchased by the Group. After the deal the share of Zegna in Thom Browne grows to 90%;

• In May a project for the spin-off of certain real estate properties and other assets was approved by the Board of Directors;

• In May an agreement concerning the purchase of a real estate property in London (already 50% owned by the Group) for a consideration of GBP 36,500 thousand has been reached and is being finalized;

• In May 60% share of Tessitura Ubertino was purchased by the Group.

89

The global business of Ermenegildo Zegna continued to be impacted by the COVID-19 pandemic. Persisting lockdowns and temporary store closures, in particular in Europe, lasting restrictions on public life including comprehensive social distancing measures as well as ongoing international travel restrictions are expected to continue to weigh on the recovery of the overall industry as well as performance of the Group, especially in the first half of 2021.

On the basis of the above and in accordance with the majority of experts, and industry analysts, the Group expects full recovery to pre-pandemic demand in European countries and most Asian economies, excluding China and Dubai, to take place not before mid-2022.

On the ground of actions enforced to support the business, such as activating remote sales tools and procedures, and permanent efficiency action operated in 2020 the Management and the Board of Directors have evaluated various prospective scenarios and believe that the Group has sufficient financial resources to guarantee compliance with its obligations for the 2021 financial year.

To date, there are no tensions on the Group’s financial structure; it presents an adequate level of liquidity and credit lines to meet any greater and unexpected financial needs in the more immediate future.

Given the above, the Board of Directors has not identified significant uncertainties for the future of the Parent Company and its subsidiaries.

Information pursuant to Article 1, Section 125, Law No. 124 of 4 August 2017

In order to be compliant with the obligation to highlight the economic advantages received from the Public Administration, we point out the relationships recorded in 2020 financial statements between the Zegna Group subsidiaries and the following public authorities:

• GSE - Turnover towards GSE amounted to Euro 1,076 thousand in favor of Lanificio Ermenegildo Zegna & Figli S.p.A. and relates to the sale of electricity produced by the Hydroelectric Power Plants of Sessera stream. With reference to photovoltaic plant incentives provided by GSE amounted to Euro 77 thousand and have been recorded in the income statement;

• Tax credit of Euro 51 thousand in favor of Bonotto S.p.A. for research, development and technological innovation expenses incurred in 2019 pursuant to article 23 of L.D. n. 145 of December 23, 2013;

• Euro 44 thousand from Regione Piemonte in favor of EZ Real Estate S.r.l. in relation with the contribution provided for the forest areas of “Natura 200” sites;

• Tax credit of Euro 6 thousand in favor of Bonotto S.p.A. and contribution of Euro 5 thousand in favor of Pelletteria Tizeta S.r.l. pursuant to article 125 of Law no.34 of May 19th, 2020 on expenses incurred in 2020 for sanitization and for the purchase of protective devices to support the economy in the COVID-19 emergency.

Valdilana, June 21, 2021

For and on behalf of the Board of Directors

The Chairman Paolo Zegna

90

Appendix 1 – Consolidation

ERMENEGILDO ZEGNA HOLDITALIA S.p.A.

Companies consolidated as of December 31, 2020

						Held		% Direct		% Group
Company	Registered office	Currency		Share capital		directly by		ownership		2020		2019
Companies consolidated on a line-by-line basis
Parent company
Ermenegildo Zegna Holditalia S.p.A.	Valdilana (BI)		EUR		4,300,000
Italian subsidiaries
In.co. S.p.A.	Biella		EUR		4,050,000		E.Z. Holditalia		100.00		100.00		100.00
Lanificio Ermenegildo Zegna e Figli S.p.A.	Valdilana (BI)		EUR		3,100,000		E.Z. Holditalia		90.00		90.00		90.00
Ezi S.p.A.	Milan		EUR		5,750,000		E.Z. Holditalia		100.00		100.00		100.00
E.Z. Real Estate S.r.l.	Valdilana (BI)		EUR		2,000,000		E.Z. Holditalia		100.00		100.00		100.00
Agnona S.r.l. (*)	Milano		EUR		200,000		E.Z. Holditalia		100.00		100.00		100.00
Bonotto S.p.A.	Molvena (VI)		EUR		1,239,600		E.Z. Holditalia		60.00		60.00		60.00
Cappellificio Cervo S.r.l.	Biella		EUR		300,000		E.Z. Holditalia		51.00		51.00		51.00
Thom Browne Services Italy S.r.l.	Milan		EUR		10,000		Thom Browne Trading SA		100,00		85,00		85,00
Thom Browne Retail Italy S.r.l.	Milan		EUR		10,000		Thom Browne Services Italy S.r.l.		100,00		85,00		85,00
Gruppo Dondi S.p.A.	Carpi (MO)		EUR		1,502,800		E.Z. Holditalia		65.00		65.00		65.00
Foreign subsidiaries
Ermenegildo Zegna Giyim Sanayi ve Tic. A. S.	Istanbul (Turkey)		TRY		32,291,439		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna H.m.b.H.	Wien (Austria)		EUR		610,000		E.Z. Holditalia		100.00		100.00		100.00
Société de Textiles Astrum France S.à.r.l.	Paris (France)		EUR		500,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna GmbH	Munich (Germany)		EUR		6,577,421		E.Z. Holditalia		100.00		100.00		100.00
Zegna Japan Co., LTD	Minato-Ku-Tokyo (Japan)		JPY		100,000,000		E.Z. Holditalia		100.00		100.00		100.00
Fantasia (London) Limited	London (UK)		GBP		7,000,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna S.A. de C.V.	Ciudad de Mexico (Mexico)		MXN		459,600,000		E.Z. Holditalia		100.00		100.00		100.00
Ezeti Portugal. S.A.	Lisbon (Portugal)		EUR		800,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Madrid S.A.	Barcelona (Spain)		EUR		901,500		Ezeti		70.00		70.00		70.00
Ezeti S.L.	Barcelona (Spain)		EUR		500,032		Italco		100.00		100.00		100.00
Italco S.A.	Sant Quirze (Spain)		EUR		1,911,300		E.Z. Holditalia		99.05		100.00		100.00
Co.Ti. Service S.A.	Stabio (Switzerland)		CHF		27,940,000		E.Z. Holditalia		100.00		100.00		100.00
Consitex S.A.	Stabio (Switzerland)		CHF		15,000,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Corporation	New York, NY (U.S.A.)		USD		500,000		E.Z. Holditalia		100.00		100.00		100.00
Zegna (China) Enterprise Management Co., Ltd.	Shanghai (China)		CNY		58,309,140		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna (China) Co., LTD	Shanghai (China)		CNY		50,000,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Korea LTD (*)	Seoul (Korea)		KRW		6.876.000.000		E.Z. Holditalia		100.00		100.00		100.00
Alan Real Estate S.A.	Stabio (Switzerland)		CHF		9,200,000		E.Z. Real Estate S.r.l.		100.00		100.00		100.00
Ismaco Amsterdam B. V.	Istanbul (Turkey)		EUR		226,890		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Far-East Pte LTD	Singapore		SGD		21,776,432		Consitex S.A.		100.00		100.00		100.00
Ermenegildo Zegna Hong Kong LTD	Hong Kong		HKD		238,240,000		E.Z. Holditalia		100.00		100.00		100.00
E. Zegna Trading Hong Kong LTD Taiwan Branch	Taiwan		HKD		233,659,800		E.Z. Hong Kong LTD		100.00		100.00		100.00
Ermenegildo Zegna Canada Inc.	Toronto (Canada)		CAD		700,000		Consitex S.A.		100.00		100.00		100.00
Ermenegildo Zegna Australia PTY LTD	Sydney (Australia)		AUD		18,000,000		E.Z. Far East		100.00		100.00		100.00
E. Z. New Zealand LTD	Auckland (New Zeland)		NZD		3,300,000		E.Z. Holditalia		100.00		100.00		100.00
Ezesa Argentina S.A.	Buenos Aires (Argentina)		ARS		27,246,979		E.Z. Holditalia; Italco		100.00		100.00		100.00
E. Z. Thai Holding Ltd	Bangkok (Thailand)		THB		3,000,000		E.Z. Holditalia		49.33		49.33		49.33
The Italian Fashion Co. LTD	Bangkok (Thailand)		THB		16,000,000		E. Z. Thai H.; E.Z Far East		99.37		64.53		64.53
Zegna South Asia Private LTD	Mumbai (India)		INR		902,316,770		E.Z. Holditalia		51.00		51.00		51.00
ISMACO TEKSTİL LİMİTED ŞİRKETİ	Istanbul (Turkey)		TRY		10,000,000		E.Z.Holditalia, Ismaco		99.85		100.00		100.00
Ezesa Brasil Participacoes LTDA	San Paolo (Brazil)		BRL		77,481,487		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna (Macau) LTD	Kowloon Bay (Hong Kong)		HKD		4,650,000		Consitex S.A.		100.00		100.00		100.00
Ermenegildo Zegna Malaysia Sdn. Bhd.	Kuala Lumpur (Malaysia)		MYR		3,000,000		E.Z. Far East		100.00		100.00		100.00
61 West 23rd Street LLC	New York, NY		USD		12,637,342		Alan Real Estate S.A.		100.00		100.00		100.00
Ermenegildo Zegna Maroc S.A.R.L.A.U.	Casablanca (Morocco)		MAD		530,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Vietnam LLC	Hanoi City (Vietnam)		VTD		53,567,900,000		E.Z. Holditalia		76.58		76.58		70,00
Achill Land Pty Ltd.	Armidale NSW (Australia)		AUD		10,200,000		Alan Real Estate S.A.		60.00		60.00		60.00
Zegna Gulf Trading LLC	Dubai (UAE)		AED		300,000		Consitex S.A.		49.00		49.00		49.00
EZ US Holding Inc.	Wilmington (U.S.A.)		USD		1,000,099		Consitex S.A.		100.00		100.00		100.00
E.Zegna Attica Single Member Societé Anonyme	Athens (Greece)		EUR		650,000		E.Z. Holditalia		100,00		100.00		100.00
Thom Browne Inc.	Wilmington (U.S.A.)		USD		5,510		E.Z. Holditalia		85,00		85,00		85,00
Thom Browne Japan Inc.	Tokyo (Japan)		JPY		1,000,000		Thom Browne Inc.		100,00		85,00		85,00
Thom Browne Trading SA	Stabio (Switzerland)		CHF		100,000		Thom Browne Inc.		100,00		85,00		85,00
Thom Browne France Services	Paris (France)		EUR		50,000		Thom Browne Trading SA		100,00		85,00		85,00
Thom Browne UK Limited	Beckenham (UK)		GBP		1		Thom Browne Trading SA		100,00		85,00		85,00
Tailoring Luxury Co., Ltd.	Shanghai (China)		USD		900,000		Thom Browne Trading SA		100,00		85,00		85,00
Thom Browne (Macau) Limited	Hong Kong		HKD		500,000		Thom Browne Trading SA		100,00		85,00		85,00
Thom Browne Canada	Vancouver (Canada)		CAD		1		Thom Browne Trading SA		100,00		85,00		0,00
(*)   Consolidated line by line and reclassified as current assets held for sale
Investments at equity method
Pelletteria Tizeta S.r.l.	Sesto Fiorentino (FI)		EUR		206,816		E.Z. Holditalia		50.00		50.00		50.00
Tom Ford International LLC	Delaware (U.S.A.)		USD		82,366,000		EZ US Holding Inc.		15.00		15.00		15.00
Achill Station Pty Ltd.	Armidale NSW (Australia)		AUD		2,239,127		Alan Real Estate S.A.		60.00		60.00		60.00
Investments at fair value
Acquedotto Piancone S.r.l.	Valdilana (BI)		EUR		42,000		LEZ		66.66		66.66		66.66
Pettinatura di Verrone S.r.l.	Verrone (BI)		EUR		3,000,000		LEZ		15.00		15.00		15.00
Consorzio Turistico Alpi Biellesi	Valdilana (BI)		EUR		33,750		E.Z. Real Estate S.r.l.		43,92		43,92		50,77
Sharmoon.EZ.Garments Co. Ltd	Wenzhou (China)		CNY		100,000,000		E.Z. Holditalia		50.00		50.00		50.00
F2 S.r.l.	Schio (VI)		EUR		90,000		Bonotto S.p.A.		49.00		49.00		49.00
Elah Dufour S.p.A.	Genova (GE)		EUR		26,650,000		E.Z. Holditalia		10,00		10,00		10,00
Bea Biella S.r.l.	Busalla (GE)		EUR		130,000		E.Z. Real Estate S.r.l.		22,00		22,00		22,00
Future 101 Design Private Ltd	New Delhi (India)		INR		100,000		E.Z. Holditalia		17.50		17.50		17.50

Valdilana, Italy

June 21, 2021

For and on behalf of the Board of Directors

The Chairman Dr. Paolo Zegna

91

EX-99.4

Exhibit 99.4

Ermenegildo Zegna Holditalia S.p.A. and subsidiaries

Consolidated Financial Statements as of December 31, 2019

1

Ermenegildo Zegna Holditalia S.p.A.

Consolidated Financial Statements for the Year Ended 31 December 2019

Contents

	Page
Letter of the Chairman of Board of Directors and CEO of the Group		3
Report on Operation		5
Consolidated statement of profit and loss		18
Consolidated statement of other comprehensive income		19
Consolidated statement of financial position		20
Consolidated cash flow statement		21
Consolidated statement of changes in equity		22
Notes to the consolidated financial statements		24
Appendix 1 Consolidation area		87
Appendix 2 Amendments to the consolidated Financial Statements as of December 31, 2019 approved by the Board of Directors on May 19, 2020		88

2

ERMENEGILDO ZEGNA HOLDITALIA S.p.A. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019

Letter of the Chairman of Board of Directors and CEO of the Group

Contrary to forecasts, 2019 saw a general slowdown in almost all the world’s economies.

In this global context, the luxury sector continues to face two specific obstacles: the first resulting from a fall in purchases, due to the downward trend in the numbers of Chinese tourists visiting Europe and the United States; the second, which has been underway for longer, is the shift in the consumer buying priorities.

Given its size and presence on foreign markets, our Group has decided to adopt international IFRS accounting principles for the purposes of this Financial Statement, in order to make it comparable with all luxury brands.

In spite of a generally uncertain global scenario, our Group, which operates in more than 80 countries, nonetheless recorded a growth in turnover in 2019 of 11.7% at current exchange rates, for a value of 1.321 million Euro. This result was made possible by the positive sales figures recorded in the last quarter in China and Europe. Whilst it continued in January, the trend was interrupted with the stoppage triggered by the measures to counteract the Covid19 pandemic.

The Adjusted EBITDA and the Profit for the year, respectively total 280 million Euro (21% of revenue) and 37.5 million Euro, accounting for 3% of turnover. The Net Financial indebtedness was positive to the tune of 12 million Euro.

Total equity accounted for 735 million Euro, equal to 56% of revenue. Combined with the liquidity available, they confirm the Group’s strength.

Export accounted for 89% of total sales. The most important market continues to be China, followed by the USA and Japan. In the course of 2019, the Hong Kong market recorded a fall as a result of the political upheaval experienced there.

Our Group has continued to invest, albeit to a lesser extent than in the past, by relocating and/or extending stores in key cities. At the same time, it has also closed stores that were no longer performing. By the end of 2019, Zegna’s mono-brand stores numbered 473, of which 264 are managed directly, while 209 are operated on a franchising/wholesale basis. The new openings/relocations were in New York, Dubai, Beijing, Istanbul and Sao Paulo.

2019 was the first year to see the full consolidation of Thom Browne, which was bought out in November 2018. The results proved higher than expected, with a double-digit growth in sales to confirm the validity of our investment and the strength of the brand.

The Group’s expansion also involved textiles, with the purchase of a majority shareholding in Dondi, leader in high-end jersey fabric which will continue to be managed by the Dondi family. With this purchase, the textile sector of our Group has further enlarged its range, thereby enabling to extend the product offer to a broader clientele.

3

Our Group’s ecological and social vocation is very much engrained, because it continues to be inspired by the Group’s founder, Ermenegildo Zegna. This work has intensely continued, taking on tangible projects and creating products obtained by recycling all the materials recovered from our production processes, with a project called “Use the Existing”. The level of attention dedicated to the Group’s own territory is high, with ongoing redevelopment measures consistently generating downstream activities on a local level.

In social terms, our commitment to the EZ Founder Scholarship continues. For the sixth running year, this has awarded scholarships to the highest-performing graduates of hand-picked Italian universities. This enables the graduates to specialise in the most prestigious foreign universities, on the condition that they commit to returning to Italy within 5 years to bring their skills to bear in our country. The fund sees annual commitment totalling a maximum of 1 million Euro.

Brief summary for 2020 and 2021 outlook

Despite extraordinary challenges to our business due to pandemic-related trade and travel restrictions, we are extremely proud at the resiliency we’ve seen, thanks in large part to the dedication of our employees and the loyalty of our customers. While our international retail network was heavily affected by store closures, especially during the second and third quarters of 2020, Zegna Group revenues still landed above one billion euros. Thom Browne, which Zegna acquired in 2018, outperformed both revenue and profitability expectations, exceeding 2019 levels. In the second half of 2020, in markets such as China and Russia that were less affected by store closures, the sales performance of the Zegna brand demonstrated a remarkable high double-digit bounce-back versus the same period in 2019; also Dubai was able to confirm the positive performance of the second half of 2019.

Adjusted EBITDA totalled 181 million euros (18% on revenue) and Adjusted EBIT accounted for 13 million euros. Net loss amounted to 45 million euros. Zegna’s Net Financial Indebtness amounted to - 6 million euros at year-end, or 18 million euros below the previous year’s level. Total Equity accounted for 653 million euros.

In the face of a severe drop off in revenues as the result of lock downs around the world, the resiliency of our organization enabled the Group to act swiftly to better control costs. We did so by assuring neutral leverage of operating costs for the year and by lessening the break-even point dramatically without limiting the development and strengthening of the Zegna and Thom Browne brands.

2021 started with strong sales in countries less affected by restrictions due to COVID-19, and we feel confident that the Group is moving forward on its path towards pre-pandemic results. A comprehensive overhaul of the Group’s structure will assist us as we move forward, allowing us to operate in a more agile manner. At the same time, the Textile Division will continue to pursue its strategy of extending and reinforcing its high-end product offer with Lanificio Zegna, Bonotto and Dondi, and also through selective partnerships and acquisitions. Strategic investment remains a top priority, as we seek to strengthen our IT infrastructure and renovate and expand our global retail network.

Paolo Zegna	Ermenegildo Zegna
Chairman	Chief-Executive Officer

4

REPORT ON OPERATIONS

The Report on Operations of the Consolidated Financial Statements as of December 31, 2019, includes the Letter of the Chairman of Board of Directors and CEO of the Group that reports the economic trend of 2019, business outlook, investments of the year and subsequent events.

Supplemental information about Group management are reported below.

1. Non-IFRS performance, financial position and liquidity measures

We use certain measures to assess the financial performance of our business. Certain of these measures are defined “non-IFRS measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-IFRS measures include Adjusted EBIT, Adjusted EBITDA, Trade Working Capital and Net Financial indebtedness.

An explanation of the relevance of each of the non-IFRS measures, a reconciliation of the non-IFRS measures to the most directly comparable measures calculated and presented in accordance with IFRS and a discussion of their limitations is set out below. We do not regard these non-IFRS measures as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with IFRS or those calculated using financial measures that are calculated in accordance with IFRS.

Adjusted EBIT

Adjusted EBIT is calculated as the Profit/(Loss) for the year excluding income taxes, financial income and expenses, exchange gains/losses, write downs / revaluations of equity investment, impairment losses on property, plant and equipment, intangible assets and right-of-use assets, the effect of certain events and transactions that the Management has considered do not relate to the Group’s underlying trading performance and not attributable to the normal operational management of the business.

We have included Adjusted EBIT in this annual report because it is a key measure that our Management and Board of Directors use to understand and evaluate our operating performance and trends.

In calculating Adjusted EBIT, we exclude (a) exchange gain / (losses), (b) write downs / revaluations of equity investments, (c) severance indemnities, (d) impairment losses on property, plant and equipment, intangible assets and right-of-use assets, (e) gains on property, plant and equipment disposal, because we believe they are not representative of the underlying operations of the Group.

Accordingly, we believe that Adjusted EBIT provides useful information to third party stakeholders in understanding and evaluating our operating results.

5

A reconciliation of the Profit/(Loss) for the year to Adjusted EBIT for the years ended December 31, 2019 and 2018 is presented below.

NON IFRS MEASURES

ADJUSTED EBIT

(000/€)

		2019			2018
Profit/(Loss) for the year			37.505			35.678
Income taxes			41.059			25.022
Financial income			(19.165	)		(15.853	)
Financial expenses			26.106			37.205
Exchange gains/(losses)			9.826			4.550
(Write downs)/Revaluations of equity investments			1.534			3.956
Impairment of Property, plant and equipments and right-of-use assets	(1)		4.210			4.876
Severance indemnities	(2)		9.778			12.148
Gain on Property Plant and Equipment Disposal	(3)		0			(7.867	)
Adjusted Ebit			110.853			99.715

(1) In 2019, the Group incurred impairment losses of property, Plant and equipment Euro 4,210 thousand. In 2018, the Group incurred impairment losses of Property, plant and equipment Euro 4,876 thousand

(2) In 2019, the Group incurred costs for Euro 9.778 thousand for Severance indemnities, entered in the “Severance Indemnities” item of “Personnel Cost”. In 2018, the Group incurred costs for Euro 12.148 thousand for Severance indemnities, entered in the “Severance Indemnities” item of “Personnel Cost”

(3) In 2018, the Group benefited from a gain of Euro 7,867 thousand on the disposal of a property entered

Adjusted EBITDA

Adjusted EBITDA is calculated as Profit/(Loss) for the year excluding income taxes, financial income and expenses, exchange gains/losses, write downs / revaluations of equity investment, depreciation, amortization and impairment of assets, the effect of early termination of some lease contracts, the effect of certain events and transactions that Management has considered do not relate to the Group’s underlying trading performance and not attributable to the normal operational management of the business.

We have included Adjusted EBITDA in this annual report because it is a key measure that our Management and Board of Directors use to understand and evaluate our core operating performance and trends and liquidity generation/(absorption).

In calculating Adjusted EBITDA, we exclude (a) exchange gain / (losses), (b) write downs / revaluations of equity investments, (c) severance indemnities, (d) impairment losses on property, plant and equipment, intangible assets and right-of-use assets, (e) gains on property, plant and equipment disposal, because we believe they are not representative of the underlying operations of the Group.

Accordingly, we believe that Adjusted EBITDA provides useful information to third party stakeholders in understanding and evaluating our operating results and liquidity generation/(absorption).

A reconciliation of the Profit/(Loss) for the year to Adjusted EBITDA for the years ended December 31, 2019 and 2018 is presented below.

6

NON IFRS MEASURES

ADJUSTED EBITDA

(000/€)

			2019			2018
Profit/(Loss) for the year				37.505			35.678
Income taxes				41.059			25.022
Financial income				(19.165	)		(15.853	)
Financial expenses				26.106			37.205
Exchange gains/(losses)				9.826			4.550
(Write downs)/Revaluations of equity investments				1.534			3.956
Depreciation and Amortization				169.611			158.926
Impairment of Property, plant and equipments and right-of-use assets	(1	)		4.210			4.876
Severance indemnities	(2	)		9.778			12.148
Gain on Property Plant and Equipment Disposal	(3	)		0			(7.867	)
Adjusted Ebit				280.464			258.641

(1) In 2019, the Group incurred impairment losses of Property, plant and equipment Euro 4,210 thousand. In 2018, the Group incurred impairment losses of Property, plant and equipment Euro 4,876 thousand

(2) In 2019, the Group incurred costs for Euro 9.778 thousand for Severance indemnities, entered in the “Severance Indemnities” item of “Personnel Cost”. In 2018, the Group incurred costs for Euro 12.148 thousand for Severance indemnities, entered in the “Severance Indemnities” item of “Personnel Cost”

(3) In 2018, the Group benefited from gain of Euro 7,867 thousand on the disposal of a property

7

Non IFRS Financial position and liquidity measures: Trade Working Capital and Net Financial indebtedness

NON IFRS MEASURES

TRADE WORKING CAPITAL AND ADJUSTED NET FINANCIAL INDEBTEDNESS

(000/€)

	31/12/2019			31/12/2018
Trade working capital:
Trade receivables		178.222			161.708
Inventories		314.591			306.310
Trade liabilities including customer advances		(225.598	)		(228.966	)
Trade working capital		267.215			239.051
	31/12/2019			31/12/2018
Net Financial Indebtedness:
Non current financial borrowings		(514.263	)		(634.588	)
Current financial borrowings		(106.029	)		(131.370	)
Derivative financial instruments		(11.863	)		(8.684	)
Other non current financial liabilities - Bonds and Other (1)		(7.890	)		(4.287	)
Total Borrowings, other financial liabilities and derivatives		(640.045	)		(778.928	)
Cash and cash equivalents		210.626			228.920
Derivatives financial instruments		6.468			4.650
Other current financial assets		434.905			565.184
Total Other current Financial assets		651.999			798.754
Net Financial Indebtedness		11.954			19.826

(1) In 2019, Bonds related to non-convertible debenture loans for Euro 4,287 thousand, Other loans granted by a minority shareholder of a Group’s company not fully owned for Euro 3,272 thousand, Other Financial Liabilities Euro 331 thousand.

In 2018, Bonds related to non-convertible debenture loans for Euro 4,287 thousand, Other loans granted by a minority shareholder of a Group’s company not fully owned for Euro 3,101 thousand, Other Financial Liabilities Euro 54 thousand

We define Trade Working Capital as the sum of Trade receivable, Inventories and Trade liabilities including customer advances.

We have included Trade Working Capital in this annual report because it is a key measure that our Management and Board of Directors use to understand and evaluate our liquidity generation/(absorption).

We define Net Financial Indebtedness as the sum of financial borrowings (current and non-current), derivative financial instruments, bonds and loans entered in the Other non-current financial liabilities, net of cash and cash equivalents, derivative financial instruments and other current financial assets.

8

We have included Net Financial Indebtedness in this annual report because it is a key measure that our management and Board of Directors use to monitor the level of net liquidity and financial resources available.

9

2. Main Risks and Uncertainties to Ermenegildo Zegna Holditalia S.p.A. and its Subsidiaries

Risk factors regarding the international luxury goods market

Economic risks and international business risks

The performance of the luxury goods market is influenced by individuals’ propensity to consume and by the general economy. Accordingly, the Group’s financial and business performance is exposed to global social and macroeconomic risks due to its international scale. An unfavourable economy in one or more of the main countries where the Group operates, as well as on a global level, could adversely affect the propensity to spend on luxury goods and have a negative impact on the Group’s operations, results, cash flows and financial condition.

Moreover, a substantial portion of sales originates from purchases of products by customers on trips abroad. Therefore, unfavourable economic conditions, social, health or geopolitical situations leading to instability, adverse natural events or government restrictions on movement could negatively impact the Group’s sales operations, results, cash flows and general financial condition.

The market in which the group operates is connected to industrialized economies where demand for “luxury goods” is normally related to the presence of travelling customers, particularly in some countries. Travel restrictions and trading restrictions imposed to the retail sector, on top of the effects of financial economic crisis at the local and/or international level, e.g. high inflation rates and currency devaluations, could stop or slow down the growth in demand. This could affect the Group’s business and economic, property and financial situations.

Risks regarding image and brand recognition

The Group’s success in the international luxury goods business is linked to the image and distinct character of its brands. These features depend on many factors, such as the style and design of the products, the quality of the materials used and production techniques, the image and locations of DOS, careful selection of licensees, communications activities and the general corporate profile.

Preserving the image and prestige acquired by its brands is a primary objective of the Ermenegildo Zegna Group, pursued by monitoring constantly the Company and its changes, and by continuously seeking innovation in styles, products and communications in order to convey messages that are always consistent with the strong brand identities.

Meanwhile, monitoring meticulously each internal and external phase of the value chain reduces considerably the risk that inappropriate performance could affect Ermenegildo Zegna Consolidated Financial Statements and therefore the value of the brands.

10

Risks regarding ability to anticipate trends and react to shifts in consumer tastes

The Group’s success is reliant on its ability to create and define fashion and product trends, and to anticipate shifts in consumer tastes and luxury market trends in a timely manner.

Ermenegildo Zegna, assisted by a qualified team of stylists and designers, is capable of combining intellectual curiosity, the pursuit of new and unconventional ideas, and cultural and social interests with a strong sense of fashion. This has made it possible to establish a genuine design culture, based on method and discipline, which guides everyone who works in the creative process.

In the design area, a mix of different cultures and talents contribute to creativity; in the development area, craft skills combined with solid manufacturing processes enable the Group to keep abreast of emerging consumer trends and lifestyles and to continue to be a major player in the industry.

Intellectual property risks

The Ermenegildo Zegna Group’s brands have always been associated with beauty, creativity, tradition and excellent quality. Ermenegildo Zegna’s ability to protect its brands and other intellectual property rights means safeguarding these fundamental assets that are responsible for the success of the brands and the brand positioning.

The Group protects its brands, designs, patents and websites by registering them and obtaining legal protection for them in all countries throughout the world.

The Group actively opposes all forms of counterfeiting and intellectual property infringement by adopting strong, systematic measures worldwide. The wholesale, retail, online and offline markets are monitored daily in close collaboration with the Italian and international customs authorities and tax authorities.

Strategic risks

The possibility for the Group to improve its financial and business performance depends on successful implementation of its commercial strategy, which is achieved through the continuous support and development of retail sales and the constant recognition of the brand as reference points in the industry.

The Group provides support to the retail network by offering leather goods, clothing and footwear that reflect the brand positioning accompanied by a unique buying experience distinguished by careful revision of the physical and digital store concepts and layouts and by constant enrichment of customer services. The performance of the retail channel is supported by marketing initiatives intended to enhance the identity of the brands in the specific markets, emphasizing the unique features that distinguish the style and craftsmanship of the products.

11

Risks regarding the importance of key personnel

The Group’s success depends on the contribution of key individuals who have played an essential role in the Group’s expansion and who have substantial experience in the fashion and luxury goods business. Its success also depends on Zegna’s ability to attract and retain people who are qualified in the design, product development, production, marketing, merchandising and corporate and merchandising functions.

The Group considers its management structure to be capable of ensuring business continuity.

Financial risks

The Group is exposed to the various financial risks arising from its core business. More specifically, the Group is exposed to:

• interest rate risks relating to the impact of changes in market interest rates;

• exchange rate risks, due to operations in currency areas other than that of the accounting currency;

• liquidity risks relating to the availability of financial resources and the ease of access to the credit market and connected to the need to fulfil the Group’s financial commitments in the short term;

• credit (or counterparty) risks, representing the risks of default on commercial or financial obligations assumed by the various counterparties and arising from normal commercial transactions or from use, financing and risk hedging activities.

Financial risks are managed on the basis of guidelines established by the Parent Company (“Parent Company”), in compliance with the goals set centrally by the Board of Directors. This enables the control and coordination of the operations of the individual subsidiaries, also through more effective financial planning and control, the systematic monitoring of the Group’s levels of exposure to financial risks as well as the trend in cash management, and the provision of useful indications in order to optimize the management of dealings with the reference credit institutions. In accordance with these directives, the Group specifically controls the management of individual financial risks and intervenes to contain their impact, also by using derivatives.

Interest rate risk

Movements in market interest rates affect the level of net financial charges and the market value of financial assets and liabilities.

Interest rate risk can be classified as follows:

• flow risk, which refers to the variability in interest income and expense received and paid following changes in market interest rates;

• price risk, relating to the sensitivity of the assets and liabilities market value to changes in the level of interest rates (it refers to fixed rate assets or liabilities).

12

The Group is mainly exposed to flow risk, i.e. to the risk of recording in the income statement an increase in financial charges due to an unfavourable change in interest rates. Group companies use third-party financial resources largely in the form of floating rate bank debt and deploy the available liquidity mainly in money market instruments. Changes in market interest rates only affect the cost of loans and the yield on uses and thus the level of the Group’s financial charges and income, and not their fair value.

Bank debt is represented by both short-term and medium/long-term, floating-rate loans. The cost of bank debt is benchmarked to the market rate (generally Euribor/Libor or the benchmark of the loan currency on the specific interbank market) in the period increased by a spread which depends on the type of line of credit used. Drawdowns range from one day to a maximum of less than three years (term loan); the interest period and the market rate used (Euribor/Libor) does not exceed six months, including for drawdowns beyond the year. The margins applied are in line with best market standards.

Cash surpluses are used with reference banks in short-term time deposit transactions, referring to the Euribor/Libor rate for the period or the benchmark of the investment currency on the specific interbank market or in intercompany loans, regulated at current market conditions, in order to reduce the Group’s exposure to the banking system, limit the counterparty risk as well as the impact of financial charges. As part of the general policy of optimizing financial resources, the aim is to find a balance between companies with surplus liquidity and others with financial requirements, using the least costly forms of financing.

Exchange rate risk

The exposure to exchange rate risk derives from operations in currencies other than the accounting currency. In particular, the exchange rate risk can be classified based on the nature of the exposure and of the relevant effects:

• Translation risks are related to the translation of assets and liabilities of companies which prepare their financial statements in a different currency from the Group’s functional currency. It is not the Group’s policy to hedge its exposure to translation exchange risk.

• Structural risk occurs as Group cash inflows and outflows react differently to currency changes and it is related to the fact that the Group incurs a significant part of its costs in Euro (mostly production and corporate costs), while the revenues and costs recorded by Group companies are mainly expressed in the local currencies of the respective reference markets. External factors such as inflation and internal factors such as adjustments to product prices are the mitigating factors that in the long term may reduce the effect of such miss match.

• Transaction risks are related to the different relevance of costs and revenues in foreign currency compared to the moment when the price conditions were defined and due to the translation of trade or financial receivables and payables denominated in foreign currency. Particularly, the Group is exposed to the risks deriving from exchange rate for currencies in which sales are made to associates and third-party customers. This risk exists that the amount of revenues in euro may decrease in the event of unfavourable fluctuations in the exchange rate, thereby preventing the desired margin from being achieved. To limit its exposure to the transaction risks, the Group enters derivative contracts (forward exchange contracts) that predefine the exchange rate or a range of exchange rates at future dates.

Exchange rates risk is mainly related to invoices in US Dollar and Chinese Renminbi. The Group manages exchange rates risk thru financial derivate instruments (mainly on USD and CNY).

13

Central Treasury Office has prepared financial hedging instruments to cover the risk of exchange and interest rate fluctuations.

Credit Risks

Credit risk represents the Company’s exposure to potential losses arising from failure to meet trade or financial obligations taken on by counterparties. The Group’s exposure to credit risk depends on the nature of the activities which have generated the relevant receivables.

The Group’s exposure to trade risk refers exclusively to wholesale sales, which represented nearly 38% of global turnover in 2019; the rest refers to retail sales, which are paid with cash or credit and debit cards at the time of purchase, and royalties.

Trade receivables mainly refer to wholesale sales and are generally due in 90 days or less. The Group generally favours trade dealings with customers with whom it has well-established and consolidated relations. It is the Group’s policy to check credit ratings of customers who ask for extended payment terms, based both on information which can be obtained from specialist agencies and on the observation and analysis of historical data of established customers. In addition, the balance of trade receivables is constantly monitored during the year in order to ensure prompt intervention and to reduce the risk of losses. The allocation of the credit risk among a number of customers helps to further mitigate the risk.

Trade receivables are recorded net of write-downs, which are estimated based on the counterparty’s insolvency risk, determined by considering the information available on the customer’s solvency, historical data, and forecast economic conditions.

Besides obtaining, where possible, advance payments and guarantees from wholesale customers or the adoption of means of payment which are less risky for the creditor, such as documentary letters of credit, other instruments used to manage commercial credit risk is the subscription of factoring contracts without recourse and insurance policies.

In general, the Company believes that the credit risk management policies implemented enabled overdue and bad debts, which required the adoption of legal credit collection measures, to be kept within reasonable limits.

The credit risk connected to financing, investing and operating activities in derivatives to hedge the exchange rate risk is represented by the inability of the counterparty or the issuer of the financial instruments to meet their contractual obligations, i.e. the so-called counterparty risk. The Group manages this type of risk by selecting counterparties with high credit ratings and who are considered solvent by the market and with whom it has routine and ongoing trade and banking service relations and by diversifying the accounting currency of surplus cash.

The concentration of trade receivables by geographical area and the details of the provision for bad debt is provided in note Trade receivables.

14

Liquidity Risks

Cash flows, financial needs and the solvability of the Group are controlled and managed by the Central Group Treasury Office to assure an effective and efficient management of financial resources (maintaining a suitable liquidity level and funds availability with committed credit lines).

Present economic conjuncture requires attention managing liquidity risks. In order to face a challenging economic situation in 2020, the Group makes provision to cover financial needs and planned capital expenditures with operating management, available liquidity and bank financing.

3. Other Information

Treasury stocks

The caption Treasury stocks, as of December 31, 2019, consists of no. 269.014 ordinary shares amounting to 75,680 thousand Euro.

In 2019 the Parent Company purchased n. 315 shares, increasing the negative reserve by 95 thousand Euro.

Research and Development

Research and development activity carried out by the Group aims at guaranteeing the production and the commercialization of innovative and high-quality products for refined and elegant customers, by the time each seasonal collection is showcased. In coherence with the development of Group directly operated stores, besides the traditional activity of research and development on products and processes, in 2019 continuous research and development to study and experiment for all possible forms of customer service improvement, using know how and the interpretation of customers’ needs, has been conducted.

Operations with Associates

During the period, there were no transactions, including intergroup transactions, with associates that qualified as unusual or atypical. Any associate transactions were part of the company’s normal business activities at the Group. Such transactions are concluded under standard market terms for the nature of goods and/or services offered.

Derivative Financial Instruments

The Company traded some derivative financial instruments that are commented in the Notes to the Consolidated Financial Statements.

15

Information on the environment and staff

The company has scrupulously applied the rules on safety at work and environmental protection, with particular reference to waste disposal, industrial waste-water treatment and atmospheric emissions. The meetings with employees for training and information on safety and health in the workplace continued with specialists in the sector.

The constant update of the risk assessment documents has continued in 2019, in compliance with Legislative Decree no. 81/2008 and with other local regulations.

It should also be noted that during the year no one of the following events, occurred: deaths, serious working accidents, charges related to occupational illnesses on employees and former employees, which the company has been declared responsible for.

Finally, it should be noted that the company did not contest any damage caused to the environment.

Subsequent events

After the closing date as at December 31, 2019, the Company did not identify any subsequent events that would have required adjustment in the financial statements other than the restatement described in Appendix 2.

Relevant non adjusting subsequent events:

• Both 2020 and 2021 were impacted by the pandemic Covid-19;

• During 2020, due to the pandemic covid-19, the Group revised some of the Business Plans used in order to calculate the debt to minority interest according to IAS 32 for Lanificio Ermenegildo Zegna S.p.A. and Thom Browne Group. The total consideration of the two agreements amount approximately to Euro 7,800 thousand;

• During 2020, the Group decided and finalized the merge of Lanerie Agnona S.p.A. in Lanificio Ermenegildo Zegna S.p.A.;

• During 2020, the Group decided and finalized the merge of Sorgenti S.r.l. in Ermenegildo Zegna Real Estate S.r.l.;

• During 2020, the Group decided and finalized the merge of Zegna Latin America Participacoes LTDA in Ezesa Brasil Participacoes LTDA;

• During 2020, the Group decided and finalized the merge of Operadora Roez, S. A. de C. V. in Ermenegildo Zegna Mexico;

• During 2020, due to the pandemic covid-19, the Group revised the Business Plan related to the equity investment in Tom Ford. The total consideration amounts approximately to Euro 7,800 thousand;

• On December 4^th, 2020 the Group entered into two agreements to sell the operations in Korea and to sell the woman business; the total consideration of the two agreements amount to Euro 500 thousand and has been collected in 2021;

• On December 16^th, 2020 the CEO of Zegna Group formally renounced to his vested shares for a gain to P&L of Euro 10 thousand;

16

• On February 23, 2021 a restructuring plan for the company Italco SA was announced;

• In May 2021 approval of a project for the spin-off of certain real estate properties and other assets;

• In May 2021 an agreement concerning the purchase of a real estate property in London (already 50% owned by the Group) for a consideration of GBP 36,500 thousand has been reached and is being finalized;

• On May 13th 2021 purchase of a share of TB for a consideration of USD 37,400 thousand corresponding to Euro 30,653 thousand. After the deal the share of Zegna in TB grows to 90%;

• On May 27^th 2021 purchase agreement of a 60% share of Tessitura Ubertino.

The global business of Ermenegildo Zegna continued to be impacted by the COVID-19 pandemic. Persisting lockdowns and temporary store closures, in particular in Europe, lasting restrictions on public life including comprehensive social distancing measures as well as ongoing international travel restrictions are expected to continue to weigh on the recovery of the overall industry as well as performance of the Group, especially in the first half of 2021.

On the basis of the above and in accordance with the majority of experts, and industry analysts, the Group expects full recovery to pre-pandemic demand in European countries and most Asian economies, excluding China and Dubai, to take place not before mid-2022.

On the ground of actions enforced to support the business, such as activating remote sales tools and procedures, and permanent efficiency action operated in 2020 the Management and the Board of Directors have evaluated various prospective scenarios and believe that the Group has sufficient financial resources to guarantee compliance with its obligations for the 2021 financial year.

To date, there are no tensions on the Group’s financial structure; it presents an adequate level of liquidity and credit lines to meet any greater and unexpected financial needs in the more immediate future.

Given the above, the Board of Directors has not identified significant uncertainties for the future of the Parent Company and its subsidiaries.

Valdilana, June 21 2021

For and on behalf of the Board of Directors

The Chairman Paolo Zegna

17

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(000/€)

	Note	2019			2018
Revenues	8		1.321.327			1.182.563
Other income	9		28.602			30.466
Revenues and other income			1.349.928			1.213.028
Costs for raw materials and consumables	10		(302.067	)		(206.392	)
Costs for services	11		(394.828	)		(389.802	)
Personnel costs	12		(338.936	)		(321.500	)
Depreciation, amortization and impairment of assets	13		(173.821	)		(163.802	)
Write downs and other provisions	14		(3.814	)		(750	)
Other operating costs	15		(39.597	)		(40.225	)
Operating Profit/(Loss)			96.866			90.558
Financial income	16		19.165			15.853
Financial expenses	16		(26.106	)		(37.205	)
Exchange gains/(losses)	16		(9.826	)		(4.550	)
(Write downs)/Revaluations of equity investments	17		(1.534	)		(3.956	)
Profit/(Loss) before taxes			78.564			60.700
Income taxes	18		(41.059	)		(25.022	)
Profit/(Loss) for the year			37.505			35.678
Profit/(Loss) for the year attributable to shareholders of the parent company			32.893			32.503
Profit/(Loss) for the year - attributable to non controlling interests			4.611			3.175

18

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

(000/€)

	2019			2018
Net Result		37,505			39,955
Items that will be subsequently reclassified to the income statement
Currency differencies arising from the translation of foreign subsidiaries statements		8,378			416
Net gain (loss) deriving from cash flow hedge		(1,963	)		(665	)
Net gain (loss) from financial instruments measured at fair value		2,463			(2,507	)
Items that will not be subsequently reclassified to the income statement
Net actuarial gain (loss) deriving from employees defined-benefit plans		(444	)		603
Total other comprehensive income (loss) - Net of taxes		8,434			(2,153	)
TOTAL COMPREHENSIVE INCOME (LOSS) OF THE PERIOD - Net of taxes		45,939			37,802
Comprehensive income (loss) of the year - attributable to shareholders of the parent company		41,237			34,908
Comprehensive income (loss) of the year - attributable to non-controlling interests		4,702			2,894

19

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(000/€)

	Note		31/12/2019		31/12/2018
Non-current assets
Property plant and equipment		19		269.041		256.515
Investment property		20		55.162		54.717
Intangible assets with a finite useful life		21		74.110		77.182
Right of use		22		471.957		514.480
Goodwill		23		310.606		296.675
Investments at equity method		24		27.794		29.906
Deferred tax assets		25		59.219		68.813
Other financial assets		26		91.613		88.182
Total non-current assets				1.359.501		1.386.470
Current assets
Inventories		27		314.591		306.310
Trade receivables		28		178.222		161.708
Derivatives financial instruments		29		6.468		4.650
Tax receivables		30		71.574		67.326
Other current financial assets		31		434.905		565.184
Other current assets		32		30.239		32.705
Cash and cash equivalents		33		210.626		228.920
Total current assets				1.246.626		1.366.803
TOTAL ASSETS				2.606.127		2.753.273
Equity		34
Share capital		34.1		4.300		4.300
Other reserves and retained earnings		34.2		670.506		666.510
Profit/(Loss) for the year				32.893		32.503
Total equity attributable to shareholders of the parent company				707.699		703.313
Total equity attributable to non controlling interest		35		27.705		20.006
Total equity				735.405		723.319
Non-current liabilities
Non-current financial borrowings		36		514.263		619.952
Other non-current financial liabilities		37		236.978		207.754
Lease liabilities		38		405.637		443.073
Provision for risks and charges		39		49.258		56.196
Employee termination indemnities		40		30.573		28.694
Deferred tax liabilities		25		39.623		38.273
Total non-current liabilities				1.276.332		1.393.943
Current liabilities
Current financial borrowings		36		106.029		142.851
Lease liabilities		38		102.516		105.255
Derivative financial instruments		29		11.863		8.684
Trade liabilities including customer advances		41		225.598		228.966
Tax liabilities		42		65.366		61.850
Other current liabilities		43		83.018		88.406
Total current liabilities				594.389		636.012
TOTAL EQUITY AND LIABILITIES				2.606.127		2.753.273

20

CONSOLIDATED CASH FLOW STATEMENT

(000/€)

		2019			2018
A)	Operating activities
	Profit/(Loss) for the year		37.505			35.678
	Income taxes		41.059			25.022
	(Financial income), financial expenses and exchange (gains)/losses		18.654			29.858
	(Gains)/losses arising from fair value adjustments		(353	)		(7.867	)
1.	Net Result before income taxes, interests, dividends and gains/losses arising from the sale of fixed asstes		96.866			82.691
	Changes related to non-monetary items
	Provisions to reverses for risks and charges		3.814			750
	Depreciations, amortization and impairment of assets		173.821			163.802
	Write downs (reversal) of the provision for obsolete inventory		8.446			(5.105	)
	Other non-monetary changes		(1.661	)		4.428
	Total non-monetary changes		184.420			163.875
2.	Cash provided by operating activities before changes in working capital		281.285			246.566
	Changes related to working capital
	Decrease/(increase) in inventories		(11.593	)		(26.241	)
	Decrease/(increase) in trade receivables		(7.218	)		(195	)
	Increase/(decrease) in trade liabilities including customer advances		(12.862	)		18.425
	Decrease/(increase) in prepaid expenses and accrued income		2.566			5.948
	Increase/(decrease) in accrued expenses and deferred income		(4.274	)		(3.176	)
	Other changes related to working capital		(15.342	)		(5.779	)
	Total changes in working capital		(48.722	)		(11.017	)
3.	Cash provided by operating activities		232.563			235.548
	Other adjustments
	(Cash out of financial interests)		(4.778	)		(3.896	)
	(Cash out of income taxes)		(22.878	)		(28.180	)
	Total other adjustments		(27.656	)		(32.076	)
	Net cash provided by operating activities (A)		204.907			203.472
B)	Investing activities
	Property plant and equipment		(47.448	)		(11.103	)
	(Addition) of property plant and equipment		(47.448	)		(40.798	)
	Disposal of property plant and equipment		—			29.695
	Intangible assets with a finite useful life		(11.987	)		(19.294	)
	(Addition) of intangible assets with a finite useful life		(11.987	)		(19.294	)
	Disposal of intangible assets with a finite useful life		—			—
	Right of use		—			—
	(Addition) of right of use		—			—
	Disposal of right of use		—			—
	Non-current financial assets		1.385			(6.444	)
	(Addition) of non-current financial assets		—			—
	Disposal of non-current financial assets		1.385			(6.444	)
	Current financial assets and derivative instruments		127.016			30.721
	(Addition) of current financial assets and derivative instruments		—			—
	Disposal of current financial assets and derivative instruments		127.016			30.721
	Purchase or sale of subsidiaries or branch of, net of cash (*)		(16.747	)		(336.329	)
	Net cash used in investing activities (B)		52.219			(342.449	)
C)	Financing activities
	Third parties resources		(138.592	)		257.185
	Additions of non-current borrowings		135.434			305.000
	Payments of borrowings		(274.026	)		(47.815	)
	Payment of lease liabilities		(122.000	)		(124.108	)
	Group resources		(14.828	)		(12.144	)
	Share capital increase
	Sale/(purchase) of treasury stocks		94			2.448
	Dividends and advances on dividends paid		(14.922	)		(14.592	)
	Net cash provided by financing activities (C)		(275.420	)		120.933
	Net increase/(decrease) in cash at bank and on hand (A ± B ± C)		(18.294	)		(18.044	)
	Cash and cash equivalent at the beginning		228.920			246.964
	Cash and cash equivalent at end of the year		210.626			228.920
			(18.294	)		(18.044	)

(*) In 2019 the Group acquired 65% of Gruppo DONDI S.p.A. The total consideration was Euro 14,492 thousand out of which Euro 3,420 thousand to be subsequently paid. The amount of Euro 14,492 thousand is net of the cash of Gruppo Dondi at the date of acquisition (Euro 3,572 thousand). In 2018 the Group acquired 85% of THOM BROWNE Group. The total consideration was Euro 334,785 thousand, net of the cash of Thom Browne Group at the date of acquisition (Euro 16,705 thousand)

21

Statement of changes in consolidated shareholder’s equity

	Equity 01/01/2019			Net result destination			Dividends			Additional paid-in capital		Other movements of equity			Variation of other comprehensive income		Profit/(Loss) for the year		Equity 31/12/2019
Share Capital		4,300			—			—			—		—			—		—		4,300
Legal Reserve		860			—			—			—		—			—		—		860
Other Comprehensive Income		(2,151	)		—			—			—		—			8,343		—		6,192
Reserve for treasury shares		(75,586	)		—			—			—		(94	)		—				(75,680	)
First time adoption reserve		(60,939	)		—			—			—		—			—		—		(60,939	)
Retained earnings and other reserves		804,326			32,503			(12,731	)		—		(24,025	)		—		—		800,073
Group result		32,503			(32,503	)		—			—		—			—		32,893		32,893
Group Shareholders’ equity		703,313			—			(12,731	)		—		(24,119	)		8,343		32,893		707,699
Minority interest		20,006			—			(2,191	)		—		5,188			91		4,611		27,705
Consolidated shareholders’ equity		723,319			—			(14,922	)		—		(18,931	)		8,434		37,505		735,405

22

	Equity 01/01/2018			Net result destination		Dividends			Additional paid-in capital		Other movements of equity			Variation of other comprehensive income			Profit/(Loss) for the year		Equity 31/12/2018
Share Capital		4,300			—		—			—		—			—			—		4,300
Legal Reserve		860			—		—			—		—			—			—		860
Other Comprehensive Income		(279	)		—		—			—		—			(1,872	)		—		(2,151	)
Reserve for treasury shares		(78,034	)		—		—			—		2,448			—					(75,586	)
First time adoption reserve		(60,939	)		—		—			—		—			—			—		(60,939	)
Retained earnings and other reserves		992,939			—		(13,147	)		—		(175,466	)		—			—		804,326
Group result		—			—		—			—		—			—			32,503		32,503
Group Shareholders’ equity		858,847			—		(13,147	)		—		(173,018	)		(1,872	)		32,503		703,313
Minority interest		7,467			—		(1,505	)		—		11,150			(281	)		3,175		20,006
Consolidated shareholders’ equity		866,314			—		(14,652	)		—		(161,868	)		(2,153	)		35,678		723,319

23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT

1. BASIS OF PREPARATION

Ermenegildo Zegna Holditalia S.p.A. (the “Parent Company”) is incorporated as a joint-stock company in Italy under Italian law and adopts a conventional organizational model, with the Shareholders’ Meeting, the Board of Directors, and the Board of Statutory Auditors; it is the holding of the Ermenegildo Zegna Group (hereinafter also “Zegna” or the “Group”). The address of the Company’s registered office is Viale Roma 99/100, Valdilana (Biella).

Since 1910, Ermenegildo Zegna Group has evolved from luxury textile production to ready-to-wear and expanded across the world as a luxury lifestyle group.

The Textile division includes Lanificio Ermenegildo Zegna & Figli S.p.A., Valdilana (BI) founded in 1910, and other high end production sites in Italy.

The Group also manages own productions sites in Italy, Switzerland and other European countries, specialized in the production of tailoring, knitwear, shirts, hats, shoes and leather accessories.

Distribution Zegna is present in all the most important markets both through the retail channel, consisting of directly operated single-brand stores (Directly Operated Store), the online stores and through the wholesale channel, represented by multi-brand stores, in-shop within luxury department stores and major airports.

These Consolidated Financial Statements were reapproved and reauthorized for issue by the Board of Directors of Ermenegildo Zegna Holditalia S.p.A. on June 21st, 2021. The re-approval of the Financial Statements previously approved on May 18, 2020 was necessary after that the Group Management made refinements to the processes adopted to determine certain accounting estimates in 2020, under this profile for more details see Appendix 2.

2. BASIS OF PREPARATION

Statement of compliance with IFRS

The Consolidated Financial Statements of Ermenegildo Zegna Holditalia S.p.A. have been prepared in compliance with the International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standards Board (“IASB”), adopted by the European Union and applicable at the reporting date.

The Company decided to apply the changeover to IFRS for its consolidated financial accounts starting with the financial year ended December 31, 2019. The decision to apply IFRS in the preparation of the Consolidated Financial Statement has been adopted in line with the options applicable to non-listed parent companies stated at art. 5 of the Regulation (EC) n. 1606/2002 issued by the European Parliament and by the European General Counsel on July 2002.

Contents and structure of the Consolidated Financial Statements

The financial reporting formats presented by the Group have the following characteristics:

• the Consolidated Statement of Financial Position separates assets and liabilities into current and non-current items, i.e. those due respectively within and after 12 months from reporting date;

24

• in consideration of the type of business performed, the Consolidated Statement of Profit or Loss sets forth the individual items by their nature, in line with internal reporting processes and business operations;

• the Consolidated Statement of Comprehensive Income shows the components of profit and loss provisionally recognized in equity and is presented as a separate statement;

• the Consolidated Statement of Changes in Equity presents the movements in share capital, reserves and profit or loss for the period;

• the Consolidated Statement of Cash Flows has been prepared with the “indirect method”, as permitted by IAS 7 Statement of Cash flows (“IAS 7”), breaking down financial flows into operating, investing and financing activities.

The Company’s functional and presentation currency is the Euro, the functional currency of Ermenegildo Zegna Holditalia S.p.A.. The amounts presented in the Notes to the Consolidated Financial Statements are in thousands of Euros, unless specified otherwise.

The Consolidated Financial Statements have been prepared on a going concern basis.

3. NEW IFRS AND AMENDMENTS TO IFRS

New Standards and Amendments issued by the IASB, endorsed by the European Union and applicable to the Ermenegildo Zegna Group from January 1, 2020

New IFRS Standards and Amendments to existing standards	Effective date for Ermenegildo Zegna Group	EU endorsement dates
Amendments to IFRS 9, IAS 39 and IFRS7: Interest Rate Benchmark Reform	January 1, 2020	Endorsed in January 2020
IAS 1 and IAS 8: definition of material	January 1, 2020	Endorsed in November 2019
Amendments to References to the Conceptual Framework in IFRS Standards	January 1, 2020	Endorsed in November 2019

As at the date of these Consolidated Financial Statements, the Directors have not yet completed the analysis necessary to assess the impacts of the above new standards and interpretations not yet applicable to the Ermenegildo Zegna Group, both in terms of those already endorsed by the European Union and those undergoing the endorsement.

4. CONSOLIDATION PRINCIPLES

Basis of consolidation

The Consolidated Financial Statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) up to 31 December each year. Control is achieved when the Company:

• has the power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

25

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

• potential voting rights held by the Company, other vote holders or other parties;

• rights arising from other contractual arrangements; and

• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.

Subsidiaries in which less than a 20% interest is owned are measured at fair value with changes recognized in the Consolidated Statement of Profit and Loss (FVTPL).

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis.

Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the

26

Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.

Consolidation criteria

The main consolidation criteria applied to prepare these Consolidated Financial Statements are as follows:

• the separate financial statements of Ermenegildo Zegna Holditalia S.p.A. are prepared under IFRS and those of its subsidiaries are adjusted, as necessary, to comply with IFRS accounting standards and with the standards applied throughout the Group;

• assets and liabilities, costs and revenues of controlled companies are fully included on a line- by-line basis in the Consolidated Financial Statements irrespective of the percentage held. The book value of equity investments, directly or indirectly owned by the holding company, is eliminated against the corresponding portion of shareholders’ equity of the companies in which the interest is held;

• for companies consolidated on a line-by-line basis that are not 100% owned by the Parent Company, the share of the net equity and net results for the year of non-controlling interests are disclosed as “’Equity attributable to non controlling interests” in the Consolidated Statement of Financial Position and “ Profit/(Loss) for the year attributable to non-controlling interests” in the Consolidated Statement of Profit and Loss;

• during the consolidation process, receivables and payables, costs and revenues arising from transactions between entities included in the scope of consolidation are fully eliminated. Unrealized gains or losses generated by transactions between the Group’s consolidated companies and included in inventories at the balance sheet date are also eliminated, if any. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. In this case, the transferred asset is adjusted for impairment;

• dividends paid by consolidated companies are also eliminated from the profit or loss and added to prior year retained earnings if, and to the extent that, they have been drawn from the latter;

• transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are recognized in the Consolidated Statement of Profit And Loss.

• The individual financial statements of each entity of the Group are presented in the currency of the primary economic environment in which the entity operates (its functional currency).

• For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s foreign operations (including comparatives) are expressed in thousand of Euros using exchange rates prevailing on the balance sheet date. Income and expense items (including comparatives) are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such translation differences are recognized in the Consolidated Statement of Profit and Loss in the period in which the foreign operation is disposed of. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

27

The most important exchange rates applied in the Consolidated Financial Statements developed as follows in relation to the Euro:

	Exchange rate at Dec. 31, 2019		2019 Average exchange rate		Exchange rate at Dec. 31, 2018		2018 Average exchange rate
U.S. Dollar		1,123		1,119		1,145		1,181
Pound Sterling		0,850		0,877		0,895		0,885
Japanese Yen		121,940		122,020		125,850		130,399
Swiss Franc		1,085		1,112		1,127		1,155
Singapore Dollar		1,511		1,527		1,559		1,593
Mexican Peso		21,555		21,220		22,492		22,705
Chinese Renminbi		7,802		7,734		7,875		7,808
South Korean Won		1,296		1,305		1,277.930		1,299.117
Hong-Kong Dollar		8,747		8,771		8,968		9,258
Indian Rupee		80,187		78,833		79,730		80,732
Taiwan Dollar		33,715		34,605		35,022		35,588
Australian Dollar		1,599		1,610		1,622		1,580
Canadian Dollar		1,459		1,485		1,561		1,530
Argentina Peso		67,274		53,795		43,159		32,878
Thailand Baht		33,415		34,760		37,052		38,166
Chile Peso		844,860		786,726		794,370		756,893
New Zealand Dollar		1,665		1,699		1,706		1,706
Brazilian Real		4,515		4,413		4,444		4,308
Malaysian Ringgit		4,595		4,637		4,732		4,763
UAE Dirham		4,125		4,111		4,205		4,338
Uruguay Peso		41,841		39,426		37,094		36,225
Turkish Lira		6,684		6,358		6,058		5,704
Vietnamese Dong		26,033		26,003		26,547		27,183
Morocco Dirham		10,781		10,765		10,939		11,083

Consolidation area and changes in the Group structure in the financial year

The detail of the companies included in the consolidation area is reported on Annex 1.

The main changes in the composition of the Group in 2019 compared to the previous year relates to the inclusion in the consolidation area of the followings:

• On 21 June, the Group acquired 65% of Gruppo Dondi S.p.A specialized in the production of an innovative raw material named “Jersey”;

• E.Zegna Attica Single Member Societé Anonyme and Thom Browne (Macau) Limited have been set up.

During 2019 the quotas held in the company Camegit for Garment manufacturing S.A.E. have been sold.

28

5. MAIN ACCOUNTING POLICIES

The Consolidated Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

The preparation of the Consolidated Financial Statements requires the use of certain estimates and assumptions both in determining some assets and liabilities, and in assessing contingent assets and liabilities, by using the best available information. Actual results might not fully correspond to estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note [7] relating to key sources of estimation uncertainty.

The principal accounting policies adopted in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

Property, plant and equipment

Property, plant and equipment are recognized at purchase cost or construction cost, including any transaction costs that are directly attributable to and necessary for bringing the assets to working condition for their intended use, plus the present value of the costs of dismantling and removing the asset when material and when current obligations exist. Asset components of a material amount that have a different useful life are considered separately.

They are shown net of accumulated depreciation calculated on the basis of the useful lives of the assets and any impairment losses determined according to the methods described hereunder.

The costs included under leasehold improvements relate to refurbishment works carried out on premises, mainly commercial, not owned by the Group.

29

Depreciation is charged on a straight-line basis over the estimated useful life of the asset, which is reviewed annually; any changes needed are made prospectively. The depreciation rates representing the useful lives are listed below:

Category of Property, Plant and Equipment	Depreciation rate or period
Industrial buildings		3	%
Non-industrial buildings		10	%
General plants		12.5	%
Specific plants		17.5	%
Machinery		12.5	%
Equipment		25	%
Moulds		20	%
Electronic office machinery		20	%
Office furniture and fittings		12	%
Vehicles		20%-25	%
Leasehold improvement		The shorter of asset useful life or the length of the lease contract	(*)

(*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain.

When assets are sold or disposed of, their cost and accumulated depreciation are eliminated from the financial statements and any gains or losses are recognized in the profit or loss.

For leasehold improvements, if the term of a rental agreement is postponed, all capital expenditures are depreciated consistently with the new lease term; instead, if the term of a rental agreement is terminated in advance, the useful life of fixed assets related to such premise is adjusted consistently.

Investment property

Property, plant and equipment held for income and not for operating purposes are classified in a separate class called “Investment property”, and are stated at cost, including transaction costs.

Investment properties are stated net of accumulated depreciation and any impairment losses. The book value of investment property is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount cannot be recovered. Impairment losses are recognized in the Consolidated Statement of Profit and Loss under depreciation and impairment losses. These impairment losses are reversed if the reasons for them cease to exist.

Investment properties are derecognized when they are sold (i.e. at the date the buyer obtains control) or when the investment is permanently unusable and no future economic benefits are expected from its disposal. Any gain or loss arising from the derecognition of the property (calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) is recognized in profit or loss in the period in which the property is derecognized.

Intangible assets with a finite useful life

Only identifiable assets, controlled by the Group and capable of producing future economic benefits are included in intangible assets.

Intangible assets include trademarks, licenses, store lease acquisition costs, software, and development costs.

30

Trademarks are recorded at cost or at the value attributed upon acquisition and include the cost of trademark registration in the various countries in which the Group operates. The estimated useful life is between 20 and 40 years for trademarks. This assumes there are no risks or limitations on control over their use. Every trademark is tested for impairment whenever indicators of impairment emerge. The useful life of trademark registration costs is estimated to be 10 years.

The caption trademark also includes other intellectual property rights which useful life is determined in accordance with the relevant contracts.

Store lease acquisition costs (or key money) represent expenditures incurred to enter into or take over retail store lease agreements. When the lease contracts fall under the application of IFRS 16, the store lease acquisition is included within the initial direct costs that contribute to the formation of the Right of Use assets.

Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally generated intangible assets is the sum of expenses incurred from the date when the intangible asset first meets the recognition criteria listed above. If no internally generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally generated intangible assets are recognized at cost less accumulated amortization and accumulated impairment losses in the same way as separately acquired intangible assets. During the development period, the asset is tested annually for potential impairment losses.

Intangible assets with a definite useful life are amortized on a straight-line basis at the following rates:

Category of Intangible assets with a finite useful life	Depreciation rate or period
Concessions licences Trademarks		2.5%25	%
Key money		Lease term	(*)
Software		10%-33	%
Development costs and other intangible		10%-33	%

(*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain

Leases

Leases are regulated by IFRS 16 which apply to all lease contracts that provide for the payment of fixed rents, including those indexed and those that set a guaranteed minimum.

The Group recognize the leases at the commencement date of the lease and based on the lease term. The Group determines the lease term as the non-cancellable period of a lease, together with the periods covered by an option to extend or to terminate the lease under the control of the Company.

31

Management evaluates the exercise of the option if it’s considered “reasonably certain” based on several factors and circumstances that create an incentive for the lessee to exercise, or not to exercise the option, including any expected changes in facts and circumstances from the commencement date until the exercise date of the option.

The lease term begins on the ‘commencement date’ of the lease. This is defined as the date on which the lessor makes an underlying asset available for use by a lessee. It is the date on which the lessee initially recognizes and measures Right of Use assets and lease liabilities.

The Right of Use assets is measured at cost, identified as the initial measurement of the lease liability, increased by any initial direct costs incurred by the lessee (legal fees, agent fees or other incremental costs incurred to conclude the contract) or by any dismantling cost necessary to bring back the premises to its original condition. The Right of use Assets is depreciated over the shorter of useful or lease term.

The Lease Liability is measured at the present value of the lease payments that outstanding at that date. The lease payments are discounted using an incremental borrowing rate calculated at Group level. The interest expenses are recorded in the profit or loss caption “Financial expense” represent the adjustment of the present value of the Lease Liability. Since most leases stipulated by the Group do not have an interest rate implicit in the lease, the discount rate applicable to future lease payments is determined as the risk-free rate of each country in which the leases are stipulated, with payment dates based on the terms of the specific lease, increased by the Parent Company’s credit spread.

A lease modification occurs when there is a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease (for example, adding or terminating the right to use one or more underlying assets, or extending or shortening the contractual lease term). The effective date of the modification is defined as “the date when both parties agree to a lease modification”. When this occur, the Right of use and the lease liability are updated accordingly. If a lease is terminated before the original lease term date defined at the commencement date, both Right of Use assets and the lease liability are remeasured, impacting also the Consolidated Statement of Profit and Loss.

In addition, the options for the extension and early termination of the lease agreements are re-evaluated and re-considered when a significant event or a change occurs in the circumstances that are under the control of the Group and this will influence the assessment of the reasonable certainty of the exercise options.

Regarding low value contracts (the price of the asset, when new and recognized on a single component basis approach, is less than USD 5,000) and leases whose lease term is shorter than 12 months, as set out in the IFRS 16 the company has elected to adopt an exemption to record these items on a straight-line basis.

Variable rent, typically linked to sales without a guaranteed minimum, are excluded from the scope of application of such standard.

Impairment of Property plant equipment and investment excluding goodwill

At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

32

Recoverable amount is the higher of fair value less costs to sell or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using an after-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment is recognized in the Consolidated Statement of Profit and Loss under amortization, depreciation and impairment of assets.

If the reason for the impairment loss no longer exists, the asset or cash-generating unit is reversed to the new estimate of recoverable amount, which may not exceed the carrying amount net of depreciation/amortization that the asset would have had if the impairment loss had not been charged. The reversal of impairment is recognized in the Consolidated Statement of Profit and Loss.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognized in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, ensuring that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 and IAS 19 respectively;

• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquire are measured in accordance with IFRS 2 at the acquisition date (see below); and

• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration

33

transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognized in profit or loss.

When a business combination is achieved in stages, the Group’s previously held interests (including joint operations) in the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

Goodwill

Goodwill is initially recognized and measured as set out above.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.

On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of an associate is described below.

34

Put and call agreement on minority shareholders

In the case of put options granted to minority shareholders, the Group recognizes a financial liability corresponding to the present value of the exercise price of the option. On initial recognition, this financial liability is reclassified from equity as a deduction from the minority interests if put option terms and conditions give the Group the access to the economic benefits, therefore the Group accounts for this interest as if it was already acquired.

The liability is subsequently remeasured at the end of each period in compliance with IFRS 9.

Investments

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

Under the equity method, investments in associates are carried in the Consolidated Statement of Financial Position at cost and adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On acquisition of the investment in an associate, any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after assessment, is recognized immediately in the Consolidated Statement of Profit and Loss.

The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate. Associates’ accounting policies have been changed where necessary to ensure consistency with the Group.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.

Financial instruments

In accordance with IFRS 9, financial assets are classified in the following three categories:

• Financial assets measured at amortised cost (AC) using the effective interest method: these assets fall under a “hold to collect” business model and generate contractual cash flows of a principal and interest nature. This category includes financial assets other than derivatives such as loans and receivables with payments that are fixed or can be determined, and that are not listed in an active market. Discounting is omitted when the effect is insignificant. This category includes cash, trade receivables and receivables from connected companies for tolls collected on behalf of Group licensee companies, which had not yet been allocated by the end of the period, and interest-bearing loans granted.

35

• Financial assets measured at fair value with changes in fair value recognized in the statement of comprehensive income (“FVOCI”): these assets fall under a hold to collect and sell business model and generate contractual cash flows of a principal and interest nature. This category also includes minority interests, irrevocably designated as such under IFRS 9, other than equity instruments not held for trading and not a potential consideration arising from a business combination. For minority interests, contrary to what generally happens with financial assets at FVOCI, the gains and losses recognized in the statement of comprehensive income are not subsequently transferred to the income statement, although the cumulative profit or loss may be transferred to Shareholders’ equity; in addition, such minority interests are not subject to impairment accounting. The dividends arising from these are still recognized in the income statement, unless they clearly represent a recovery of part of the investment cost.

• Financial assets measured at fair value with changes in fair value recognized in profit and loss (“FVPL”): this category covers the remainder and includes all financial assets other than those measured at amortised cost and at fair value with changes in fair value recognized in the statement of comprehensive income (“FVOCI”). This category includes financial assets without an interest component, including investments in investment funds.

Reclassification

A financial asset is only reclassified when there is a change in the contractual terms that significantly affects the previously expected cash flows or when Group changes its business model for managing financial assets. Reclassifications are only made prospectively from the reclassification date, without restating any previously recognized gains, losses or interest.

Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognizes a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in an equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as on financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

36

The Group always recognises lifetime expected credit losses (ECL) for trade receivables, contract assets and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

Financial liabilities

Pursuant to IFRS 9, financial liabilities are divided into two categories: 1) financial liabilities measured at amortised cost using the effective interest rate method (“AC”); 2) financial liabilities measured at fair value with changes in fair value recognized in profit and loss (“FVPL”), which are in turn divided into the two sub-categories “held for trading” and “FVPL”.

Financial liabilities include loans, bonds, lease liabilities, trade payables, other liabilities and financial derivatives. These instruments are recorded at fair value on initial recognition, net of any costs that can be ascribed to them. Subsequently, the financial liabilities in question are measured at amortised cost using the effective interest method, with the exception of derivative financial instruments (other than derivative financial instruments designated as effective hedging instruments) and any financial liabilities designated at FVPL, which are accounted for at fair value through profit or loss.

Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts, options and interest rate swaps.

Derivatives are recognized initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognized as a financial asset whereas a derivative with a negative fair value is recognized as a financial liability. Derivatives are not offset in the financial statements unless the Group has both a legally enforceable right and intention to offset. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled within 12 months. Other derivatives, as trading derivatives, are presented as current assets or current liabilities.

Embedded derivative

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host with the effect that some of the cash flows of the combined instrument vary a way similar to a stand-alone derivative.

Derivatives embedded in hybrid contracts with a financial asset host within the scope of IFRS 9 are not separated.

The entire hybrid contract is classified and subsequently measured as either amortised cost or fair value as appropriate.

37

Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.

If the hybrid contract is a quoted financial liability, instead of separating the embedded derivative, the Group generally designates the whole hybrid contract at FVTPL.

An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months.

Hedge accounting

The Group designates certain derivatives as hedging instruments in respect of foreign currency risk and interest rate risk in fair value hedges, cash flow hedges, or hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationship meets all of the following hedge effectiveness requirements:

a) there is an economic relationship between the hedged item and the hedging instrument;

b) the effect of credit risk does not dominate the value changes that result from that economic relationship; and

c) the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.

If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for that designated hedging relationship remains the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge) so that it meets the qualifying criteria again.

The Group designates the full change in the fair value of a forward contract (i.e. including the forward elements) as the hedging instrument for all of its hedging relationships involving forward contracts.

The Group designates only the intrinsic value of option contracts as a hedged item, i.e. excluding the time value of the option. The changes in the fair value of the aligned time value of the option are recognized in other comprehensive income and accumulated in the cost of hedging reserve. If the hedged item is transaction-related, the time value is reclassified to profit or loss when the hedged item affects profit or loss. If the hedged item is time period related, then the amount accumulated in the cost of hedging reserve is reclassified to profit or loss on a rational basis – the Group applies straight-line amortisation. Those reclassified amounts are recognized in profit or loss in the same line as the hedged item. If the hedged item is a non-financial item, then the amount accumulated in the cost of hedging reserve is removed directly from equity and included in the initial carrying amount of the recognized non-financial item. Furthermore, if the Group expects that some or all of the loss accumulated in cost of hedging reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.

The Group designates certain derivatives as either:

a) hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge);

38

Where a derivative financial instrument is designated as a hedge against the fluctuation in fair value of a recognized asset or liability (fair value hedge), the gain or loss for re-measuring the hedging instrument at fair value is recognized in the income statement together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Consistently, the hedged items are adjusted to consider changes in fair value of the hedged risk.

The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognized in the income statement. The gain or loss relating to the ineffective portion is recognized in the income statement. Changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk are recognized in the income statement. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest rate method is used is amortised to the income statement over the period to maturity.

b) hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge); or

Where a derivative financial instrument is designated as a hedge of foreign exchange rate or interest rate in relation to future cash flow (cash flow hedge), the effective portion of any gain or loss on the derivative financial instrument is recognized directly to equity. The gain or loss associated with an ineffective portion of a hedge is recognized in the income statement. The cumulative gain or loss is removed from equity and recognized in the income statement at the same time in which the hedged transaction affects the income statement (as an adjustment to the caption of the income statement affected by the hedged cash flows).

The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the income statement.

The gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognized in the income statement within ‘revenues’. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

c) hedges of a net investment in a foreign operation (net investment hedge).

Hedges of net investments in foreign operations

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the foreign currency forward contracts relating to the effective portion of the hedge is recognized in other comprehensive income and accumulated in the foreign currency translation reserve. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, and is included in the ‘other gains and losses’ line item.

Gains and losses on the hedging instrument accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal or partial disposal of the foreign operation.

39

Inventories

Raw materials, work in progress and finished products are recognized at the lower of acquisition cost, production cost and net realizable value. Cost comprises direct production costs and those indirect that have been incurred in bringing the inventories to their present location and condition. Acquisition or production cost is determined on a weighted average basis.

Provisions, adjusting the value of the inventories, are made for slow moving, obsolete inventories or if, in the end, the estimated selling price or realizable value is reasonably expected to be lower than the cost.

Employee termination indemnities

The Employee Severance Indemnity (“TFR”) takes the form of a defined benefit plan, measured with actuarial techniques using the Projected Unit Credit Method. The recognition of changes in actuarial Profit/(Loss) is recognized in other components of the Statement of Comprehensive Income. The cost of labour for Group companies, as well as the interest expense relating to the “time value” component in actuarial calculations, continue to be recognized in the Consolidated Statement of Profit and Loss. The portion of employee severance indemnities paid to supplementary pension funds and the INPS treasury fund is considered a defined contribution fund because the Company’s obligation to the employee ceases with the payment of the accrued contributions to the pension funds.

Other long-term employee benefits are recognized among non-current liabilities and their value corresponds to the present value of the defined benefit obligation at the reporting date, adjusted according to the period of the underlying agreement.

Like defined benefit plans, other long-term benefits are also valued using the Projected Unit Credit Method. Unlike defined benefits plans the actuarial gains and losses of other long-term benefits are recognized though profit or loss rather than through net equity.

Provisions for risks and charges

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

A restructuring provision is recognized when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

Provisions for the costs to restore leased plant assets to their original condition, as required by the terms and conditions of the lease, are recognized when the obligation is incurred, either at the

40

commencement date or as a consequence of having used the underlying asset during a particular period of the lease, at the directors’ best estimate of the expenditure that would be required to restore the assets. Estimates are regularly reviewed and adjusted as appropriate for new circumstances.

Treasury shares

Treasury shares are measured at purchase cost, as a reduction in Shareholders’ equity. The nominal value of the Treasury Shares held is deducted directly from share capital.

Gains and losses on disposal, net of income taxes, are taken directly to equity.

Assets or Disposal Groups

Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

Assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such an asset or disposal group, and the sale is highly probable, with the sale expected to be completed within one year from the date of classification.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.

Assets and disposal groups are not classified as held for sale within the comparative period presented for the Consolidated Statement of Financial Position.

Revenue and cost recognition

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

In the wholesale channel, the Group recognizes revenue when title transfers to third-party customers. Direct sales to customers are mostly made through retail stores, revenues are recognized at the time of purchase by retail customers.

For sales via the online channel, revenue is recognized when control of the goods has transferred to the customer.

Sales of services, mainly involved in the Group’s “Other activities”, are recognized as the services are provided.

Revenue is presented net of all forms of discount. In particular, payments made in order to have products referenced or, in accordance with agreements, to participate in advertising campaigns with the distributors, are deducted from related revenue.

Under the Group’s standard contract terms, customers have a right of return within a specified period of time. At the point of sale, a refund liability and a corresponding adjustment to revenue is recognized

41

for those products expected to be returned. At the same time, the Group has a right to recover the product when customers exercise their right of return. Consequently, the Group recognises a right to returned goods asset and a corresponding adjustment to cost of sales. The Group uses its accumulated historical experience to estimate the number of returns on a portfolio level using the expected value method. It is considered highly probable that a significant reversal in the cumulative revenue recognized will not occur given the consistent level of returns over previous years.

Royalties are accounted for based on sales made by the licensees and the terms of the contracts.

Costs are recognized on an accrual basis. In particular, a cost is immediately recognized in the profit or loss when:

• an expense does not generate any future economic benefit;

• the future economic benefits do not qualify or cease to qualify as assets for recognition in the statement of financial position;

• a liability is incurred and no asset has been recognized.

Advertising and research costs, in accordance with IAS 38, are charged in full to the income statement, when the service has been provided and delivered to the Group.

Share – based payment plans

The Group recognizes additional benefits to some employees, directors and collaborators with particular positions, through equity-settled share-based payments, which provide for the physical delivery of shares. In accordance with the provisions of IFRS 2 – Share-based payments – rights in favour of employees are valued at fair value when the beneficiary is informed of their allocation, and this value is determined using the binomial model. This model takes account of all the features of the rights (duration, exercise price and conditions, etc.), as well as the value of the underlying shares at the grant date and their expected volatility.

If the right can be exercised after a certain period (vesting period) and on the occurrence of specific performance conditions, the cost of transactions settled with equity instruments, together with the corresponding increase in shareholders’ equity, is recorded in the period in which the conditions relating to the achievement of objectives and/or the provision of the service are satisfied, ending at the time the beneficiaries have fully accrued the right to receive payment (“vesting date”).

At the end of each year, the fair value of the rights which has been determined previously is not reviewed, but on this date the estimate of the number of rights which will vest up to the expiry is updated. The accumulated costs recorded for these transactions at the end of each year up to the vesting date are proportionate to the expiries of the vesting period and to the best available estimate of the number of options which will actually vest. The cost or revenue recorded in the income statement for the year represents the change in the accumulated cost recorded at the start and at the end of the year.

No cost is recorded for rights which do not ultimately vest, except in the case of rights whose allocation is subordinate to market conditions.

The impact of the dilution of the rights not yet exercised is reflected in the calculation of the dilution of earnings per share.

Cash-settled transactions

In case of cash-settled share-based transactions, the cost of the cash-settled transactions is initially valued at the fair value at the date the beneficiary is informed of their allocation. This fair value is

42

recognized in the income statement in the period until vesting, with the recognition of a corresponding liability. Until the liability is settled, the fair value is recalculated at each year-end date and at the settlement date, charging the related changes to the income statement.

Financial income and expense

Financial income and charges are recorded on an accrual basis according to the interest accrued on the net value of the related financial assets and liabilities, using the effective interest rate.

Interest expenses might include interest on bank overdrafts, on short and long term loans, amortization of initial costs of loan operations, changes in the fair value of derivatives – insofar as chargeable to the profit or loss –, annual interest maturing on the present value of post-employment benefits and interests on late payments.

Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

43

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The directors reviewed the Group’s investment property portfolios and concluded that none of the Group’s investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Group has not recognised any deferred taxes on changes in fair value of the investment properties as the Group is not subject to any income taxes on the fair value changes of the investment properties on disposal.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current tax and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Dividend distribution

Dividend distribution to the Company’s shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

6. CHANGES OF ACCOUNTING POLICIES, ERRORS AND CHANGES OF ESTIMATES

The accounting policies adopted change from one year to the next only if the change is required by an accounting standard or if it helps provide more reliable and meaningful information on the impact of operations on the entity’s statement of financial position, profit or loss or cash flows.

Changes of accounting policy are accounted for retroactively with the effect allocated to the opening equity of the earliest of the periods presented. The other comparative amounts reported for each prior period are also adjusted as if the new policy had been applied from the outset. A prospective approach is adopted only when it would be impracticable to restate the comparative information.

The application of a new or amended accounting standard is accounted for as requested by the standard itself. If the standard does not regulate the transition method, the change is accounted for on a retroactive basis or, if impracticable, on a prospective basis.

44

Material errors are treated on the same basis as changes of accounting policy as described above. Non-material errors are corrected through the profit or loss for the period in which the error was identified. Changes of accounting estimates are accounted for prospectively in the profit or loss for the year in which the change is made if it only affects the profit or loss for that year, or in the profit or loss for the year in which the change is made and in subsequent periods if they are also affected by the change.

After the closing date as at December 31, 2019, the Company did not identify any error of change of estimates that would have required adjustment in the financial statements other than the restatement described in Appendix 2.

7. KEY SOURCES OF ESTIMATION UNCERTAINTY

In applying the Group’s accounting policies, the Company is required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Impairment of non-current assets

Non-current assets include Property, plant and equipment, Investment property, Goodwill, Financial assets and Investment. The Group periodically reviews the book value of the non-current assets held and used and of the assets that must be disposal, when facts and circumstances require such review.

For goodwill, this analysis is carried out at least once a year and whenever facts and circumstances require it. The analysis of the recoverability of the carrying amount of goodwill is carried out using the estimated cash flows expected from the use or sale of the assets and adequate discount rates for calculating the current value.

For Property, plant and equipment, Investment property, Intangible assets with a finite useful life, Right-of-use assets, Financial assets and Investments this analysis is carried out at least once a year and whenever facts and circumstances require it.

Impairment exists when the book value of an asset or cash flow generating unit exceeds its recoverable value, which is the higher of its fair value less the costs of sale and its value in use. The calculation of the fair value less the costs of sale is based on the data available from transactions between free and independent parties involving similar assets or observable market prices, less the incremental transaction costs relating to the disposal of the asset. The value in use is calculated based on discounted cash flow models using a pre-tax discount rate which reflects the current market estimate of the cost of money over time and the specific risks of the asset.

45

The cash flows are taken from the business plans prepared by management, which represent the best estimate made by the Group on the economic conditions set for the plan period. The plan forecasts refer to an explicit time period of three years, the long-term growth rate (g) – used to estimate the terminal value of the asset – for prudential reasons is lower than the long-term growth rate for the sector, country or reference market. Cash flows do not include restructuring activities for which the Group does not have a current obligation, or significant future investments which will increase the yield on the assets that make up the cash flow generating unit that is being valued. The recoverable amount is very dependent on the discount rate used in the discounted cash flow model and also on the expected future incoming cash flows and on the growth rate used for the purposes of the extrapolation.

Recoverability of deferred tax assets

The deferred tax asset have been recorded on the premise that it is more likely than not that the Group will be able to generate sufficient and suitable future taxable profits from which the reversal of the asset can be deducted. If the Group is unable to generate sufficient taxable profits in certain jurisdictions, or if there is a significant change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, the Group could be required to increase its valuation allowances against its deferred tax assets, resulting in an increase in its effective tax rate and an adverse impact on future operating results.

Derivatives

The measurement of derivative financial instruments recognized as assets and liabilities requires the use of estimates and assumptions. The way in which fair value is determined and the risk inherent in derivative contracts to hedge currency risk and interest rate risk is managed are described in the specific sections Financial risk management, and Derivatives. The estimates and assumptions considered are constantly reviewed and the effects of any changes are recognized immediately in the financial statements. Estimates and assumptions are made with the support of the corporate functions and, where appropriate, of independent specialists, and are regularly reviewed.

Provisions for obsolete inventory

Since the Group’s products are subject to market trends and changes in fashion trends, product inventories at the end of the season are subject to impairment. Specifically, the provision for obsolete inventory of finished products reflects management’s estimate of the expected impairment losses on the products of the collections of previous seasons, considering the ability to sell them through the Group’s various distribution channels.

Generally, impairment assumptions involve percentages of impairment that become greater the older the collections are, so as to reflect the decline in selling prices in secondary channels (mainly outlets), and on the other hand, the decrease in the probability of selling them as time goes by.

The provision for obsolete raw materials reflects management’s estimates of the decline in the probability they will be used based on the calculation of slow-moving raw materials.

Provision for risks

The Group recognizes a liability when facing legal and tax disputes and lawsuits if it believes it is probable that they will require an outflow of financial resources and a reliable estimate can be made of the amount of the potential losses. Given the uncertainty surrounding the outcome of these proceedings, it is hard to reliably estimate the outflow of resources that will be required to settle

46

them, therefore the amount of the provisions for legal and tax disputes may change as a result of future developments in the outstanding proceedings. The Group monitors the status of ongoing lawsuit and proceedings and consults with its legal advisors as well as legal and tax experts.

47

COMMENTS TO THE INCOME STATEMENT ITEMS

8. Revenues

The consolidated revenues are produced primarily by sales of finished products and are stated net of returns and discounts.

Revenues, mostly from the sales of goods, are as follows (in thousand of Euro):

	2019		2018
Europe - ME & Africa		432,236		393,908
North America		235,092		215,415
Latin America		25,366		24,527
APAC		626,328		541,132
Other		2,305		7,581
Revenues		1,321,327		1,182,563

9. Other income

Other income amount to Euro 28,602 thousand (Euro 30,466 thousand in 2018).

	2019		2018
Release of provision		11,958		1,475
Subsidies		7,674		10,116
Income from the sale of advertising material		2,051		2,324
Gain on property plant and equipment disposal		533		10,302
Other		6,386		6,249
Other income		28,602		30,466

The 2018 balance of the caption Gain on property plant and equipment disposal includes the gain arising from the sale of a building located in Paris (Euro 7,867 thousand).

10. Costs for raw materials and consumables

The costs for raw materials and consumables have the following composition (in thousand of Euro):

	2019			2018
Raw materials		(139,965	)		(137,527	)
Goods		(141,512	)		(58,383	)
Consumables		(14,067	)		(14,989	)
Change in raw materials and goods		(1,763	)		6,359
Other		(4,760	)		(1,852	)
Costs for raw materials and consumables		(302,067	)		(206,392	)

48

11. Costs for services

The caption includes the following (in thousand of Euro):

	2019			2018
Freight, insurance and selling expenses		(67,477	)		(68,873	)
Outsourcing of production		(74,829	)		(86,772	)
Administrative, notary and legal fees		(36,356	)		(38,175	)
Fees to corporate bodies		(2,438	)		(3,640	)
Advertising and marketing expenses		(60,789	)		(63,688	)
Variable, short term and low value rents		(68,462	)		(54,106	)
Utilities & CAM		(26,063	)		(24,794	)
Maintenance		(12,672	)		(14,109	)
Oher services		(18,579	)		(12,126	)
Travel expenses		(17,117	)		(14,014	)
Bank expenses		(10,046	)		(9,505	)
Cost of services		(394,828	)		(389,802	)

Other services mainly include postal, telephone and telegraphic charges, entertainment, training expenses and miscellaneous external services.

Rents include:

• rents related to low value contracts (the price of the asset, when new and recognized on a single component basis approach, is less than USD 5,000)

• purely variable rent, typically linked to sales without a guaranteed minimum, are excluded too from the scope of application of such standard.

• leases whose lease term is shorter than 12 months are not in the scope of “IFRS 16 Leases”, so they are recognized through profit or loss.

12. Personnel costs

The caption describes personnel costs as follow (in thousand of Euro):

	2019			2018
Wage & salaries		(254,909	)		(241,322	)
Social contributions, pension plans and indemnities		(61,081	)		(59,154	)
Severances indemnities		(9,778	)		(12,148	)
Uniforms		(8,481	)		(3,340	)
Insurances & other benefits		(2,225	)		(3,031	)
Other payroll expenses		(2,462	)		(2,505	)
Personnel costs		(338,936	)		(321,500	)

The caption Severance indemnities includes restructuring costs related to supply chain (Euro 6,935 thousand in 2019, Euro 9,059 thousand in 2018), to distribution companies and head quarter functions (Euro 2,827 thousand in 2019, Euro 3,089 thousand in 2018) and to woman division business (Euro 16 thousand in 2019).

As of December 31, 2019 the Group employed 6,540 people compared to 6,577 people employed at the end of the prior year.

The comparison with the prior year by employee category is as follows:

	December 31, 2019		December 31, 2018		Average
White Collars		4,095		4,022		4,058
Blue Collars		2,132		2,220		2,176
Temporary employees		313		335		324
Total employees		6,540		6,577		6,558

49

13. Depreciation, Amortization and Impairment of assets

The caption Depreciation, Amortization and Impairment of assets has the following composition (in thousand of Euro):

	2019			2018
Depreciation of Property, plant and equipment and Investment property		(43,520	)		(39,374	)
Depreciation Amortizations of intangible assets with a finite useful life		(14,028	)		(13,024	)
Depreciation of Right of use		(112,063	)		(106,528	)
Impairment of Property, plant and equipment		(4,210	)		(4,876	)
Depreciation, Amortization and Impairment of assets		(173,821	)		(163,802	)

The caption Impairment of property, plant and equipment is detailed as follow (in thousand of Euro);

	2019			2018
Impairment of Hong Kong stores		(2,855	)		—
Impairment of US store		—			(2,998	)
Other minor		(1,355	)		(1,878	)
Impairment of property, plant and equipment		(4,210	)		(4,876	)

14. Write downs and other provisions

Write down and other provision costs amount to Euro 3,814 thousand (Euro 750 thousand in 2018) and mainly include the bad-debt provision on current receivables, current assets write-downs and other provisions.

15. Other operating costs

The Other operating costs amount to Euro 39,597 thousand (Euro 40,225 thousand in 2018) and are detailed below:

	2019			2018
Local taxes		(16,245	)		(15,008	)
Gifts, charity, associations and other charges		(12,338	)		(13,448	)
Royalties		(4,880	)		(4,876	)
Stationary and other materials		(1,502	)		(1,309	)
Losses on assets disposal		(1,503	)		(3,580	)
Penalties & other costs of previous year		(2,362	)		(1,298	)
Other		(7687			(706	)
Other operating costs		(39,597	)		(40,225	)

The caption includes also the contributions to Fondazione Zegna amounted to Euro 999 thousand in 2019.

16. Financial income, financial expenses and exchange gains/(losses)

The Financial income, financial expenses and exchange gains/(losses) total Euro (16,767) thousand in 2019 (Euro 25,902 thousand in 2018) include the following (in thousand of Euro):

		2019		2018
Financial income
-	Options		—		—
-	Treasury securities income and other financial interests		19,165		15,853

50

Financial expenses
-	Options	(4,154	)	(108	)
-	Treasury securities expenses and other financial interests	(10,430	)	(26,363	)
-	Lease liabilities financial expenses	(11,522	)	(10,734	)
Total financial expenses		(26,106	)	(37,205	)
Exchange Gains and Losses		(9,826	)	(4,550	)
Financial income, financial expenses and exchange gains/(losses)		(16,767	)	(25,902	)

Exchange Gain and Losses represents the impact of rates fluctuation and include effect on hedge transactions.

17. (Write downs)/ Revaluations of Equity investments

The caption amounts to negative balance of Euro (1,534) thousand in 2019; Euro (3,956) thousand in 2018 and includes the effects of the evaluation of the investments valued at equity method.

18. Income taxes

In 2019 taxes accrued in the Consolidated Income Statement, in comparison with previous period, are as follow (in thousand of Euro):

	2019			2018
IRES Italian income taxes		(4,271	)		(2,709	)
IRAP Regional income taxes		(2,155	)		(2,362	)
Income taxes other countries		(26,942	)		(25,788	)
Previous year Taxes		1,810			2,218
Deferred taxes		(9,501	)		3,619
Income taxes		(41,059	)		(25,022	)

The reconciliation between the Group’s theoretical tax rate and its effective tax rate is presented in the table below:

Profit (loss) before taxes 2019	78,564
Tax at the domestic rates applicable to profits in the country concerned	(22,626	)
(Non-deductible costs) net of non-taxable income	(3,077	)
Effects from non-registration of tax assets	(9,386	)
Write off of deferred taxes	(5,360	)
IRAP	(2,155	)
Patent box impact	1,545
Income taxes	(41,059	)
Profit (loss) before taxes 2018	60,700
Tax at the domestic rates applicable to profits in the country concerned	(20.736	)
(Non-deductible costs) net of non-taxable income	3,623
Effects from non-registration of deferred taxes	(7,051	)
IRAP	(2,362	)
Patent box impact	1,504
Income taxes	(25,022	)

51

COMMENTS ON THE MAIN ITEMS OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Non current assets

19. Property plant and equipment

The chart below provides the composition of property plant and equipment as of December 31, 2019 with comparative figures as of December 31, 2018:

Net Value	December 31, 2019		December 31, 2018
Land and buildings		123,214		117,314
Plants and machineries		35,941		35,651
Industrial and commercial equipment		39,003		30,434
Leasehold improvement		63,538		64,830
Other tangible assets		4,604		3,707
Tangible assets under construction – advances		2,741		4,579
Property, plant and equipment		269,041		256,515

The historical cost and accumulated depreciation of the year are set forth below:

	Land and Buildings			Plants and machineries			Industrial and commercial equipment			Leasehold improvement			Other tangible assets			Tangible assets under construction -advances		Total
Historical Cost		171,376			173,376			155,403			232,095			9,835			4,579		746,399
Accumulated depreciation		(54,062	)		(54,062	)		(124,969	)		(167,265	)		(6,128	)		—		(489,884	)
Net carrying amount at December 31, 2018		117,314			35,651			30,434			64,830			3,707			4,579		256,515
Historical cost		183,834			188,869			158,373			236,072			10,945			2,741		780,834
Accumulated depreciation		(60,620	)		(152,928	)		(119,370	)		(172,534	)		(6,341	)		—		(511,793	)
Net carrying amount at December 31, 2019		123,214			35,941			39,003			63,538			4,604			2,741		269,041

52

Historical Value – Tangible Asset
	01/01/2019			Additions			Disposals			Conversion differences			Other movements and reclass.			31/12/2019
Land and Buildings		171,376			1,939			(1,096	)		3,473			8,143			183,834
Plants and machineries		173,111			7,285			(4,063	)		235			12,301			188,869
Industrial and commercial equipment		155,403			16,935			(18,961	)		1,894			3,103			158,374
Leasehold improvement		232,095			16,883			(23,146	)		3,323			6,917			236,072
Other tangible assets		9,834			921			(188	)		(491	)		869			10,945
Under construction tangible assets advances		4,579			3,485			—			17			(5,340	)		2,741
Total		746,398			47,448			(47,454	)		8,451			25,992			780,834
Depreciation fund – Tangible Asset
	01/01/2019			Depreciation			Disposals			Conversion differences			Other movements and reclass.			31/12/2019
Land and Buildings		(54,063	)		(2,302	)		—			(843	)		(3,412	)		(60,620	)
Plants and machineries		(137,460	)		(9,238	)		3,437			(73	)		(9,594	)		(152,928	)
Industrial and commercial equipment		(123,665	)		(13,191	)		18,043			(2,296	)		1,739			(119,370	)
Leasehold improvement		(168,568	)		(18,784	)		20,824			(5,878	)		(128	)		(172,534	)
Other tangible assets		(6,127	)		(3,396	)		2,153			(5	)		1,033			(6,341	)
Under construction tangible assets advances		—			—			—			—			—			—
Total		(489,883	)		(46,911	)		44,457			(9,095	)		(10,362	)		(511,793	)

53

Historical Value – Tangible Asset
	01/01/2018			Additions			Disposals			Conversion differences			Other movements and reclass.			31/12/2018
Land and Buildings		195,518			3,518			(26,996	)		(519	)		(216	)		171,376
Plants and machineries		174,521			10,380			(13,632	)		377			1,465			173,111
Industrial and commercial equipment		150,349			12,624			(14,006	)		2,533			3,903			155,403
Leasehold improvement		229,228			9,537			(28,308	)		1,644			19,994			232,095
Other tangible assets		11,704			3,841			543			157			(6,411	)
Under construction tangible assets advances		1,879			827			(86	)		2						4,579
Total		763,199			40,798			(82,495	)		4,194			20,692			746,398
Depreciation fund – Tangible Asset
	01/01/2018			Depreciation			Disposals			Conversion differences			Other movements and reclass.			31/12/2018
Land and Buildings		(55,379	)		(2,192	)		5,168			(1,660	)					(54,063	)
Plants and machineries		(140,364	)		(8,636	)		10,984			(362	)		918			(137,460	)
Industrial and commercial equipment		(120,035	)		(13,028	)		11,923			(2,004	)		(521	)		(123,665	)
Leasehold improvement		(172,181	)		(17,397	)		26,274			(1,897	)		(3,367	)		(168,568	)
Other tangible assets		(5,236	)		(922	)		260			499			(728	)		(6,127	)
Under construction tangible assets advances
Total		(493,195	)		(42,175	)		54,609			5,424			(3,698	)		489,883

As better described in the Note 13 “Depreciation, Amortization and Impairment of assets”, during 2019, as a result of the impairment test performed on DOS, Property plant and equipment have been collectively impaired by Euro 4,210 thousand.

The DOS assets amortized or depreciated on a systematic basis are tested for impairment if there are indications of or changes to planning assumptions suggesting that the carrying amount of the assets is not recoverable. For this purpose, after preparing the annual budget plan, the Group conducts a triggering event test at DOS level. If defined year-on-year sales and profitability indicators are not reached, the non-current assets of the DOS in question are tested for impairment.

The method used to identify the recoverable amount (value in use) of all the aforementioned CGUs, except for the brands, consisted of discounting the projected cash flows (Discounted Cash Flow) generated by the activities directly attributable to the segment to which the intangible asset or net invested capital has been assigned (CGU). Value in use was the sum of the present value of future cash flows expected from the business plan projections prepared for each CGU and the present value of the related operating activities at the end of the period (terminal value).

The business plans used to prepare the impairment test cover a period of three years and have been constructed on the basis of the 2020 budget prepared by management.

54

The rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2019, the WACC used for discounting purposes ranged between 6.24% and 17%. The WACC was calculated ad hoc for each CGU subject to impairment, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield. The “g” rate of growth used to calculate the terminal value has been determined according to the diverging inflation and GDP outlooks in the various countries. The prevalent growth rate was 1,5%.

In order to ensure that the changes to the main assumptions did not significantly affect the results of the impairment tests, sensitivity analyses were conducted. Based on it, except of impairment on non-current assets indicated above, these stress tests continued to show a coverage.

With these stress tests, the growth rate “g” for the terminal period was reduced by up to 50 basis points, while the WACC rate was increased up to 50 basis points, continuing to show significant coverage.

20. Investment property

The below chart provides the net carrying amount of Investment property as of December 31, 2019 with comparative figures as of December 31, 2018:

	Investment Property
Historical cost		56,767
Accumulated depreciation		(2,050	)
Net carrying amount at December 31, 2018		54,717
Historical cost		58,185
Accumulated depreciation		(3,023	)
Net carrying amount at December 31, 2019		55,162

The historical cost and accumulated depreciation of the past two years are set forth below:

	December 31, 2019			December 31, 2018
Opening balance		54,717			52,998
Increase		326
Disposals		—			—
Depreciation		(818	)		(770	)
Foreign currency translation		937			2,489
Closing balance		55,162			54,717

The caption relates to a building and its land held for income purposes and located in the United States.

21. Intangible assets with a finite useful life

The chart below provides the composition of Intangible assets with a finite useful life as of December 31, 2019 with comparative figures as of December 31, 2018:

	2019		2018
Concessions, licenses, trademarks		44,713		45,301
Other intangible assets		25,228		22,915
Industrial patents, intellectual rights		6		310
Intangible assets in progress		4,163		8,656
Intangible assets with a finite useful life		74,110		77,182

55

The historical cost and accumulated amortization of the past two years are set forth below:

	Concessions, licenses, trademarks			Other intangible assets			Industrial patents, intellectual rights			Intangible assets in progress		Total
Historical cost		81,719			109,975			6,130			8,656		206,480
Accumulated depreciation		(36,418	)		(87,060	)		(5,820	)		—		(129,298	)
Net carrying amount at December 31, 2018		45,301			22,915			310			8,656		77,182
Historical cost		83,318			119,096			1,135			4,163		207,712
Accumulated depreciation		(38,605	)		(93,868	)		(1,129	)		—		(133,602	)
Net carrying amount at December 31, 2019		44,713			25,228			6			4,163		74,110

Historical Value – Intangible assets
	01/01/2019			Additions			Disposals			Conversion differences			Other movements and reclass.			31/12/2019
Concessions, licenses, trademarks		81,719			2,897			(1,664	)		86			280			83,318
Other intangible assets		109,975			3,925			(9,870	)		565			14,501			119,096
Industrial patents, intellectual rights		6,130			17			(7	)		—			(5,005	)		1,135
Intangible assets in progress		8,656			5,148			—			(2	)		(9,639	)		4,163
Total		206,480			11,987			(11,541	)		649			137			207,712
Depreciation fund - Intangible assets
	01/01/2019			Depreciation			Disposals			Conversion differences			Other movements and reclass.			31/12/2019
Concessions, licenses, trademarks		(36,418	)		(3,590	)		1,260			(48	)		191			(38,605	)
Other intangible assets		(87,060	)		(12,286	)		10,164			(436	)		(4,250	)		(93,868	)
Industrial patents, intellectual rights		(5,820	)		(40	)		5			—			4,726			(1,129	)
Intangible assets in progress		—			—			—			—			—			—
Total		(129,298	)		(15,916	)		11,429			(484	)		667			(133,602	)

56

Historical Value – Intangible assets
	01/01/2018			Additions			Disposals			Conversion differences			Other movements and reclass.			31/12/2018
Concessions, licenses, trademarks		40,300			40,686			(133	)		52			814			81,719
Other intangible assets		124,012			5,682			(30,555	)		1,115			9,721			109,975
Industrial patents, intellectual rights		5,574			113									443			6,130
Intangible assets in progress		5,896			11,408						(51	)		(8,597	)		8,656
Total		175,892			57,889			(30,668	)		1,116			2,381			206,480
Depreciation fund - Intangible assets
	01/01/2018			Depreciation			Disposals			Conversion differences			Other movements and reclass.			31/12/2018
Concessions, licenses, trademarks		(35,841	)		(1,951	)		167			107			1,100			(36,418	)
Other intangible assets		(96,889	)		(10,930	)		20,156			(663	)		1,266			(87,060	)
Industrial patents, intellectual rights		(5,392	)		(144	)								(284	)		(5,820	)
Intangible assets in progress
Total		(138,122	)		(13,025	)		20,323			(556	)		2,082			(129,298	)

Concessions licenses trademarks include Euro 38,545 thousand acquisition of Thom Browne Group. Such allocation led to the identification of the brand as a separate intangible, measured at its fair value at the acquisition date, amounting to Euro 38,595 thousand.

22. Right of use

The caption includes the carrying net value of right-of-use asset measured on a lease-by-lease basis.

57

Net Value	December 31, 2019		December 31, 2018
Land and buildings		467,641		510,917
Plants and machineries		286
Industrial and commercial equipment		338		477
Other tangible assets		3,692		3,086
Right of use		471,957		514,480

The historical cost and accumulated amortization of the past two years are set forth below:

	Land and Buildings			Plants and machineries			Industrial and commercial equipment			Other tangible assets			Total
Historical cost		616,307						616			4,692			621,615
Accumulated depreciation		(105,390	)					(139	)		(1,606	)		(107,135	)
Net carrying amount at December 31, 2018		510,917						477			3.086			514.480
Historical cost		665,738			326			616			6,396			673,076
Accumulated depreciation		(198,097	)		(40	)		(278	)		(2,704	)		(201,119	)
Net carrying amount at December 31, 2019		467,641			286			338			3,692			471,957

Historical Value – RoU Assets
	01/01/2019		Additions		Disposals			Conversion differences			Other movements and reclass.		31/12/2019
Land and Buildings		616,307		58,978		(18,801	)		9,254			—		665,738
Plants and machineries		—		326		—			—			—		326
Industrial and commercial equipment		616		—		—			—			—		616
Other tangible assets		4,692		2,489		(780	)		(5	)		—		6,395
Total		621,615		61,793		(19,581	)		9,249			—		673,075

58

Depreciation fund – RoU Assets
	01/01/2019			Depreciation			Disposals			Conversion differences			Other movements and reclass.		31/12/2019
Land and Buildings		(105,390	)		(109,760	)		18,801			(1,748	)		—		(198,097	)
Plants and machineries		—			(40	)		—			—			—		(40	)
Industrial and commercial equipment		(139	)		(139	)		—			—			—		(278	)
Other tangible assets		(1,605	)		(1,881	)		780			2			—		(2,704	)
Total		(107,134	)		(111,820	)		19,581			(1,746	)		—		(201,119	)
Historical Value – RoU Assets
	01/01/2018			Additions			Disposals			Conversion differences			Other movements and reclass.		31/12/2018
Land and Buildings		437,339			179,831			(863	)							613,607
Plants and machineries
Industrial and commercial equipment		610			6											616
Other tangible assets		3,247			1,445											4,692
Total		441,196			181,282			(863	)							621,615

Depreciation fund – RoU Assets
	01/01/2018	Depreciation			Disposals		Conversion differences	Other movements and reclass.	31/12/2018
Land and Buildings			(106,253	)		863				(105,690	)
Plants and machineries			(139	)						(139	)
Industrial and commercial equipment
Other tangible assets			(1,605	)						(1,605	)
Total			(107,997	)		863				(107,134	)

59

23. Goodwill

As at December 31, 2019, Goodwill amounts to Euro 310,606 thousand (Euro 296,675 thousand as of December 31, 2018) and relates to the following acquired business:

Net Value	December 31, 2019		December 31, 2018
Thom Browne Inc.		287,584		282,159
Bonotto S.p.A.		5,977		5,877
Gruppo Dondi S.p.A.		8,405		—
Pelletteria		7,039		7,039
Other minor		1,601		1,600
Goodwill		310,606		296,675

Thom Browne Inc. goodwill difference relates to the acquisition of 85% of Thom Browne Group (hereinafter “Thom Browne Group” or “TB Group”) occurred at the end of November 2018.

The difference between the consideration transferred and the net equity acquired was recognized as goodwill at December 31, 2018. According to IFRS 3 a purchase price allocation exercise has been performed, which led to the identification of the brand as a separate intangible, measured at its fair value at the acquisition date, amounting to Euro 38.595 thousand.

Due to the currency used in the transaction the original Goodwill was determined in US Dollar for an amount of USD 323.072 thousand. According to IAS 21, every year, the Thom Browne Inc. goodwill is adjusted for difference relates to exchange rate difference between US Dollar and Euro (Euro 5,425 as of December, 31, 2019).

Gruppo Dondi S.p.A. goodwill relates to the acquisition of the company occurred in 2019, when the purchase price allocation has been performed in compliance with IFRS 3.

The movement of the goodwill is summarized below:

Net Value	December 31, 2018		Purchase Price Allocation		Exchange losses to OCI		December 31, 2019
Thom Browne Inc.		282,159				5,425		287,584
Bonotto S.p.A.		5,877		100				5,977
Gruppo Dondi S.p.A.				8,405				8,405
Pelletteria		7,039						7,039
Other minor		1,600		1				1,601
Goodwill		296,675		8,506		5,425		310,606

Impairment test

As required by IAS 36, “Impairment of Assets,” intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least once per year. The Group does not report intangible

60

assets with indefinite useful lives other than goodwill. As December 31, 2019, goodwill amounted to Euro 310,606 thousand, detailed by Cash Generating Unit (“CGU”) as follows:

	2019		2018
Thom Browne Group		287,584		282,159
Gruppo Dondi S.p.A.		8,405		—
Bonotto S.p.A.		5,977		5,877
Pelletteria		7,039		7,039
		309,005		295,075

The method used to identify the recoverable amount (value in use) of all the aforementioned CGUs, except for the brands, consisted of discounting the projected cash flows (Discounted Cash Flow) generated by the activities directly attributable to the segment to which the intangible asset or net invested capital has been assigned (CGU). Value in use was the sum of the present value of future cash flows expected from the business plan projections prepared for each CGU and the present value of the related operating activities at the end of the period (terminal value).

The business plans used to prepare the impairment test cover a period of three years and have been constructed on the basis of the 2021 budget prepared by management.

The rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2019, the WACC used for discounting purposes ranged between 6.24% and 17%. The WACC was calculated ad hoc for each CGU subject to impairment, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield. The “g” rate of growth used to calculate the terminal value has been determined according to the diverging inflation and GDP outlooks in the various countries. The prevalent growth rate was 1,5%, which can be considered prudent given the average growth expected for the luxury goods market.

As in the previous year, no impairment loss was recognized for goodwill in fiscal year 2019.

In order to ensure that the changes to the main assumptions did not significantly affect the results of the impairment tests, sensitivity analyses were conducted on 90% of the goodwill recognized in the Consolidated Statement of Financial Position.

24. Investments at equity method

The following tables provide for a breakdown of investments at stated at equity as of December 31, 2019 and December 31, 2018

	01/01/2019		Additions /(Disposals)		Impairment		Net income (loss)			Dividends			Translation differences			31/12/2019
Pelletteria Tizeta S.r.l..		2,651		—		—		368			(225	)		—			2,794
Tom Ford International LLC		27,255		—		—		(1,902	)		—			(353	)		25,000
Achill Station Pty Ltd		—		—		—		—			—			—			—
Total Investments at equity method		29,906						(1,534	)		(225	)		(353	)		27,794

61

	01/01/2018		Additions /(Disposals)		Impairment			Net income (loss)			Dividends		Translation differences			31/12/2018
Pelletteria Tizeta S.r.l..		2,353		—		—			298			—		—			2,651
Tom Ford International LLC		32,000		—		(2,900	)		(1,355	)		—		(490	)		27,255
Achill Station Pty Ltd		—		—		—			—			—		—			—
Total Investments at equity method		34,353				(2,900	)		(1,057	)				(490	)		29,906

Consistently with prior years the loss-making position of Tom Ford International has been considered as an indication of impairment of the value of the investment, therefore an impairment test has been performed.

The method used to identify the recoverable amount (value in use) involves discounting the projected cash flows produced by the CGU. Value in use is the sum of the present value of future cash flows expected from the business plan projections and the present value of the related operating assets at the end of the business plan period (terminal value).

The business plans used to prepare the impairment test cover a period of five years and have been constructed on the basis of the 2020 budget prepared by the management of Tom Ford International. The rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2019, the WACC used for discounting purposes amounted at 10.53%. The WACC was calculated ad hoc for Tom Ford International, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield. The “g” rate of growth used to calculate the terminal value has been determined at 0.

The financial information of companies not entirely controlled by the Group is provided below, as required by IFRS 12. The amounts are stated before the consolidation adjustments.

Company	Group’s percentage interest			Local currency		Total Assets		Total Equity			Net Revenues		Net Income/(loss)
Pelletteria Tizeta S.r.l. (*)		50	%		Euro		27,146		5,644			28,270		726
Tom Ford International LLC (*)		15	%		USD		138,522		(176,467	)		238,257		(15,366	)
Achill Station Pty Ltd (**)		60	%		AUD		1,117		31			843		(973	)

(*) December 31, 2019. (**) June 30, 2019

Even if the Group owns 15 per cent of the equity shares of Tom Ford International LLC, since 2017 the Group accounts for the investment under the equity method as the following requirements of IAS 28 are met: the representation on the board of directors and the participation in policy-making processes. Furthermore, there are material transactions between the Group and Tom Ford International LLC.

The transaction that occurred in 2019 with such companies are summarized below:

2019 (amount in K€ unless otherwise stated) Company	Revenues		Cost for services and other operating costs			Financial Income		Trade receivables		Other financial asset		Trade liabilities
Pelletteria Tizeta S.r.l.		4		2			—		—		—		—
Tom Ford International LLC		29,499		8,958	(*)		1,847		18,392		41,225		150
Achill Station Pty Ltd.		—		—			—		—		94		—

(*) The caption includes royalties amounting to Euro 4,721 thousand

62

25. Deferred tax assets and deferred tax liabilities

Deferred taxes reflect the net tax effect of temporary differences between the book value and the taxable amount of assets and liabilities. The accounting of assets for deferred taxes was duly adjusted to take account of the effective possibility to be realized.

The following table provides a breakdown by nature of the assets and liabilities for deferred taxes as of December 31, 2019 and comparative figures as of December 31, 2018:

Deferred Tax Assets
	2019		2018		Profit & Loss			Impact of exchange rates and other mov.
Employee benefits		5,104		5,800		(801	)		105
Property plant and equipment		2,122		1,977		144			—
Right of use		1,944		1,762		182			—
Intangible		1,811		2,222		(411	)		—
Provision for obsolete inventory		26,579		28,196		(934	)		(683	)
Taxed provisions		1,384		1,899		(515	)		—
Financial assets fair value		1,448		695		403			350
Tax losses		9,750		17,006		(6,402	)		(855	)
Other		9,077		9,256		(179	)		—
Deferred Tax Assets		59,219		68,813		(8,512	)		(1,083	)
Deferred Tax Liabilities
	2019		2018		Profit & Loss			Impact of exchange rates and other mov.
Property plant and equipment		25,233		24,220		(1,013	)		—
Right of use		1,008		819		(189	)		—
Intangible		10,381		9,726		(655	)		—
Financial assets fair value		2,173		1,814		—			(360	)
Other		829		1,695		866			—
Deferred Tax Liabilities		39,623		38,273		(991	)		(360	)

26. Other financial assets

The chart below provides for the composition of the caption.

	2019		2018
Guarantee deposits		31,983		30,304
Financial Loan Tom Ford International LLC		41,225		39,451
Investment held in Elah Dufour S.p.A.		14,834		14,834
Investment held in Future 101 Design Private		1,743		1,210
Investment held in Pettinatura di Verrone S.r.l.		1,522		1,522
Investment held in Pelle Tessuta S.r.l.		—		558
Investment held in Bea Biella S.r.l.		168		168
Investment held in F2 S.r.l.		78		78
Investment held in Acquedotto del Piancone S.r.l.		30		30
Other		30		27
Other financial assets		91,613		88,182

63

During 2019, Pelle Tessuta minority interest has been acquired during 2019 and subsequently merged with a 100% owned group subsidiary.

The transactions occurred in 2019 with related parties are summarized below:

	Other Revenues		2019 Cost for raw materials and consumables		Cost for services		Trade receivables		Trade liabilities incl. customer advances
F2		56		—		3,961		67		1,453
Consorzio Alpi Biellesi		—		—		86		—		—
Elah Dufour S.p.A.		—		42				—		—
Acquedotto Piancone S.r.l.		—		—		7		—		—
Other investments		56		42		4,054		67		1,453

Current assets

27. Inventories

Inventories break-down is shown in the following chart (in thousand of Euro):

Net Value	December 31, 2019			December 31, 2018
Raw materials, ancillary materials and consumables		55,014			49,593
Provision for obsolete stock		(6,029	)		(5,546	)
Work-in-progress and semi-finished products		48,538			43,817
Finished goods		306,013			299,427
Provision for obsolete stock		(88,945	)		(80,981	)
Inventories		314,591			306,3101

The movement of the provision for obsolete inventory is summarized below:

Net Value	December 31, 2018			Additions of the period			Utilization of the period		December 31, 2019
Raw materials, ancillary materials and consumables		(5,546	)		(947	)		464		(6,029	)
Finished goods		(80,981	)		(24,862	)		16,899		(88,944	)
Total		(86,527	)		(25,809	)		17,363		(94,973	)

28. Trade receivables

The breakdown of the caption is set out below:

Net Value	December 31, 2019			December 31, 2018
Trade receivables		183,857			167,094
Bad debt provision		(5,635	)		(5,386	)
Trade receivables		178,222			161,708

64

During 2019 the changes in the provision for bad debt were as follows:

	December 31, 2018			Provision of the period			Utilization of the period		Conversion differences		December 31, 2019
Bad-debt provision		(5,386	)		(727	)		478		—		(5,635	)

As of December 31, 2019, this item totals Euro 178,222 thousand and is wholly represented by the amounts receivable within the next accounting period. Receivable are represented net of the relative bad-debt reserve, amounting to Euro (5,635) thousand Euro (5,386) thousand as of December 31, 2018) to align the accounting value to the estimated realizable value.

The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses.

The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

The Group has recognized a loss allowance of 100 per cent against all receivables through third parties over 180 days past due because historical experience has indicated that these receivables are generally not recoverable.

The Group has significantly increased the expected loss rates for trade receivables from the prior year based on its judgement of the impact of current economic conditions and the forecast direction of travel at the reporting date. There has been no change in the estimation techniques during the current reporting period.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables that have been written off is subject to enforcement activities

The table shows the concentration of commercial risk by geographic area of the Group activity:

	December 31, 2019		December 31, 2018
Italy		32,958		23,300
Europe		48,137		54,402
America		44,319		37,667
Asia		52,141		45,859
Oceania		667		480
Trade receivables		178,222		161,708

The current amount includes receivables from credit cards retail transactions amounting to Euro 8,312 thousand.

65

The following table provides the ageing of trade receivables as of December 31, 2019 (amount gross of the provision for bad debt):

Trade receivables as of December 31, 2019
•   Current	142,753
•   Total overdue	41,104
Of which overdue by 0 – 90 days	28,539
Of which overdue by 90 – 180 days	7,809
Of which overdue by more than 180 days	4,756
Total	183,857
Trade receivables as of December 31, 2018
•   Current	132,787
•   Total overdue	34,307
Of which overdue by 0 – 90 days	25,475
Of which overdue by 90 – 180 days	4,778
Of which overdue by more than 180 days	4,054
Total	167,094

Full payments and no credit-loss are expected by management.

29. Derivative financial instruments

At December 31, 2019, there were eight positions regarding interest rate swap derivatives to hedge the risk of a potential increase in the cost of servicing bank debt due to fluctuations in market rates. The notional value of these positions was of Euro 275 million with a negative fair value of approximately Euro 5,142 thousand.

At December 31, 2018, there were eleven positions regarding interest rate swap derivatives to hedge the risk of a potential increase in the cost of servicing bank debt due to fluctuations in market rates. The notional value of these positions was of Euro 311 million with a negative fair value of approximately Euro 2,547 thousand.

The Group enters certain derivative contracts to hedge the interest rate risk on its bank debt and the currency risk on sales made in currencies other than the euro.

The Company only takes out these contracts for hedging purposes as the Group’s financial management policy does not permit trading in financial instruments for speculative purposes.

Derivative financial instruments meeting the requirements of international accounting standards are accounted for using hedge accounting. Changes in the fair value of derivative financial instruments not qualifying for hedge accounting under international accounting standards are recognized in profit or loss in the relevant reporting period.

The interest rate and currency derivatives used by the Company are over the counter (OTC) instruments, meaning those negotiated bilaterally with market counterparties, and the determination of their current value is based on valuation techniques that use input parameters (such as rate curves, foreign exchange rates, etc.) observable on the market (level 2 of the fair value hierarchy included in IFRS 7).

Derivatives are measured by taking as a reference the interest rates and yield curves observable at commonly quoted intervals.

66

At the reporting date, the Group had outstanding hedges as detailed in the table below:

	2019
	Notional amount		Positive Fair value		Negative Fair value
Exchange risk
Forward contract		352,253		6,468		4,853
Interest risk
Interest Rate Swap		274,851		—		5,142
		627,104		6,468		9,995
Stock index options		—		—		15
Other option		—		—		1,852
Trading Derivatives		—		—		1,867
Derivatives instruments
Asset/Liabilities		627,104		6,468		11,863
	2018
	Notional amount		Positive Fair value		Negative Fair value
Exchange risk
Forward contract		504,483		1,330		3,898
Interest risk
Interest Rate Swap		311,433		—		3,573
		815,916		1,330		7,471
Stock index options		3,320		3,320		—
Other options		—		—		386
Trading Derivatives		3,320		3,320		386
Derivatives instruments
Asset/Liabilities		819,236		4,650		7,857

The Group entered into the derivative contracts in the course of its risk management activities, in order to hedge financial risks stemming from exchange and interest rate fluctuation.

Foreign exchange rate transactions

The cash flows resulting from the Group’s international activities are exposed to exchange rate volatility. In order to hedge this risk, the Group enters into forward sale and purchase agreements, so as to guarantee the value of identified cash flows in Euro (or in other currencies used locally). The projected future cash flows mainly regard the collection of trade receivables, the settlement of trade payables and financial cash flows.

Forward contracts negotiated on main currencies in effect as of December 31, 2019 to hedge projected future financial cash flows are shown below (in thousand of Euro):

Forward contracts - notional amounts	December 31, 2019
USD		208,079
CHF		5,720
CNY		15,817
GBP		30,183
HKD		—
JPY		47,212
Other		45,242
		352,253

67

All contracts in place at December 31, 2019 have a maturity shorter than twelve months.

All contracts in place at the reporting date were entered into with major financial institutions, and no counterparties are expected to default. A liquidity analysis of the derivative contracts maturities is provided in the financial risks section of these Notes.

Interest rate transactions

The Group enters into IRS contracts in order to hedge the risk of interest rate fluctuations on bank loans. The key features of the IRS agreements in place as at December 31, 2019 are summarized below:

Contract	Currency		Notional amount		Interest rate			Maturity date		FV at December 31, 2019			Hedged item
IRS		Euro		2,184		1,940	%		Dec 2031		(258	)		Fin. Leasing
IRS		Euro		20,000		0,173	%		Feb 2023		(298	)		Loan
IRS		Euro		2,667		0,800	%		Jul 2027		(108	)		Fin. Leasing
IRS		Euro		20,000		0,265	%		Jan 2023		(379	)		Loan
IRS		Euro		80,000		0,474	%		Feb 2021		(1,006	)		Loan
IRS		Euro		50,000		0,255	%		Apr 2023		(962	)		Loan
IRS		Euro		40,000		0,276	%		Aug 2023		(838	)		Loan
IRS		Euro		60,000		0,342	%		Nov 2023		(1,294	)		Loan
				274,851							(5,142	)
Contract	Currency		Notional amount		Interest rate			Maturity date		FV at December 31, 2018			Hedged item
IRS		Euro		2,366		1,940	%		Dec 2031		(211	)		Fin. Leasing
IRS		Euro		20,000		0,173	%		Feb 2023		(126	)		Loan
IRS		Euro		15,000		0,245	%		Dec 2019		(100	)		Loan
IRS		Euro		1,071		0,149	%		Mar 2019		(1	)		Loan
IRS		Euro		20,000		0,300	%		May 2019		(56	)		Loan
IRS		Euro		2,996		0,800	%		Jul 2027		(80	)		Fin. Leasing
IRS		Euro		20,000		0,265	%		Jan 2023		(235	)		Loan
IRS		Euro		80,000		0,474	%		Feb 2021		(1,322	)		Loan
IRS		Euro		50,000		0,255	%		Apr 2023		(502	)		Loan
IRS		Euro		40,000		0,276	%		Aug 2023		(404	)		Loan
IRS		Euro		60,000		0,341	%		Nov 2023		(536	)		Loan
				311,433							(3,573	)

68

The IRS convert variable interest rates on bank loans into fixed interest rates.

They have been arranged with major financial institutions, and no counterparties are expected to default.

Information on financial risks

Capital management

The Group’s capital management strategy is intended to safeguard its ability to guarantee a return to shareholders, protect the interests of other stakeholders and comply with loan covenants, while maintaining a viable and balanced capital structure.

Categories of financial assets and liabilities according to IFRS 7

Financial assets

2019
	Financial assets FVPL		Financial assets FVOCI		Financial assets Amortized costs		Total		Note
Cash and cash equivalents		210,626						210,626		33
Trade receivables						178,222		178,222		28
Other financial assets		50,388				41,225		91,613		26
Other current financial assets		409,700		25,205				434,905		31
Financial assets		670,714		25,205		219,447		915,366

2018
	Financial assets FVPL		Financial assets FVOCI		Financial assets Amortized costs		Total		Note
Cash and cash equivalents		228,920						228,920		33
Trade receivables						161,708		161,708		28
Other financial assets		48,731				39,451		88,182		26
Other current financial assets		535,309		29,875				565,184		31
Financial assets		812,960		29,875		201,159		1,043,994

Financial liabilities

2019
	Financial liabilities FVPL		Financial liabilities FVOCI	Financial liabilities Amortized costs		Total		Note
Non-current financial borrowings					514,263		514,263		36
Current financial borrowings		106,029					106,029		36
Non-current other financial liabilities		236,978					236,978		37
Trade liabilities including customer advances		225,598					225,598		41
Lease Liabilities – Current/Non-current		508,153					508,153		38
Financial Liabilities		1,076,758			514,263		1,591,021

69

2018
	Financial liabilities FVPL		Financial liabilities FVOCI	Financial liabilities Amortized costs		Total		Note
Non-Current financial borrowings					619,952		619,952		36
Current financial borrowings		142,851					142,851		36
Other non-current financial liabilities		207,754					207,754		37
Trade liabilities including customer advances		228,966					228,966		41
Lease Liabilities – Current/Non-current		548,328					548,328		38
Financial Liabilities		1,127,899			619,952		1,747,851

Fair value

The reported amount of derivative instruments, whether assets or liabilities, reflects their fair value, as explained in this Note.

The carrying amount of Cash and cash equivalents, Financial receivables and Trade receivables, as adjusted for impairment where necessary as required by IFRS 9, approximates their estimated realizable value and their fair value.

Lease Liability is reported at the present value, while all of the other financial liabilities are carried at approximately their fair value.

Credit risk

Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognized in the financial statements. Management considers its credit risk to regard primarily the trade receivables generated from the wholesale channel and its cash holding, and mitigates the related effects through specific commercial and financial strategies.

With regards trade receivables, the credit risk management is carried out by monitoring the reliability and solvency of customers, as well as through insurance agreements, as explained also in the section describing risk factors in the Report on Operation.

Trade receivables

A table of summary, by due date, of Trade receivables at the reporting date is indicated In the Note 27 Trade receivables.

Liquidity risk

Liquidity risk represents the risk that the Group cannot meet its financial obligations due to problems in obtaining funds at current market price conditions (funding liquidity risk) or in liquidating assets on the market to find the necessary financial resources (asset liquidity risk).

The first consequence is a negative impact on the income statement, should the Company be forced to incur additional costs to meet its commitments.

The factors which mainly influence the Group’s liquidity are the resources generated or absorbed by current operating and investing activities, the possible distribution of dividends and the expiry and possibility of renewal of debt or the expiry and possibility of liquidation of financial investments of surplus cash. Liquidity needs or surpluses are monitored on a daily basis by the Parent company in order to guarantee effective sourcing of financial resources or adequate investment of liquidity.

70

The negotiation and management of credit lines is coordinated by the Parent company with the aim of satisfying the short and medium-term needs of the individual companies according to efficiency and cost-effectiveness criteria.

It has always been the Group’s policy to sign and constantly maintain with various and diversified banks a total amount of committed credit lines that is considered consistent with the needs of the individual companies and suitable to ensure at any time the liquidity needed to satisfy and comply with all the Group’s financial commitments, at the established economic conditions, as well as guaranteeing the availability of an adequate level of operational flexibility for any expansion programs.

Sensitivity on exchange rate risk

The transaction risks originate mainly from exports of the Group in US dollars, Chinese renminbi, Japanese yen, South Korean won, British Pound and Mexican peso. Risk management is mainly centralized at the distributing companies. Goods transferred for consideration to associates are settled directly in the currency of the country where they operate and sell (with exception of countries where local currency can not be delivered outside the country e.g. South Korean won). This implies the risk that the corresponding value in Euro of revenues determined at the moment of collection is insufficient to cover production costs or to achieve the desired profit margin. This risk is heightened during the significant period between the moment when the sale prices of a collection are set and the moment when revenues are converted into Euro, which extends up to 18 months. The distributing companies enters into currency forward contracts or options, to establish the conversion rate in advance, or a predefined range of conversion rates at future dates. In the years under examination, the Group covered its exchange rate risk almost exclusively with currency forward exchange contracts. To this end, before the preparation of price list and based on market expectations and conditions, the Group arranges hedges that cannot exceed 50% - 60% of forecast sales in foreign currency. In the period following the preparation of the price list, the total outstanding hedge is adjusted on the basis of market conditions and of the orders effectively managed and put into production.

In addition, the Group controls and hedges exposure deriving from changes due to exchange rate changes in the value of assets or liabilities denominated in currencies other than the accounting currency of the individual company, which may affect the income statement (typically intercompany financial receivables/payables) through financial instruments, whose recognition in accordance with IFRS follows the rules of fair value hedge: the profit or loss arising from subsequent assessments of the present value of the hedging instrument is recorded in the income statement as well as the profit or loss on the hedged item. The hedges of the Parent Company’s future transactions in foreign currencies (which can be classified as cash flow hedge pursuant to IFRS) are accounted for in accordance with hedge accounting rules.

The Group has estimated the potential effects on its 2020 income statement and equity, calculated with reference to the situation at the end of 2019 produced by a shock on the exchange rate market (with reference to currencies in which the Group has significant exposure at each closing date), by using internal assessment models based on generally accepted principles.

71

Currency-risk exposure

The following chart indicates the currency-risk exposure of Group-subsidiaries adopting Euro towards the main currencies (value in Euro thousand):

Transaction currency	Net balances in transaction currency			Net balances EURO			Potential effect on profit BT of the period (-5%) *			Potential effect on profit BT of the period (+5%) *
USD		161,266			143,552			7,555			(6,836	)
CHF		(15,713	)		(14,476	)		(762	)		689
CNY		126,650			16,195			852			(771	)
GBP		6,869			8,072			425			(384	)
HKD		1,266			145			8			(7	)
JPY		3,540,778			29,036			1,529			(1,383	)
USD		161,266			143,552			7,555			(6,836	)
					182,524			9,607			(8,692	)

(*) The shock-scenarios are built applying the exogenous variation (+-5%) on current exchange-rates.

The chart below provides the hedged positions centrally negotiated by Group treasury towards the main currencies:

Hedging position per currency	Notional amount in transaction currency			Notional amount in EURO			Hedging potential effect on profit BT of the period (-5%) *			Hedging potential effect on profit BT of the period (+5%) *
USD		167,109			148,753			(7,829	)		7,083
CHF**		(6,208	)		(5,720	)		301			(272	)
CNY		116,889			14,946			(787	)		712
GBP		10528			12,375			(651	)		589
HKD		—			—			—			—
JPY		3,702,063			30,360			(1,598	)		1,446
					200,714			(10,564	)		9,558

(*) The shock-scenarios are built applying the exogenous variation (+-5%) on current exchange-rates.

(**) Treasury hedging accounting for CHF aims at covering currency-risk on future payments.

The following chart summarizes the potential change in equity of hedging instruments negotiated on highly probable transactions.

Derivative instruments on highly probable transactions	Forward sales in transaction currency		Forward sales Euro		Change in equity reserve (-5%) *			Change in equity reserve (+5%) *
USD		66,647		59,326		(3,122	)		2,825
CHF		—		—		—			—
CNY		6,811		871		(46	)		41
GBP		15,152		17,809		(937	)		848
HKD		—		—		—			—
JPY		2,054,937		16,852		(888	)		803
				94,858		(4,993	)		4,517

Further on, the following chart indicates the potential impact on income statement of the exchange rate fluctuation on other financial instruments negotiated in foreign currencies:

Sensitivity on interest rate risk

Sensitivity to interest rate risk is monitored at Group level, by keeping the overall exposure in due consideration, through coordinated management of debt and available liquidity and of the relevant due dates.

72

At December 31, 2019, there were six positions regarding interest rate swap derivatives to hedge the risk of a potential increase in the cost of servicing bank debt due to fluctuations in market rates. The notional value of these positions was Euro 275 million with a negative fair value of approximately Euro 5,141 thousand.

At December 31, 2018, there were five positions regarding interest rate swap derivatives to hedge the risk of a potential increase in the cost of servicing bank debt due to fluctuations in market rates. The notional value of these positions was €311 million with a negative fair value of approximately Euro 2,547 thousand.

The short-term portion of bank debt, used mainly to finance working capital needs, is not covered by an interest rate hedge. The cost of bank debt is equal to Euribor for the period plus a spread that depends on the type of credit facility used. The applied spreads are comparable to the best market standards.

The Group’s principal sources of exposure to interest rate risk derive from short-term and the portion of long-term loans at variable rates.

The Group has estimated the potential effects on its 2020 income statement, calculated with reference to the situation at the end of 2019, produced by a simulation of the change in the yield curve, by using internal assessment models based on generally accepted principles.

Loans (pure variable) – Amount in thousand Euro

Loan amount (nominal)		Total interest rate *			Effect on current income statement		Interest shock (-20%) **			Potential effect on income statement 2020		Interest shock (+20%) **			Potential effect on income statement 2020
	80,000		0.36	%		289		0.27	%		219		0.45	%		359
	10,000		0.27	%		27		0.18	%		18		0.35	%		35
	35,000		0.73	%		254		0.64	%		225		0.81	%		282
	43,750		0.51	%		221		0.44	%		193		0.57	%		249
	35,000		0.42	%		146		0.35	%		123		0.48	%		169
	10,000		0.18	%		18		0.07	%		7		0.30	%		30
	203,750					936					777					1,095

(*) The total interest-rate consists of the fixed spread plus the pure variable-rate.

(**) The shock scenarios are built applying the exogenous variations (+-20%) exclusively on the pure variable-rate.

Loans Short Term (pure variable) – Amount in thousand Euro

Loan amount (nominal)		Total interest rate *			Effect on current income statement		Interest shock (-20%) **			Potential effect on income statement 2020		Interest shock (+20%) **			Potential effect on income statement 2020
	17.500		0,183	%		32,03		0,0736	%		12,88		0,292	%		51,17
	17.500					32,03					12,88					51,17

(*) The total interest-rate consists of the fixed spread plus the pure variable-rate.

(**) The shock scenarios are built applying the exogenous variations (+-20%) exclusively on the pure variable-rate relating the financial position.

73

30. Tax receivables

Tax receivables amount to Euro 71,574 thousand (Euro 67,326 thousand as of December 31, 2018) and include VAT receivables for Euro 50,300 thousand and current tax receivables for Euro 21,274 thousand.

31. Other current financial assets

As of December 31, 2019, the caption amounts to Euro 434,905 thousand (Euro 565,184 thousand as of December 31, 2018) and relates to the deployment of available funds in short-term securities managed by the primary asset management companies entered into by Ermenegildo Zegna Holditalia S.p.A. and Coti S.A.

Business model	2019 HTC/HTCS		2019 HTCS/ Trading		2019 Trading		2019 Total
Fixed income		25,205		77,698				102,903
Certificates				176.575				176,575
Equity				12,334		2,758		15,092
Real estate funds				15,184				15,184
Private equity				17,878				17,878
Mixed funds				44,372				44,372
Private debt				2,006				2,006
Hedge funds						50,470		50,470
Other investment funds						10,425		10,425
Other Current financial assets		25,205		346,047		63,653		434,905

The fair value adjustment of the year amounts to Euro 4,261 thousand, of which Euro 2,463 thousand included in the other comprehensive income (FVOCI) and Euro 1,798 thousand positively impacting the income statement (FVPL).

74

32. Other current assets

Other current assets amount to Euro 30,239 thousand (Euro 32,705 thousand as of December 31, 2018) and are mainly composed by accrued income and deferred charges (Euro 21,307 thousand) and other current assets (Euro 8,932 thousand).

33. Cash and cash equivalents

The caption includes bank deposit and time deposits at banks expire in no more than 3 months.

	December 31, 2019		December 31, 2018
Cash on hand		494		570
Liquid assets		210,132		228,350
Total		210,626		228,920

There are no indicators of impairment as the fair value is higher than the carrying amount.

75

Liabilities and equity

34. Shareholder’ equity

With reference to the movement of shareholder’s equity, refer to the “Statement of change in Equity” included in the financial statement schedules.

34.1 Share capital

As of December 31, 2019 share capital, wholly subscribed and paid, is not changed from prior year and it is represented by no. 4,300,000 shares, each with a value of Euro 1 each.

	Beginning balance, number		Ending balance, number		Ending balance, nominal value
Ordinary shares		4,295,964		4,296,279		4,296,279
Special shares		4,036		3,721		3,721
Total		4,300,000		4,300,000		4,300,000

Share capital is represented by ordinary and special shares, both of them with a nominal value of Euro 1 each.

Special shares are granted to specific person. They do not provide any voting rights, but give the right to the owner to receive dividend. Moreover, these shares are convertible in ordinary share according to Ermenegildo Zegna Holditalia S.p.A. by law.    

34.2 Other reserves and retained earnings

The composition of this caption as of December 31, 2019 and comparative figures as of December 31, 2018 is detailed below:

	December 31, 2019			December 31, 2018
Legal reserves		860			860
Reserve for Treasury Shares		(75,680	)		(75,586	)
First time adoption reserve (IFRS)		(60,939	)		(60,939	)
Other reserves and retained earnings		800,073			804,326
Other comprehensive income reserve (OCI)		6,192			(2,151	)
Total		670,506			666,510

Legal reserve

The legal reserve of consolidated equity equals to Euro 860 thousand and refers to the Parent Company balance.

Reserve for treasury shares

The reserve for treasury shares in the portfolio, at December 31, 2019, amounts to Euro 75,680 thousand (Euro 75,586 thousand at December 31, 2018) and relates to 269,014 ordinary shares.

During the year, the Parent Company purchased n. 315 treasury shares increasing the corresponding negative equity reserve by Euro 94 thousand.

76

First time adoption reserve

The caption, that totals a negative balance of Euro 60,939 thousand and is net of tax effects, includes all the equity adjustments arisen from the changeover to IAS/IFRS for the preparation of the Group consolidated financial statement. The first-time adoption occurred on January 1st, 2018.

Other reserves and retained earnings

The other reserves and retained profit balance total Euro 800,073 thousand as of December 31, 2019 (Euro 804,326 thousand as of December 31, 2018) and includes the other reserves and retained earnings reflected in the Parent Company’s financial statements and retained earnings of consolidated companies.

Other comprehensive income reserve (OCI)

As of December 31, 2019, other comprehensive income reserve totalled, net of the tax effects, a negative balance of Euro 6,192 thousand (negative balance of Euro 2,151 thousand at December 31, 2018).

This caption is the result of the followings:

• the translation reserve amounts Euro 8,896 thousand as of December 31, 2019 (the caption totalled Euro 631 thousand as of December 31, 2018). This voice exclusively refers to the translation differences arisen from the consolidation of foreign operations cumulated from January 1st, 2018 to December 31th, 2020, as the Group decided to set at nil the translation reserve balance at January 1st, 2018.

• the fair value measurement of derivative instruments negotiated for hedging on exchange- rate risk or interest-rate risk (cash flow hedge) totals a negative balance of Euro 2,862 thousand as of December 31, 2019 (the caption totalled a negative balance of Euro 872 thousand as of December 31, 2018);

• the actuarial profit/loss deriving from the re-measurement of employee benefits indemnities under IAS 19R amounts to Euro 202 thousand as of December 31, 2019 (the caption amounted to Euro 597 thousand as of December 31, 2018);

• the fair value adjustment of financial assets (HTCS) under IFRS 9 (FVOCI) totals a negative balance of Euro 44 thousand as of December 31, 2019 (the caption totalled a negative balance of Euro 2,507 thousand as of December 31, 2018)

35. Equity attributable to non-controlling interest

Equity attributable to minorities amounts to Euro 27,705 thousand as of December 31, 2019 (Euro 20,006 thousand as of December 31, 2018) and represents the capital, reserves and profit for the year attributable to third-party shareholders of fully consolidated companies. At December 31, 2019, the amount includes a third-party profit of the period of Euro 4,611 thousand (third-party profit of Euro 3,175, thousand as of December 31, 2018).

In addition to the above, a reduction of the balance is related to the minority dividends paid in 2019, amounting to Euro 2,191 thousand.

As required by IFRS 12, the financial information of companies not entirely controlled by the Group is provided below. The amounts are stated before the consolidation adjustments.

77

December 31, 2019 main figures (amounts in thousands):

Company	Group’s percentage interest			Local currency		Total Assets		Total Equity		Net Revenues		Net Income/(loss)		Dividends paid to non controlling shareholders
Thom Browne Inc.		85	%		USD		145,210		80,092		180,500		21,372		—
Gruppo Dondi S.p.A.(*)		65	%		Euro		34,201		22,199		11,837		886		(506	)

(*) Net Revenues & Net income from August, 2019

36. Non current and current financial borrowings

As of December 31, 2019 and 2018, non-current and current bank borrowings with previous year comparison are indicated below:

2019	Current		Non-current
Bullet loans		106,029		513,279
Other financial loans		—		984
Non current and current financial borrowings		106,029		514,263
2018	Current		Non-current
Bullet loans		142,851		619,809
Other financial loans				143
Non current and current financial borrowings		142,851		619,952

For Non-current bullet loans repayment schedules is summarized below:

	2021		2022		2023		2024		Total
Nun-current Bullet loans		136,029		107,500		221,250		48,500		513,279
Financial interests		4,043		3,416		1,742		387		9,588
Total repayment		140,072		110,916		222,992		48,887		522,867
	2020		2021		2022		2023		Total
Nun-current bullet loans		136,029		106,029		107,500		271,250		620,808
Financial interests		6,027		4,666		4,179		1,523		16,395
Total repayment		142,236		110,695		116,679		272,773		637,203

The Group generally borrows at fixed interest rates and manages the risk of interest fluctuation of those loans at a variable interest rate through hedging arrangements (fully described in note financial risk-management – interest rate risk).

78

The bullet loans are set forth hereunder by their portions with fixed and variable interest rates:

	Variable interest rate			Fixed interest rate
Current – bullet loans		None			80,000
Interest rate range		None			0.3%-1,05	%
Non-current – bullet loans		203,750			335,584
Interest rate range		0.266%-0.725	%		0.77%-1.326	%

The non-current and non current bullet loan as at December 31, 2019, are set forth below:

Borrower	Amount (Euro thousand)		Type of loan	Currency		Expiry date		Interest rate			Current portion (Euro thousand)		Non-current portion (Euro thousand)
Co.Ti Service S.A.		30,000	Term loan		Eur		02/20		1,05	%		30,000		—
Co.Ti Service S.A.		10,000	Term loan		Eur		02/22		0,79	%				10,000
Co.Ti Service S.A.		5,000	Term loan		Eur		03/22		0,79	%				5,000
Ermenegildo Zegna Holditalia S.p.A.		20,000	Term loan		Eur		11/23		1,22	%				20,000
Ermenegildo Zegna Holditalia S.p.A.		50,000	Term loan		Eur		04/20		0,30	%		50,000		—
Ermenegildo Zegna Holditalia S.p.A.		80,000	Term loan		Eur		02/21		1,29	%				80,000
Ermenegildo Zegna Holditalia S.p.A.		7,059	Term loan		Eur		12/21		0,80	%		3,529		3,530
Ermenegildo Zegna Holditalia S.p.A.		80,000	Term loan		Eur		09/22		0,36	%				80,000
Ermenegildo Zegna Holditalia S.p.A.		10,000	Term loan		Eur		09/22		0,27	%				10,000
Ermenegildo Zegna Holditalia S.p.A.		10,000	Term loan		Eur		12/22		1,25	%				10,000
Ermenegildo Zegna Holditalia S.p.A.		35,000	Term loan		Eur		01/23		0,73	%				35,000
Ermenegildo Zegna Holditalia S.p.A.		20,000	Term loan		Eur		01/23		1,75	%				20,000
Ermenegildo Zegna Holditalia S.p.A.		20,000	Term loan		Eur		02/23		0,97	%				20,000
Ermenegildo Zegna Holditalia S.p.A.		15,000	Term loan		Eur		03/23		0,77	%				15,000
Ermenegildo Zegna Holditalia S.p.A.		40,000	Term loan		Eur		08/23		1,33	%				40,000
Ermenegildo Zegna Holditalia S.p.A.		42,249	Term loan		Eur		06/23		0,51	%		12,500		29,749
Ermenegildo Zegna Holditalia S.p.A.		95,000	Term loan		Eur		11/23		1,09	%		10,000		85,000
Ermenegildo Zegna Holditalia S.p.A.		50,000	Term loan		Eur		12/24		0,77	%				50,000
Ermenegildo Zegna Holditalia S.p.A.		—	Term loan		Eur		12/22		0,50	%
		619,308										106,029		513,279

37. Other Non current financial liabilities

As of December 31, 2019, Other non-current and current financial liabilities with previous year comparison are indicated below:

2019	Non-current
Options		229,088
Bond		4,287
Other		3,603
Other Non current financial liabilities		236,978

79

2018	Non-current
Options		200,312
Bond		4,287
Other		3,155
Other Non current financial liabilities		207,754

Options that follows IAS 32 relate to contractual commitments (put option) on minority interest quota, and collectively amount to Euro 202,993 thousand. Those put options are related to Thom Browne Inc. (15% on total shares to be exercised between 2023 and 2030), Dondi Group S.p.A. (35% on total shares to be exercised between 2029 and 2034) and Lanificio Ermenegildo Zegna & Figli S.p.A. (10% on total shares).

The option that follows IFRS2, amounts to Euro 26,095 thousand, is connected to the Group CEO and it is based on different conditions.

The caption Bond relates to non-convertible debenture loans of Euro 4,287 thousand. The due date is November 30, 2030. There has been no redemption of bonds during the current year.

The caption Other mainly includes a financing granted by a minority shareholder of a Group’s company not fully owned (Euro 3,101 thousand).

38. Current and non-current Lease liabilities

The lease liabilities consist of liabilities recognized to account for finance and operating lease under IFRS 16. The lease liability is measured at the present value of the lease payments that are not paid at year end. The lease payments are discounted using either the interest rate implicit in the lease or the interest borrowing rate.

The following table summarizes the lease liabilities of 2019 per maturity date:

	2020		2021		2022		2023		Beyond		Total
Current lease liabilities		102,516		—		—		—		—		102,516
Non-current lease liabilities		—		84,483		73,115		63,636		184,403		405,637
Total Lease liabilities		102,516		84,483		73,115		63,636		184,403		508,153

The following table summarizes the financial interests on relative lease liabilities per maturity date:

	2020		2021		2022		2023		Beyond
Financial interests of the period		9,744		7,725		6,102		4,704		15,118

The following table summarizes the lease liabilities of 2018 per maturity date:

	2019		2020		2021		2022		Beyond		Total
Current lease liabilities		105,255		—		—		—		—		105,255
Non-current lease liabilities		—		42,967		83,743		71,886		244,478		443,074
Total lease liabilities		105,255		42,967		83,743		71,886		244,478		548,329

80

The following table summarizes the financial interests on relative lease liabilities per maturity date:

	2019		2020		2021		2022		Beyond
Financial interests of the period		11,305		9,578		7,593		5,998		19,478

39. Provision for risk and charges

The Provisions for risks and charges represent management’s best estimate of the amount of potential liabilities. In the Directors’ opinion, based on the information available to them, the total amount allocated for risks and charges at the reporting date is adequate in respect of the liabilities that could arise from them.

The following table shows the provision for risk and charges in 2019 and 2018 (in thousand of Euro):

	2019		2018
Legal & Fiscal risks		16,353		14,612
Leased store restoration		15,076		13,973
Sales return reserve		6,740		7,463
Others provision		11,089		20,148
Provision for risks and charges		49,258		56,196

40. Employee termination indemnities

As of December 31, 2019 employee termination indemnity and other benefit obligations amount to Euro 30,573 thousand (Euro 28,694 thousand in 2018).

The following table shows the changes in employee defined benefit liabilities in 2019 and 2018 (in thousand of Euro):

	2019			2018
Employee termination indemnities as of 01/01		28,694			23,624
Service cost		1,560			7,519
Financial charges		180			194
Changes included in the income statement		1,740			7,713
Actuarial (gain) loss		513			(725	)
Translation differences		(23	)		280
Changes included in other comprehensive income		490			(445	)
Benefit paid		(1,364	)		(2,198	)
Change in scope and other reclass		1,013
Employee termination indemnities as of 31/12		30,573			28,694

81

The main financial assumptions used in determining the present value of employee severance indemnities of the Group’s Italian companies are detailed below:

	December 31, 2019			December 31, 2018
Annual rate of salary increase		0.5% / 2.3	%		0.5%  / 2.3	%
Annual discount rate		0.076% / 0.6246	%		1,354% / 1,445	%
Inflation rate		1.5	%		1.5	%

As regards the demographic assumptions used in determining defined benefit liabilities of the Group’s Italian companies, the figure used as a benchmark for the mortality rate is that for the Italian population recorded by ISTAT in 2018 and 2017 broken down by age and gender.

The main financial assumptions used in determining the present value of employee benefit liabilities related to Group’s non-Italian companies are detailed below:

	December 31, 2019			December 31, 2018
Annual rate of salary increase		0.8% / 5.0	%		0.8% / 5.0	%
Annual discount rate		-0.218% / 3.467	%		0.149% - 4.561

As for the demographic assumptions used in measuring the defined benefit liabilities of the Group’s non-Italian companies, the figure used as a benchmark for the mortality rate is the standard one for each local population, broken down by age and gender, while for the staff turnover rate annual frequencies have been calculated based on the individual companies’ data.

Here below is a quantitative sensitivity analysis for the main assumptions as at 31 December 2019 concerning the main employee benefit obligations and service costs (in thousand of Euro):

	December 31, 2019
(000/€)	+50 bps on DBO			-50 bps on DBO
Annual discount rate		(725	)		777
Inflation rate		581			(554	)
Probability of termination with payment		993			(1,644	)

The above sensitivity analysis is based on reasonable changes in the key assumptions at the end of the reporting period.

41. Trade Liabilities including customer advances

The caption is detailed as follows (in thousand of Euro):

	December 31, 2019		December 31, 2018
Trade liabilities		190,397		194,242
Advances		35,201		34,725
Trade liabilities including customer advances		225,598		228,967

82

42. Tax liabilities

The balance of the caption amounts to Euro 65,366 thousand (Euro 61,850 thousand as of December 31, 2018) and is detailed as follow (in thousand of Euro):

Tax liabilities	2019		2018
Direct taxes		35,777		31,623
VAT		18,860		23,455
Withholding taxes		9,736		6,061
Other		993		711
Total		65,366		61,850

43. Other current liabilities

As of December 31, 2019, the balance of the caption amounts to Euro 83,018 thousand (Euro 88,406 thousand as of December 31, 2018) and are detailed as follows (in thousand of Euro):

	December 31, 2019		December 31, 2018
Social security institutions		9,462		9,097
Due to employees		39,493		34,617
Other		13,921		14,339
Accrued expenses		18,518		28,282
Deferred income		1,624		2,071
Other current liabilities		83,018		88,406

These amounts are fully due within the next accounting period. Personnel payables refer to the deferred compensations, accrued and untaken leave and related contributions.

Accrued expenses principally include payroll accruals and rental expenses.

OTHER INFORMATION

Remuneration of Directors, key Executives with strategic responsibilities, other related parties connected to Directors, Shareholders, Board of Statutory Auditors

2019	Cost for services and other costs		Personnel costs		Employee termination indemnities		Non-current financial liabilities		Other current financial liabilities
Board of Directors		3,020		1,698		521		32,713		—
Key executives		1,125		5,350		6		181,534		1,335
Other related parties connected to Directors and shareholders		39		1,014		20		2,146		200
Board of statutory auditors		159
		4,343		8,062		547		216,393		1,535

83

Related party transactions

Related party transactions, including inter-group transactions, are neither exceptional nor unusual, but are part of the ordinary course of business for companies of the Group. Such transactions, when not concluded under standard conditions or dictated by specific regulatory conditions, are in any case governed by conditions consistent with those of the market.

Transactions with related companies:

2019
Related Companies	Revenues		Cost for raw materials and services		Financial expenses		Trade receivables		Trade liabilities incl. customer advances		Non-current financial borrowings
Finissaggio Ferraris		11		345		—		16		119		—
Gruppo Schneider		10		9,815		—		10		1,104		—
Pettinatura di Verrone		—		20		—		—		19		—
PKB bank AG		—		—		44		—				5,000
		21		10,180		44		26		1,242		5,000

In particular, transactions with:

• Finissaggio Ferraris relates to supplies of industrial services (fabrics’ finishing);

• Gruppo Schneider refers to the acquisition of raw materials (wool);

• Pettinatura di Verrone are referred to the purchase of industrial services;

• PKB Bank AG: relates to an interest-bearing loan amounting to Euro 5,000 thousand expiring on March 2022.

Transaction with Fondazione Zegna

Fondazione Zegna is a charity characterized by a lean organization structure and a deep commitment to voluntary work on the part of the Zegna family and Group employees. It supports and funds projects in co-operation with no-profit organizations operating in various fields and different parts of the world. Contribution to Fondazione amounted to Euro 999 thousand in 2019.

Remuneration of independent auditors

As provided by the new paragraph 16-bis of the art. 2427 of the Italian Civil Code (required by paragraph 16 of the art. 37 of the Italian Legislative Decree 39/2010), independent auditors’ fees for the annual auditing services required by law and for other auditing services are shown in the table below (in thousand of Euro):

Type of services	Audit Firm	Provided to	2019 Fees
Audit services	Deloitte & Touche S.p.A.	E.Z.Holditalia S.p.A.		256
Audit services	Deloitte & Touche S.p.A. and Deloitte Network	Subsidiaries		1,760
				2,016

Reported fees relate to 2019 services and do not include expenses.

84

Important subsequent events as at the financial statement closing date

After the closing date as at December 31, 2019, the Company did not identify any subsequent events that would have required adjustment in the financial statements other than the restatement described in Appendix 2.

Relevant non adjusting subsequent events:

• Both 2020 and 2021 were impacted by the pandemic Covid-19;

• During 2020, due to the pandemic covid-19, the Group revised some of the Business Plans used in order to calculate the debt to minority interest according to IAS 32 for Lanificio Ermenegildo Zegna S.p.A. and Thom Browne Group. The total consideration of the two agreements amount approximately to Euro 7,800 thousand;

• During 2020, the Group decided and finalized the merge of Lanerie Agnona S.p.A. in Lanificio Ermenegildo Zegna S.p.A.;

• During 2020, the Group decided and finalized the merge of Sorgenti S.r.l. in Ermenegildo Zegna Real Estate S.r.l.;

• During 2020, the Group decided and finalized the merge of Zegna Latin America Participacoes LTDA in Ezesa Brasil Participacoes LTDA;

• During 2020, the Group decided and finalized the merge of Operadora Roez, S. A. de C. V. in Ermenegildo Zegna Mexico;

• During 2020, due to the pandemic covid-19, the Group revised the Business Plan related to the equity investment in Tom Ford. The total consideration amounts approximately to Euro 7,800 thousand;

• On December 4^th, 2020 the Group entered into two agreements to sell the operations in Korea and to sell the woman business; the total consideration of the two agreements amount to Euro 500 thousand and has been collected in 2021;

• On December 16^th, 2020 the CEO of Zegna Group formally renounced to his vested shares for a gain to P&L of Euro 10 thousands;

• On February 23, 2021 a restructuring plan for the company Italco SA was announced;

• In May 2021 approval of a project for the spin-off of certain real estate properties and other assets;

• In May 2021 an agreement concerning the purchase of a real estate property in London (already 50% owned by the Group) for a consideration of GBP 36,500 thousand has been reached and is being finalized;

• On May 13th 2021 purchase of a share of TB for a consideration of USD 37,400 thousand corresponding to Euro 30,653 thousand. After the deal the share of Zegna in TB grows to 90%;

• On May 27^th 2021 purchase agreement of a 60% share of Tessitura Ubertino.

The global business of Ermenegildo Zegna continued to be impacted by the COVID-19 pandemic. Persisting lockdowns and temporary store closures, in particular in Europe, lasting restrictions on public life including comprehensive social distancing measures as well as ongoing international travel restrictions are expected to continue to weigh on the recovery of the overall industry as well as performance of the Group, especially in the first half of 2021.

85

On the basis of the above and in accordance with the majority of experts, and industry analysts, the Group expects full recovery to pre-pandemic demand in European countries and most Asian economies, excluding China and Dubai, to take place not before mid-2022.

On the ground of actions enforced to support the business, such as activating remote sales tools and procedures, and permanent efficiency action operated in 2020 the Management and the Board of Directors have evaluated various prospective scenarios and believe that the Group has sufficient financial resources to guarantee compliance with its obligations for the 2021 financial year.

To date, there are no tensions on the Group’s financial structure; it presents an adequate level of liquidity and credit lines to meet any greater and unexpected financial needs in the more immediate future.

Given the above, the Board of Directors has not identified significant uncertainties for the future of the Parent Company and its subsidiaries.

Information pursuant to Article 1, Section 125, Law No. 124 of 4 August 2017

In order to be compliant with the obligation to highlight the economic advantages received from the Public Administration, we point out the relationships recorded in 2019 financial statements between the Zegna Group subsidiaries, in particular EZ Real Estate S.r.l. and Lanificio Ermenegildo Zegna & Figli S.p.A., and the following public authorities:

• Regione Piemonte – Euro 75 thousand in favor of EZ Real Estate S.r.l. to the contribution provided for the the ski resorts overhaul and maintenance;

• Regione Piemonte – Euro 38 thousand in favor of EZ Real Estate S.r.l. to the contribution provided for the forest areas of “Natura 200” sites;

• CSEA – “Cassa per i servizi Energetici e Ambientali” - Euro 23 thousand in favor of Lanificio Ermenegildo Zegna & Figli S.p.A. related to the contribution provided to large energy users;

• GSE – Turnover to the GSE amounted to Euro 1,000 thousand in favor of Lanificio Ermenegildo Zegna & Figli S.p.A. and relates to the sale of electricity produced by the Hydroelectric Power Plants of Sessera stream. With reference to photovoltaic plant incentives provided by GSE amounted to Euro 75 thousand and have been recorded in the income statement.

Valdilana, June 21, 2021

For and on behalf of the Board of Directors

The Chairman                Paolo Zegna

86

Appendix 1 – Consolidation

ERMENEGILDO ZEGNA HOLDITALIA S.p.A.

Companies consolidated as of December 31, 2019

Company	Registered office		Currency		Share capital		Held directly by		% Direct		% Group 2020		% Group 2019
Companies consolidated on a line-by-line basis
Parent company
Ermenegildo Zegna Holditalia S.p.A.		Valdilana (BI)		EUR		4,300,000
Italian subsidiaries
In.co. S.p.A.		Biella		EUR		4,050,000		E.Z. Holditalia		100.00		100.00		100.00
Lanificio Ermenegildo Zegna e Figli S.p.A.		Valdilana (BI)		EUR		3,100,000		E.Z. Holditalia		90.00		90.00		90.00
Ezi S.p.A.		Milan		EUR		5,750,000		E.Z. Holditalia		100.00		100.00		100.00
Lanerie Agnona S.p.A.		Valdilana (BI)		EUR		3,900,000		E.Z. Holditalia		90.00		90.00		90.00
E.Z. Real Estate S.r.l.		Valdilana (BI)		EUR		2,000,000		E.Z. Holditalia		100.00		100.00		100.00
Agnona S.r.l.		Milano		EUR		2,010,000		E.Z. Holditalia		100.00		100.00		100.00
Bonotto S.p.A.		Molvena (VI)		EUR		1,239,600		E.Z. Holditalia		60.00		60.00		60.00
Sorgenti EZ.L S.r.l.		Valdilana (BI)		EUR		17,000		E.Z. Real Estate S.r.l.		100.00		100.00		100.00
Cappellificio Cervo S.r.l.		Biella		EUR		300,000		E.Z. Holditalia		51.00		51.00		51.00
Thom Browne Services Italy S.r.l.		Milan		EUR		10,000		Thom Browne Trading SA		100.00		85.00		85.00
Thom Browne Retail Italy S.r.l.		Milan		EUR		10,000		Thom Browne Services Italy S.r.l.		100.00		85.00		85.00
Gruppo Dondi S.p.A.		Carpi (MO)		EUR		1,502,800		E.Z. Holditalia		65.00		65.00		0.00
Foreign subsidiaries
Ermenegildo Zegna Giyim Sanayi ve Tic. A. S.		Istanbul (Turkey)		TRY		5,291,439		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna H.m.b.H.		Wien (Austria)		EUR		610,000		E.Z. Holditalia		100.00		100.00		100.00
Société de Textiles Astrum France S.à.r.l.		Paris (France)		EUR		1,600,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna GmbH		Munich (Germany)		EUR		6,577,421		E.Z. Holditalia		100.00		100.00		100.00
Zegna Japan Co., LTD		Minato-Ku-Tokyo (Japan)		JPY		100,000,000		E.Z. Holditalia		100.00		100.00		100.00
Fantasia (London) Limited		London (UK)		GBP		7,000,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna S.A. de C.V.		Ciudad de Mexico (Mexico)		MXN		250,000,000		E.Z. Holditalia		100.00		100.00		100.00
Ezeti Portugal. S.A.		Lisbon (Portugal)		EUR		800,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Madrid S.A.		Madrid (Spain)		EUR		901,500		Ezeti		70.00		70.00		70.00
Ezeti S.L.		Sant Quirze (Spain)		EUR		500,032		Italco		100.00		100.00		100.00
Italco S.A.		Sant Quirze (Spain)		EUR		1,911,300		E.Z. Holditalia		99.05		100.00		100.00
Co.Ti. Service S.A.		Stabio (Switzerland)		CHF		27,940,000		E.Z. Holditalia		100.00		100.00		100.00
Consitex S.A.		Stabio (Switzerland)		CHF		15,000,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Corporation		Englewood (NY)		USD		500,000		E.Z. Holditalia		100.00		100.00		100.00
Zegna (China) Enterprise Management Co., Ltd.		Shanghai (China)		CNY		58,309,140		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna (China) Co., LTD		Shanghai (China)		CNY		50,000,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Korea LTD		Seoul (Korea)		KRW		6.876.000.000		E.Z. Holditalia		100.00		100.00		100.00
Alan Real Estate S.A.		Stabio (Switzerland)		CHF		9,200,000		E.Z. Real Estate S.r.l.		100.00		100.00		100.00
Ismaco Amsterdam B. V.		Istanbul (Turkey)		EUR		226,890		E.Z. Holditalia		100.00		100.00		100.00
Operadora Roez, S. A. de C. V.		Ciudad de Mexico (Mexico)		MXN		9,858,245		E. Z. S. A. de C. V.		100.00		100.00		100.00
Ermenegildo Zegna Far-East Pte LTD		Singapore		SGD		21,776,432		Consitex S.A.		100.00		100.00		100.00
Ermenegildo Zegna Hong Kong LTD		Hong Kong		HKD		7,740,000		Consitex S.A.; E. Z. Far East		100.00		100.00		100.00
E. Zegna Trading Hong Kong LTD Taiwan Branch		Hong Kong		TWD		114,747,800		E.Z. Far East		100.00		100.00		100.00
Ermenegildo Zegna Canada Inc.		Toronto (Canada)		CAD		700,000		Consitex S.A.		100.00		100.00		100.00
Ermenegildo Zegna Australia PTY LTD		Sydney (Australia)		AUD		18,000,000		E.Z. Far East		100.00		100.00		100.00
E. Z. New Zealand LTD		Auckland (New Zeland)		NZD		1,550,000		E.Z. Holditalia		100.00		100.00		100.00
Ezesa Argentina S.A.		Buenos Aires (Argentina)		ARS		27,246,979		E.Z. Holditalia; Italco		100.00		100.00		100.00
E. Z. Thai Holding Ltd		Bangkok (Thailand)		THB		3,000,000		E.Z. Holditalia		49.33		49.33		49.33
The Italian Fashion Co. LTD		Bangkok (Thailand)		THB		16,000,000		E. Z. Thai H.; E.Z Far East		99.37		64.53		64.53
Zegna South Asia Private LTD		Mumbai (India)		INR		902,316,770		E.Z. Holditalia		51.00		51.00		51.00
ISMACO TEKSTİL LİMİTED ŞİRKETİ		Istanbul (Turkey)		TRY		10,000,000		E.Z.Holditalia, Ismaco		99.85		100.00		100.00
Zegna Latin America Participacoes LTDA		San Paolo (Brazil)		BRL		22,475,000		E.Z. Holditalia		100.00		100.00		100.00
Ezesa Brasil Participacoes LTDA		San Paolo (Brazil)		BRL		65,125,300		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna (Macau) LTD		Kowloon Bay (Hong Kong)		HKD		4,650,000		E.Z. Hong Kong		100.00		100.00		100.00
Ermenegildo Zegna Malaysia Sdn. Bhd.		Kuala Lumpur (Malaysia)		MYR		3,000,000		E.Z. Far East		100.00		100.00		100.00
61 West 23rd Street LLC		Wilmington (U.S.A.)		USD		12,637,342		Alan Real Estate S.A.		100.00		100.00		100.00
Ermenegildo Zegna Maroc S.A.R.L.A.U.		Casablanca (Morocco)		MAD		530,000		E.Z. Holditalia		100.00		100.00		100.00
Ermenegildo Zegna Vietnam LLC		Hanoi City (Vietnam)		VTD		41,741,000,000		E.Z. Holditalia		70.00		70.00		70.00
Achill Land Pty Ltd.		Armidale NSW (Australia)		AUD		10,200,000		Alan Real Estate S.A.		60.00		60.00		60.00
Zegna Gulf Trading LLC		Dubai (UAE)		AED		300,000		Consitex S.A.		49.00		49.00		49.00
EZ US Holding Inc.		Wilmington (NY)		USD		1,000,099		Consitex S.A.		100.00		100.00		100.00
Thom Browne Inc.		Wilmington (NY)		USD		5,510		E.Z. Holditalia		85.00		85.00		85,00
Thom Browne Japan Inc.		Tokyo (Japan)		JPY		1,000,000		Thom Browne Inc.		100.00		85.00		85,00
Thom Browne Trading SA		Stabio (Switzerland)		CHF		100,000		Thom Browne Inc.		100.00		85.00		85,00
Thom Browne France Services		Paris (France)		EUR		50,000		Thom Browne Trading SA		100.00		85.00		85,00
Thom Browne UK Limited		Beckenham (UK)		GBP		1		Thom Browne Trading SA		100.00		85.00		85,00
Tailoring Luxury Co., Ltd.		Shanghai (China)		USD		900,000		Thom Browne Trading SA		100.00		85.00		85,00
Thom Browne (Macau) Limited		Hong Kong		HKD		500,000		Thom Browne Trading SA		100.00		85.00		0.00
E.Zegna Attica Single Member Societé Anonyme		Athens (Greece)		EUR		650,000		E.Z. Holditalia		100.00		100.00		0.00
Investments valued at equity
Pelletteria Artigiana S.r.l.		Florence		EUR		206,816		E.Z. Holditalia		50.00		50.00		50.00
Achill Station Pty Ltd.		Armidale NSW (Australia)		AUD		2,239,127		Alan Real Estate S.A.		60.00		60.00		60.00
Investments at fair value
Acquedotto Piancone S.r.l.		Valdilana (BI)		EUR		42,000		LEZ		66.66		66.66		66.66
Pettinatura di Verrone S.r.l.		Verrone (BI)		EUR		3,000,000		LEZ		15.00		15.00		15.00
Consorzio Turistico Alpi Biellesi		Valdilana (BI)		EUR		32,500		E.Z. Real Estate S.r.l.		50.77		50.77		50,77
Sharmoon.EZ.Garments Co. Ltd		Wenzhou (China)		CNY		100,000,000		E.Z. Holditalia		50.00		50.00		50.00
F2 S.r.l.		Schio (VI)		EUR		90,000		Bonotto S.p.A.		49.00		49.00		49.00
Elah Dufour S.p.A.		Genova (GE)		EUR		26,650,000		E.Z. Holditalia		10,00		10,00		10,00
Bea Biella S.r.l.		Busalla (GE)		EUR		130,000		E.Z. Real Estate S.r.l.		22.00		22.00		22.00
Future 101 Design Private Ltd		New Delhi (India)		INR		100,000		E.Z. Holditalia		17.50		17.50		12.50
Valdilana, Italy
May 14, 2019
For and on behalf of the Board of Directors
The Chairman Paolo Zegna

87

Appendix 2 - AMENDMENTS TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019 APPROVED BY THE BOARD OF DIRECTORS ON MAY 19, 2020

As a part of the process of preparing the consolidated financial statements as at December 31, 2020 Group Management made refinements to the processes adopted to determine certain accounting estimates. As a result of these changes, it emerged that the effects of these refinements were also reflected in the estimates made in previous years. Therefore, the Group deemed it appropriate to re-approve the consolidated financial statements as at December 31, 2019 in order to incorporate the consequent changes also with reference to the figures for FY 2019 and, where applicable, FY 2018 included in these consolidated financial statements, in order to improve the comparability of the figures for the different periods.

The revision of the estimates previously made also took into account new information acquired by Management in the meantime.

The changes made to the balance sheet and income statement are described below:

• Recognition of the final results of the Purchase Price Allocation process relating to the acquisition of the company Gruppo Dondi S.p.A. in 2019, with reference to which transitional allocations had previously been made;

• Revision of the estimates made with reference to the Group’s inventory impairment provision, specifically for the release of provisions relating to fiscal years 2018 and 2019 with reference to the Thom Browne Group’s inventory impairment provision and to the Company EZI S.p.A., and release of the inventory impairment provision previously recognized in fiscal year 2019 referring to Spring/Summer 2020 finished goods and pertaining to fiscal year 2020;

• Restatement of certain liabilities to employees relating to both fiscal 2019 and 2018, including changes to certain assumptions used for IAS 19 calculation purposes of Italco SA and Ismaco Tekstil;

• Review of the plans used for the impairment test of the Brookfield store, which showed the need to write down part of its assets already in fiscal year 2018;

• Revision of estimates with reference to the recoverability of deferred tax assets of certain Group companies with reference to both 2018 and 2019;

• Revision of the estimates of certain fair values with respect to the application of IFRS 9 with reference to 2019.

• The release in 2018 first time adoption reserve of a provision which appeared to be conservatively stated and previously recorded in the 2018 consolidated statement of profit and loss.

The amendments described above resulted in a decrease in consolidated profit with respect to fiscal 2019 of Euro 3,328 thousand and a decrease in consolidated statement of profit and loss with respect to fiscal 2018 of Euro 1,980 thousand.

It should also be noted that the amendments described above resulted in an increase in consolidated shareholders’ equity relating to fiscal year 2019 of Euro 3,713 thousand and an increase in consolidated shareholders’ equity relating to fiscal year 2018 of Euro 8,891 thousand.

88

Impact of the changes made

The impacts on the balance sheet and income statement resulting from the process of amending the income statement data for the years ended December 31, 2019 and 2018 and the balance sheet data for the years ended December 31, 2019 and 2018 are presented below.

The tables below provides for a summary of the key adjustments made.

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(000/€)

	As previously reported 2019			Adjustments			As restated 2019
Revenues		1.321.327			—			1.321.327
Other income		26.932			1.670			28.602
Revenues and other income		1.348.259			1.669			1.349.928
Costs for raw materials and consumables		(301.229	)		(838	)		(302.067	)
Costs for services		(383.729	)		(11.099	)		(394.828	)
Personnel costs		(339.479	)		543			(338.936	)
Depreciation, amortization and impairment of assets		(174.940	)		1.119			(173.821	)
Write downs and other provisions		(4.882	)		1.068			(3.814	)
Other operating costs		(54.849	)		15.252			(39.597	)
Operating Profit/(Loss)		89.151			7.714			96.865
Financial income		—			19.165			19.165
Financial expenses		(14.254	)		(11.852	)		(26.106	)
Exchange gains/(losses)		—			(9.826	)		(9.826	)
(Write downs)/Revaluations of equity investments		(1.534	)		—			(1.534	)
Profit/(Loss) before taxes		73.363			5.201			78.564
Income taxes		(32.530	)		(8.529	)		(41.059	)
Profit/(Loss) for the year		40.833			(3.329	)		37.504
Profit/(Loss) for the year attributable to shareholders of the parent company		36.091			(3.198	)		32.893
Profit/(Loss) for the year - attributable to non controlling interests		4.742			(131	)		4.611

89

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(000/€)

	As previously reported 31/12/2019		Adjustments			As restated 31/12/2019
Non-current assets
Property plant and equipment		267.122		1.919			269.041
Investment property		55.162		—			55.162
Intangible assets with a finite useful life		74.110		—			74.110
Right of use		471.957		—			471.957
Goodwill		311.526		(920	)		310.606
Investments at equity method		46.197		(18.403	)		27.794
Deferred tax assets		58.597		622			59.219
Other financial assets		73.210		18.403			91.613
Total non-current assets		1.357.881		1.620			1.359.501
Current assets
Inventories		309.350		5.241			314.591
Trade receivables		178.222		—			178.222
Derivatives financial instruments		6.468		—			6.468
Tax receivables		71.574		—			71.574
Other current financial assets		436.350		(1.445	)		434.905
Other current assets		30.239		—			30.239
Cash and cash equivalents		210.627		—			210.627
Total current assets		1.242.830		3.796			1.246.626
TOTAL ASSETS		2.600.711		5.416			2.606.127
Equity
Share capital		4.300		—			4.300
Other reserves and retained earnings		663.961		6.545			670.506
Profit/(Loss) for the year		36.091		(3.198	)		32.893
Total equity attributable to shareholders of the parent company		704.352		3.347			707.699
Total equity attributable to non controlling interest		27.340		365			27.705
Total equity		731.692		3.713			735.405
Non-current liabilities
Non-current financial borrowings		540.072		(25.809	)		514.263
Other non-current financial liabilities		233.375		3.603			236.978
Lease liabilities		405.637		0			405.637
Provision for risks and charges		58.051		(8.793	)		49.258
Employee termination indemnities		25.561		5.012			30.573
Deferred tax liabilities		38.655		968			39.623
Total non-current liabilities		1.301.351		(25.019	)		1.276.332
Current liabilities
Current financial borrowings		83.823		22.206			106.029
Lease liabilities		102.515		0			102.515
Derivative financial instruments		11.863		—			11.863
Trade liabilities including customer advances		225.598		—			225.598
Tax liabilities		65.366		—			65.366
Other current liabilities		78.503		4.515			83.018
Total current liabilities		567.668		26.721			594.389
Liabilities held for sale		—		—			—
Total liabilities held for sale		—		—			—
TOTAL EQUITY AND LIABILITIES		2.600.711		5.416			2.606.127

90

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(000/€)

	As previously reported			Adjustments			As restated
	2018						2018
Revenues		1.182.563			—			1.182.563
Other income		30.420			46			30.466
Revenues and other income		1.212.983			46			1.213.029
Costs for raw materials and consumables		(201.423	)		(4.970	)		(206.393	)
Costs for services		(379.104	)		(10.698	)		(389.802	)
Personnel costs		(314.382	)		(7.117	)		(321.499	)
Depreciation, amortization and impairment of assets		(162.453	)		(1.349	)		(163.802	)
Write downs and other provisions		(13.627	)		12.877			(750	)
Other operating costs		(56.045	)		15.820			(40.225	)
Operating Profit/(Loss)		85.949			4.609			90.558
Financial income		15.853			—			15.853
Financial expenses		(24.327	)		(12.878	)		(37.205	)
Exchange gains/(losses)		(4.550	)		—			(4.550	)
(Write downs)/Revaluations of equity investments		(3.956	)		—			(3.956	)
Profit/(Loss) before taxes		68.969			(8.269	)		60.700
Income taxes		(31.311	)		6.289			(25.022	)
Profit/(Loss) for the year		37.658			(1.980	)		35.678
Profit/(Loss) for the year attributable to shareholders of the parent company		34.847			(2.344	)		32.503
Profit/(Loss) for the year - attributable to non controlling interests		2.811			364			3.175

91

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(000/€)

	As previously reported		Adjustments			As restated
	31/12/2018					31/12/2018
Non-current assets
Property plant and equipment		257.818		(1.303	)		256.515
Investment property		54.717		—			54.717
Intangible assets with a finite useful life		77.182		—			77.182
Right of use		514.480		—			514.480
Goodwill		296.675		—			296.675
Investments at equity method		48.333		(18.427	)		29.906
Deferred tax assets		57.164		11.649			68.813
Other financial assets		69.755		18.427			88.182
Total non-current assets		1.376.123		10.347			1.386.470
Current assets
Inventories		304.389		1.921			306.310
Trade receivables		161.708		—			161.708
Derivatives financial instruments		4.650		—			4.650
Tax receivables		67.326		—			67.326
Other current financial assets		565.184		—			565.184
Other current assets		32.705		—			32.705
Cash and cash equivalents		228.920		—			228.920
Total current assets		1.364.882		1.921			1.366.803
Assets held for sale		—					—
Total assets held for sale				—			—
TOTAL ASSETS		2.741.006		12.267			2.753.273
Equity
Share capital		4.300		—			4.300
Other reserves and retained earnings		655.651		10.859			666.510
Profit/(Loss) for the year		34.847		(2.344	)		32.503
Total equity attributable to shareholders of the parent company		694.798		8.515			703.313
Total equity attributable to non controlling interest		19.630		376			20.006
Total equity		714.428		8.891			723.319
Non-current liabilities
Non-current financial borrowings		634.588		(14.636	)		619.952
Other non-current financial liabilities		204.599		3.155			207.754
Lease liabilities		443.073		—			443.073
Provision for risks and charges		65.169		(8.973	)		56.196
Employee termination indemnities		23.106		5.588			28.694
Deferred tax liabilities		41.895		(3.622	)		38.273
Total non-current liabilities		1.412.430		(18.487	)		1.393.943
Current liabilities
Current financial borrowings		131.370		11.481			142.851
Lease liabilities		105.255		—			105.255
Derivative financial instruments		8.684		—			8.684
Trade liabilities including customer advances		228.966		—			228.966
Tax liabilities		57.692		4.158			61.850
Other current liabilities		82.180		6.226			88.406
Total current liabilities		614.147		21.865			636.012
Liabilities held for sale		—					—
Total liabilities held for sale		—		—			—
TOTAL EQUITY AND LIABILITIES		2.741.005		12.268			2.753.273

92