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DEED OF RECORD (proces-verbaal)

On the seventeenth day of April two thousand and twenty-four as of nine hours ante meridiem, I, Dirk-Jan Jeroen Smit, civil law notary, officiating in Amsterdam, the Netherlands, attended the annual general meeting of shareholders of Ferrari N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, and its corporate office address at Via Abetone Inferiore N.4, I-41053 Maranello (MO), Italy, registered with the trade register of the Dutch Chamber of Commerce under number 64060977 (hereinafter referred to both as Ferrari and the Company), held at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, which could also be followed via a live webcast that was available on the Company's website (both the annual general meeting of shareholders and the corporate body consisting of the shareholders present at that meeting are hereinafter referred to as the Meeting), with the purpose of taking notarial minutes of the Meeting.

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I, Dirk-Jan Jeroen Smit, civil law notary aforementioned, have recorded the following:

1. Opening.

Mr. John Elkann, as Chairman of the Meeting (the Chairman), opened the Meeting at nine hours ante meridiem and on behalf of the board of directors of the Company (the Board or the Board of Directors) welcomed all attendees. He announced that:

  • Mr. Benedetto Vigna, CEO (Chief Executive Officer) was attending the Meeting through video conference;
  • Mr. Piero Ferrari, Vice Chairman of the Board, was following the Meeting via webcast, together with certain other members of the Board;
  • Mr. Carlo Daneo, General Counsel and Secretary of the Board, was appointed as Secretary of this Meeting;
  • I, Dirk-Jan Smit, civil law notary aforementioned attended the Meeting with the purpose of preparing notarial minutes of the Meeting as civil-law notary;
  • the external auditor Mr. Marcel van Leeuwen (Deloitte Accountants B.V., the Netherlands) was present at the meeting and available to answer any questions relating to their audit report on the Company's annual accounts, tabled under agenda item 2.e. The external auditor Mr. Stefano Montanari (Deloitte & Touche S.p.A., Italy) was present through video conference;
  • Mr. Antonio Picca Piccon, Chief Financial Officer, was following the Meeting via webcast;
  • the Meeting would be held in English and headphones were available for simultaneous translation of English into Dutch for those who would like to use them;
  • the notice for the Meeting was published on the Company's website on the fifth day of March two thousand and twenty-four; and
  • the meeting had been convened in accordance with the legal and statutory requirements.

The Chairman kindly requested those attending the Meeting in person to switch off mobile phones and similar equipment during the Meeting and the persons attending via video conference to stay at all times on mute mode except if and when they were required to speak. The use of audio/video recording devices by shareholders was not allowed. He informed the Meeting that the Company would make the recordings of the Meeting available on its website following the day of the Meeting.

In the interest of a smooth course of the Meeting, the Chairman invited anyone wishing to speak in relation to the items on the agenda to reserve time to speak at the shareholders' assistance table and specify the issues that they wished to discuss. The Chairman kindly requested those who wished to address the Meeting to use one of the microphones in the meeting room and, as soon as he had granted them permission to address the Meeting, to state their name clearly and, if applicable, also the name of the person or of the company

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that such person was representing. The Chairman requested shareholders who would be called to speak at the microphone to be concise and be strictly relevant to the agenda items being discussed. Any speeches, which would become a mere disturbance or interference for the other participants, or which would be offensive or improper, would not be allowed. The Chairman noted that questions should be posed preferably in English. Questions could also be in Dutch. Responses would be in English.

The Chairman stated that he would reserve the right to limit the time that a shareholder could address the meeting in order to ensure that all shareholders were given a chance to participate in the discussions. As a guideline the Chairman considered that a maximum of approximately five (5) minutes would be appropriate for each speaker on each agenda item during which time voting declaration should be made. In the interest of an orderly course of proceedings, the Chairman stated that he reserved the right to deny a shareholder the right to continue to speak if such a shareholder did not limit his time to approximately five (5) minutes or if questions did not relate to the agenda item being discussed or did not relate to the business of the Company. He further explained that shareholders had also been given the right to submit written questions regarding the agenda items of the Meeting by email until the tenth day of April two thousand and twenty-four at five hours post meridian CEST (Central European Summer Time). This email had to include the name, the surname, the number of shares held by the shareholder, the agenda item to which the question referred and the bank or broker statement of such shareholder at the record date, being the twentieth day of March two thousand and twenty-four (the Record Date). The Chairman informed the Meeting that the Company had received certain written questions before such deadline with respect to agenda item 2. Voting by proxy had taken place until the voting cutoff date of the tenth day of April two thousand and twenty-four by eleven hours post meridian CEST. He continued with explaining that voting during the Meeting would take place electronically. The voting results would be displayed on the screen upon close on the vote. Votes abstained would not be calculated as part of the votes cast. The official results would be published on the Company's website after the Meeting in compliance with applicable laws and regulations. Agenda items would be discussed in accordance with the order of the agenda of the Meeting and agenda sub-items would be discussed in sequence. The Chairman noted that if in relation to agenda sub-items questions would arise, he would park such questions until he would have closed the discussion on the last sub-item of the agenda item, unless such question could be immediately answered.

The Chairman noted that voting on sub-items would be deferred until he would have closed the discussion on the last sub-item on the agenda or, if any, the last parked question.

The Chairman then asked the shareholders to insert their smart card into their voting device with the chip facing the shareholder and said that each shareholder had to see his/her name appear in the display. If this was not the case, he asked to raise a hand so that Computershare could assist. The smartcard could be kept inserted in the voting device for the entire duration of the Meeting. When the shareholders would be requested to vote, the shareholder would have to press the button of its choice, whereby button 1 should be

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pressed to vote for a proposal, button 2 to vote against a proposal and button 3 to abstain from a proposal. The Chairman also referred to the instructions that had been handed out at the entrance to the meeting room.

The Chairman explained that if a person was a holder of special voting shares and such person wished to exercise a split vote or a person generally wished to exercise a split vote on his holdings, such person was asked to go to the shareholders' assistance table for assistance. The voting device was to be returned to Computershare at the entrance of the meeting room whenever a person temporarily left and at the end of the Meeting. Furthermore, the Chairman informed the Meeting that some journalists were listening through webcast.

After opening and explaining the meeting procedures and voting mechanics, the Chairman started with the Company's feedback on the year two thousand and twenty-three and emphasized that it had been quite a year. He pointed out that many people had been at the trackside on the eleventh day of June two thousand and twenty-three to witness another incredible milestone in Ferrari history with a remarkable win at Le Mans. It was an unforgettable day, full of passion and emotion. It tied Ferrari's past, present, and future together, and served as a reminder of the importance of finding the courage and humility to always keep improving. There were many aspects of this thrilling victory that had made it special. It marked Ferrari's victorious return to the Top Class of the World Endurance Championship and Ferrari had done that on the centenary of that legendary race, one that has a place at the very heart of Ferrari's story and the whole of motorsport history. The Chairman continued by saying that it was even more than that. It was the fact that Ferrari achieved that win in a uniquely Ferrari way. Le Mans was a team victory in the broadest sense of the word. It extended beyond Ferrari's drivers and technicians, every area of the Company had worked together to contribute to Ferrari's hypercar's success. That's what true teamwork means: by working together as one company across the Company's three souls, racing, sports cars and lifestyle, Ferrari closed the year two thousand and twenty- three with record results and achievements. The Chairman said that Mr. Benedetto Vigna would bring an in-depth analysis of the intense and extraordinary year. Despite a challenging macroeconomic environment, the strength of the Company's brand and the vitality of the Company's business had been confirmed once again. Ferrari's uniqueness in the luxury sector was manifest not just in the Company's solid financial performance, which had set new records. It was demonstrated in the predictability and consistent achievement of results, and through the delivery of the Company's promises, creating a sense of trust among investors. The constant pursuit of excellence in everything the Company does was testament to the Company's desire to, audaciously, redefine the limits of possible, pushing the boundaries of technology and innovation, as was seen in the Company's five (5) sports car launches of two thousand and twenty-three. He noted that it was hard to pick just one and asked to allow him to share a highlight with the Meeting, the Ferrari Roma Spider, revealed in March two thousand and twenty-three on a glamorous night in Marrakech, Morocco. It had been a memorable premiere which attracted selected clients from around

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the world, marking the culmination of the Ferrari Cavalcade. The unveiling was immediately ignited by the widespread enthusiasm among Ferrari's clients for this masterpiece, which had soon earned rave reviews for its timeless elegance.

The Chairman further explained that Ferrari's commitment to excellence was also reflected in the Company's lifestyle activities. The Company's fashion collections, which paid homage to the Prancing Horse's iconic elegance, had gained international recognition following the Company's shows at the Milan Fashion Weeks. Likewise, in the Company's constant quest to elevate Ferrari's brand, Ferrari's collaborations with selected partners had also led to the creation of some unique and exclusive products, like the Ferrari Stilema SP3 with Montblanc, just to mention one. Meanwhile, the Ferrari Museums' popularity continued to grow. The year two thousand and twenty-three was an all-time record year for both the Modena and Maranello Museums, with about seven hundred fifty thousand (750,000) annual visitors, proving the passion of Ferrari's tifosi and the strength of the Ferrari brand. The Chairman then turned to the subject of racing at the very heart of the Company. He pointed out that he had already mentioned the World Endurance Championship. The year two thousand and twenty-three had been a difficult, often unrewarding season for Scuderia Ferrari. Whilst Ferrari's win in Singapore had send out an encouraging signal, as did Ferrari's two podium finishes, and Ferrari's recent one-two victory in Melbourne, Australia after the first three Grand Prixes of the current season, Ferrari knows that it must continue to work relentlessly. The passion of the millions of tifosi worldwide is a constant motivation for Ferrari to improve. Being competitive means seizing opportunities when they arise. It means knowing how to make the most of them, even in trying times. It means paying attention to the smallest details. It means having the right people who can make the difference. The Chairman pointed out that the Company continued to attract some of the finest national and international talent. The Chairman then said that he was not only talking about great champions like Lewis Hamilton, but also of the engineers, technicians and that the same was true for Ferrari's sports car and lifestyle activities. He continued by pointing out that an outstanding year like two thousand and twenty-three was unquestionably down to the women and men of the Prancing Horse. The Company's achievements were down to their skill, passion and teamwork, and Ferrari knows that as a unique company, Ferrari must continue to reward their dedication and foster a unique sense of belonging. The Chairman noted that, with that in mind, the Company had launched its broad-based share ownership plan earlier this year. Each of the Company's employees had been offered the option to become a Ferrari shareholder and to receive a one-off grant of shares, free of charge. He was delighted to report that ninety-eight point seven per cent. (98.7%) of the Company's workers in Italy had taken advantage of this successful initiative. The Company will extend it, as anticipated, to all the Company's colleagues on a global level. He continued by mentioning that the Company was also introducing new additional welfare programmes for the Company's employees, being the extension of health check-ups, and parental support. Last but not least, the Chairman said that the Company had also received Equal Salary Certification, for the first time, on a global level. Achievements and initiatives like these

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remind the Company's people how valued and included they are. Beyond the racetrack, beyond the open road, beyond Ferrari's factory gates, lied a deeper purpose. Enzo Ferrari had a visionary foresight about how education could enrich a community, in fact, he had embraced this ethos even before our Company's journey began. The Chairman stated that the vision of the Company's founder lived on in many initiatives in and around the Company's local area, like the Dino Ferrari technical high school in Maranello, which Enzo founded to provide generations of young mechanics with the skills they needed for the future. The Chairman pointed out that last November two thousand and twenty-three, Mr. Benedetto Vigna and he attended the school's sixtieth anniversary, and he was pleased to report that the close relationship between the Company and these students remained as strong as ever, based on an exchange of skills and abilities. Also, during the Ferrari Gala last October two thousand and twenty-three in New York, United States of America, the Company's clients generously contributed to a local project with global ambitions that started with that very same school, aimed at evolving and modernising the educational offering, enabling the Company to realise new infrastructure and open advanced laboratories. At this day, the Chairman said, Enzo Ferrari's legacy would continue to drive the Company on to create a better future for the Company's people and community, and the Company believed in the power of education in doing so.

The Chairman stated that everything he had mentioned had been made possible by the shareholders' unwavering support. He concluded by thanking the valued shareholders for believing in Ferrari and handed the Meeting over to Mr. Benedetto Vigna who would take the Meeting through the outstanding results of the year two thousand and twenty-three, and the Company's priorities for the current year.

Mr. Vigna thanked the Chairman and welcomed everyone to the Meeting. Mr. Vigna started by saying that the year two thousand and twenty-three had been another landmark year for Ferrari, with several accomplishments that had strengthened the Company's brand even further. He pointed out that the Company's achievements had spanned the three souls of the Company: racing, sports cars and lifestyle.

  • In racing, Mr. Vigna noted that the Company's most memorable moment, as the Chairman had already mentioned, was the historic victory at Le Mans. He said that he did not have the need to add anything more to what has already been said about Formula 1. He assured the Meeting of the utter determination of the entire team to continue to improve and to compete at the very highest levels.
  • In sports cars, Mr. Vigna said that the Company, as committed during the Company's capital markets days, had launched five (5) new models, further enriching the Company's product offering. In addition, the Company had created a wealth of new experiences to bond Ferrari's client community. He referred to unique and truly engaging events such as Finali Mondiali, Ferrari's Cavalcades and the Ferrari Legacy Tours for owners of iconic models of the past.
  • In lifestyle, Mr. Vigna stated that the year two thousand and twenty-three had been a year of learning and progress. It showed many positive indicators, such as

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improved retail performance and the increasing desirability of items in Ferrari's collections, such as the iconic new bag, the Maranello Clutch. He said that the Company also saw record numbers of visitors to Ferrari's museums and the Company created many successful activations to immerse the Company's clients in the world of the Prancing Horse, with key events designed to bring racing and brand together.

Mr. Vigna asked the Meeting to please be patient for a few minutes as he would tell the Meeting about another exciting, all-encompassing new brand activation that would happen in the next weeks.

Mr. Vigna first continued by saying that all these achievements were reflected in the Company's record full year financial results across all metrics. He pointed out that these successes were even more significant in the face of the global tensions, supply chain disruption and cost inflation that characterised last year's scenario. He then said that the Company had learned a lot from these challenges and would overcome them all.

He asked the Meeting to review a few key numbers from the year two thousand and twenty- three together:

  • revenues at approximately six billion euros (EUR 6,000,000,000);
  • EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) of two point twenty-eightbillion euros (EUR 2,280,000,000) with record yearly EBITDA margin of thirty-eightpoint two per cent. (38.2%);
  • net profit well over one billion euros (EUR 1,000,000,000) threshold, with a remarkable net profit margin of twenty-one per cent. (21%); and
  • industrial free cash flow generation at approximately nine hundred thirty million euros (EUR 930,000,000), of which about eight hundred million euros
    (EUR 800,000,000) to be distributed to shareholders, between dividends and share

buyback.

Mr. Vigna pointed out that this strong business performance in two thousand and twenty- three was sustained by three (3) main factors:

  1. an already rich product mix;
  2. a surprisingly strong personalisation uptick; and
  3. a favourable country mix.

Mr. Vigna stated that thanks to the strong financial performance achieved in two thousand and twenty-three, the Board of Directors had recommended a dividend distribution of two point four hundred forty-three euro (EUR 2.443) per common share, implying an increase of thirty-five per cent. (35%) compared to the prior year and corresponding to a total distribution of approximately four hundred forty million euros

(EUR 440,000,000) which would be alongside the Company's ongoing multi-year share repurchase programme.

Mr. Vigna then turned to the present year. Following the initial phase of the Company's business plan, characterised by revenues and profitability expansion, in two thousand and twenty-four, the Company would continue to grow its top line, while consolidating

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percentage margins. He said that the Company expected these to expand further towards the end of the current business plan. He noted to the Meeting that beyond the cold numbers of the Company, the following could be expected in the year two thousand and twenty-four:

  1. in racing: the Company will compete at the top in Formula 1 and endurance. The Company recently confirmed the world endurance championship teams, and in Formula 1, the Company had reinforced its team and expanded the manufacturing area, which was already up and running;
  2. in sports cars: the Company will further enrich the Company's product offering with three (3) important new model launches, and the Company will continue to enhance its client experiences, both on track and on road. These are not only for owners of brand- new models; there will also be tailored events for Ferraristi with pre-owned cars and classics. In the Company's history, it had crafted roughly two hundred and fifty (250) different Ferrari models and to the Company they are all equally important; and
  3. in lifestyle: two thousand and twenty-four will be another year of learning and progress, with an array of activities designed to build scale, while elevating and continuing expanding our visibility.

Mr. Vigna said that with no doubt, Ferrari will have another exciting year ahead. With that in mind, he wanted to highlight two important events for the Company that will happen in the future:

  1. first, on the twenty-first day of June two thousand and twenty-four, the Company will inaugurate its new e-building. This state-of-the-art plant will assure the Company of flexibility and technical capacity in excess of the Company's needs for years to come. Here, the Company will handcraft the dedicated electric axles and batteries that will power future Ferraris; and
  2. secondly, a couple of weeks following the Meeting, in the United States of America, the

Company will host a unique and exclusive experience for the Company's clients, that will bring the Company's brand to life through a series of activations encompassing all three of Ferrari's souls.

Mr. Vigna explained that Ferrari's Cavalcade International, the pinnacle of Ferrari client driving events, will bring owners together from all over the world as they drive through the scenic landscapes of Nashville, Tennessee, and Florida. The Cavalcade will culminate in an unmissable climax, the world premiere of a new Ferrari model in Miami. And these two events will be accompanied by a privileged view of the latest Ferrari fashion capsule collection.

He furthermore said that last but not least, a fortunate few clients will have the opportunity to live the Miami Grand Prix to its fullest with exclusive Ferrari hospitality by Casa Ferrari, right at the heart of the race.

Racing, sports cars and lifestyle all together: events like this keep Ferrari's founder's spirit alive, inspiring the Company to follow his will to progress in its daily work.

Mr. Vigna stated that progress is fuelled by ideas and, at Ferrari, they constantly proposed and welcomed new ideas, from all its employees, because ideas lead to innovation. Two

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thousand and twenty-three had been a strong year for innovation at Ferrari, as is reflected in the significant increase in the number of patent proposals that had been put forward by the Company's employees in recent years. Just in the year two thousand and twenty-three, the Company had submitted one hundred eighty-one (181) patent applications in Italy. That is a patent application every two (2) days. Mr. Vigna then went on to say that he would like to announce another exciting new beginning on the subject of innovation. He said that just a few days before the Meeting, the Company had inaugurated E-Cells Lab in collaboration with the University of Bologna, Italy, and NXP. This laboratory would make a significant contribution to research in the field of electrochemistry, and the project reflects the importance of collaboration between the academic and business worlds. Not only that, the lab would also foster innovation in Ferrari's local area and help to build the skills of the future.

Mr. Vigna then reminded the Meeting of a commitment that is taken very serious at Ferrari: their journey to carbon neutrality by the year two thousand and thirty. Mr. Vigna was proud to say that the Company had made significant progress throughout two thousand and twenty-three:

  • the Company had reduced their scope one (1) and two (2) emissions by seven per cent. (7%) year-over-year in two thousand and twenty-three, and by sixteen per cent. (16%) versus two thousand and twenty-one;
  • the Company had saved one hundred twenty (120) tons of aluminium and this saving would double in the year two thousand and twenty-four;
  • the Company had built its first prototype engine from recycled aluminium; and
  • the Company had also installed solar panels in its facilities to provide an extra two point four (2.4) megawatts peak power compared to last year.

Mr. Vigna said that this commitment to carbon neutrality would continue. In the months following the Meeting an additional one (1) megawatt peak power would become available from the Renewable Energy Community, the first ever energy community in Italy to be backed by an industrial company for the benefit of its local area. He stated that this was just a demonstration of the moral obligation the Company feels to give back to local community. The new plant at Fiorano, Italy, will generate an average production of around one thousand five hundred (1,500) megawatt hour for twenty (20) years, avoiding approximately four hundred and fifty (450) tons of carbon dioxide (CO2) emissions per year. He stated that a further goal was to shut down the Company's trigenerator by summer two thousand and twenty-five.

Mr. Vigna pointed out that all these activities would prove the Company's commitment to reduce its environmental footprint through a measurable scientific approach, while driving sustainable innovation. Ferrari's people were all fully committed to this goal. He said that if someone would come to Maranello and would talk to Ferrari's employees, everyone - from Ferrari's designers and engineers to Ferrari's managers - would be well aware of the carbon footprint behind every decision they make.

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Mr. Vigna concluded by thanking the shareholders for their constant trust and direct dialogue and passed over to the Chairman to continue the Meeting.

Coming to the formal business of the Meeting where the resolutions set out in the agenda for the Meeting would be discussed and the relevant voting results received by proxy ahead of the Meeting would be displayed, the Chairman noted that the information regarding the attendance list and the information regarding the number of votes cast at the Meeting were the following:

  • As at the Record Date the Company had a total number of two hundred fifty-seven million two hundred seventy-two thousand six hundred and eleven (257,272,611) issued shares and a total number of two hundred forty-three million four hundred ninety-five thousand two hundred and three (243,495,203) voting rights.
  • No votes could be cast on shares held by the Company or any of its subsidiaries.
  • According to the attendance list, two hundred four million five hundred forty-four thousand six hundred and eighty-six (204,544,686) outstanding shares equal to eighty-four per cent (84%) of all outstanding shares in the capital of the Company were present or represented at this Meeting. The total number of voting rights at this Meeting amounted to two hundred four million five hundred forty-four thousand six hundred and eighty-six (204,544,686).
  • In total two hundred four million five hundred forty-three thousand and thirty-four (204,543,034) votes had been cast by the use of electronic means of communications prior to the Meeting. These voting instructions had been processed by entering the voting instructions for each individual agenda item into the electronic voting system. Votes already cast by use of electronic means would be included in the voting results.

The Chairman then turned to item 2 of the agenda which was the annual report for the financial year two thousand and twenty-three (the 2023 Annual Report). The 2023 Annual Report had been made available on the Company's website and at the Company's office from the fifth day of March two thousand and twenty-four, the date on which the notice for the Meeting had been published.

The Chairman announced that he would spend a few moments providing a brief summary and explanation of all seven (7) agenda sub-items.

He explained that the first three (3) agenda sub-items were discussion items only. In line with legislation in the Netherlands, the shareholders were asked for an advisory vote on the fourth agenda sub-item. The last three (3) agenda sub-items of this agenda item 2 were voting items.

The Chairman informed the Meeting that: sub-item 2(a) concerned the report of the Board of Directors for the financial year two thousand and twenty-three which is contained in the 2023 Annual Report and it was a discussion item only; sub-item 2(b) concerned the policy on additions to reserves and on dividends and it was a non-voting item for discussion only.

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Disclaimer

Ferrari NV published this content on 24 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 June 2024 12:56:05 UTC.