Prada : 06/05/2016 Supplemental Circular to the Circular to Shareholders dated April 21, 2016 in relation to the Integration of the Composition of the Board of Directors and Supplemental Notice of the Annual General Meeting

3601735-t01circ THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in PRADA S.p.A., you should at once hand this supplemental circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Via A. Fogazzaro n. 28, 20135 Milan, Italy

Registry of Companies of Milan, Italy: No. 10115350158

(Incorporated under the laws of Italy as a joint-stock company)

(Stock Code: 1913) SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED APRIL 21, 2016 IN RELATION TO THE INTEGRATION OF THE COMPOSITION OF THE BOARD OF DIRECTORS AND SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

This supplemental circular should be read together with the Circular to Shareholders dated April 21, 2016. A supplemental notice convening the Shareholders' General Meeting, which will be held as original scheduled, is set out on pages 7 to 9 of this supplemental circular.

A Second Proxy Form for use at the Shareholders' General Meeting is also enclosed. The Second Proxy Form is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and on the website of the Company (www.pradagroup.com). Whether or not you are able to attend the meeting, you are requested to complete and return the Second Proxy Form in accordance with the instructions printed thereon to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, but in any event no later than 48 hours before the time appointed for the holding of the meeting. Completion and return of the Second Proxy Form will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

May 6, 2016

Page

Definitions 1 Letter from the Board 3 Supplemental Notice of Annual General Meeting 7

In this supplemental circular, unless the context requires otherwise, the following expressions have the following meaning:

"Board" the Board of Directors of the Company

"By-laws" the by-laws of the Company

"Circular" the circular to Shareholders dated April 21, 2016 in respect of matters to be considered at the Shareholders' General Meeting

"Closing Time" 48 hours before the time appointed for the Shareholders'

General Meeting

"Company" PRADA S.p.A., a company incorporated under the laws of Italy as a joint-stock company, the shares of which are listed on the Main Board of the Stock Exchange

"Directors" the directors of the Company

"First Proxy Form" the proxy form which was sent to Shareholders on April 22, 2016 together with the Circular

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" May 4, 2016 being the latest practicable date prior to the

printing of this supplemental circular for ascertaining the information contained in this supplemental circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Notice" the notice of the Shareholders' General Meeting set out on pages 8 to 11 of the Circular

"Second Proxy Form" the new proxy form sent together with this supplemental

circular

"Share(s)" share(s) of Euro 0.10 each in the share capital of the Company

"Shareholder(s)" holder(s) of Share(s)

"Shareholders' General Meeting" the annual general meeting of the Company to be held in

Milan (Italy) at the Company's registered office at Via A. Fogazzaro n. 28, on Tuesday, May 24, 2016 at 12:00 noon CET time or 6:00 p.m. Hong Kong time and any adjournment thereof, notice of which is set out on pages 8 to 11 of the Circular. In accordance with article 17.4 of the Company's by-laws, persons entitled to attend and vote at the Shareholders' General Meeting are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the registered office of Prada Asia Pacific Limited at 36/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Substantial Shareholders" has the meaning ascribed thereto in the Listing Rules