race-2022-12-31-en

For the years ended December 31,

(€ million)

EBIT and Adjusted EBIT

Letter from the Chairman and the Chief Executive Officer

Dear Stakeholders,

2022 was a year of progress and innovation for Ferrari in each of its three pillars: racing, sports cars and lifestyle. In the year

of our 75th anniversary, many different moments and milestones marked our Company’s evolution.

From a financial perspective, we ended 2022 with a remarkable set of results, setting a new record across all metrics. Last

year, our Group recorded net revenues of Euro 5.1 billion, strong net profit at Euro 939 million and more than Euro 750

million of industrial free cash flow generation.

2022 was an important year for racing, where our origins lie. We celebrated memorable victories in the Endurance

Championship and we unveiled the 296 GT3, the V6 that will replace the outgoing 488 GT3, that has delivered over 500 wins

and takes its place in history as the most successful racing Ferrari so far.

In October we unveiled our new Le Mans hypercar, the 499P. It signals Ferrari’s return to the top tier of the FIA World

Endurance Championship in the 2023 Season – 50 years after we last competed for the outright win.

In Formula 1, our competitive edge improved during the last World Championship. Of course, our goal is to achieve the

ultimate prize, but it was encouraging for us, and the millions of fans who give us their unfailing support, to see our drivers

fighting for victory.

We launched exciting new sports cars models in 2022: the 296 GTS, the latest pinnacle of our 2-seater berlinetta sports

spider concept, and the Purosangue, a game-changing new Ferrari powered by our most iconic engine, the naturally-aspirated

V12. These cars strengthen an already astonishingly high-calibre range that has received international acclaim and awards for

performance, innovation and design, that exceeds our customers’ expectations offering them the pure driving thrills that only

a Ferrari can provide.

The enthusiasm of our clients is expressed also by their attendance levels at all our events. In fact, in 2022 we had an

unprecedented number of unrivalled client experiences. On the brand events side we extended our Casa Ferrari hospitality in

several global venues and in Australia we held our Universo Ferrari concept for the first time. On the dynamic events, we

ranged from our Cavalcades to our engaging track activities. The Finali Mondiali, which we held in Imola in the last quarter,

was definitely a great success and brought more than 40 thousand fans together. All of these client experiences are designed

to continue to fuel the passion and sense of belonging within the Ferrari Family.

It was also a significant year for our lifestyle activities, one of the pillars of our brand’s long-term growth. We continued our

journey in brand elevation with two Ferrari fashion shows in Milan Fashion Week’s official calendar. We grew also our

assortment on high image items and high traffic builders and we reached a record level of visitors at our museums,

welcoming more than 6 hundred thousand guests in 2022. We are determined to keep on working to extend our heritage and

values in the wider luxury industry, offering the highest quality products and unique experiences with a special focus on the

younger generation.

An anniversary is a time to celebrate our achievements, but most importantly, it is a time to look ahead and plan new projects.

In June, with the Ferrari Leadership Team, we presented our strategic plan during the Capital Markets Day. By setting

transparent, concrete, and measurable goals, we laid out our development trajectory to secure our long-term success as the

world’s most distinctive and innovative luxury brand. Our key objectives include launching 15 new models between 2023

and 2026, our electrification plan – including the much-anticipated first full electric Ferrari, to be unveiled in 2025 – and

achieving carbon neutrality by 2030.

We are building on our strategy of “Different Ferrari for different Ferraristi, different Ferrari for different moments” in order

to satisfy a diverse customer profile – and we are tailoring our range of products to be unique. From an industrial standpoint,

this will be achieved by pushing innovation through our selected partnerships whilst we will continue to make our core

components in-house, just as Ferrari has always done, such as the electric engine, the battery pack and the inverters.

Cutting across all pillars of our business is Ferrari’s commitment to decarbonization through a scientific and holistic

approach to all sources of emissions. The focus is not solely on the impact of driving our cars, but on our entire supply chain

and production facilities. We are proud that we will deliver this with a commitment to set Science Based Targets.

We completed many projects in 2022 to achieve this goal: from our new Fuel Cell plant and photovoltaic system in

Maranello, to the innovations fueled by our employees, such as the adoption of new filters in our foundry saving more than

250 tons of aluminum per year and the heat dispersion recovery in our engine testing process. All these initiatives

implemented in 2022 led to a reduction of approximately 5% of energy consumption per car.

By adopting some of our own personnel’s ideas, Ferrari aims to become a catalyst for change and to promote sustainable

innovation centered on people, profits and planet.

In line with this, we will continue to reinforce our connections with the local community by promoting the education of

young people. And, as we move our Company forward into a decade of responsible development with an inclusive and

diverse working environment, we maintain our contribution through initiatives such as the creation of the Bosco Ferrari

forestation scheme to benefit our territory’s biodiversity, and our support of a major art conservation project in Assisi.

We would like to thank you, our stakeholders, for helping us realize all this in 2022. The impressive results we have achieved

would not have been possible without you and neither the future we are planning together.

February 24, 2023

John Elkann Benedetto Vigna

Chairman Chief Executive Officer

Introduction

About this report

This document, referred to hereafter as the “Annual Report and Form 20-F” or “Annual Report”, constitutes both the

statutory annual report in accordance with Dutch legal requirements (“AFM Annual Report”) and the annual report on Form

20-F (“Form 20-F”), applicable to Foreign Private Issuers, pursuant to Section 13 or 15(d) of the United States (“U.S.”)

Securities Exchange Act of 1934, for Ferrari N.V. for the year ended December 31, 2022, except as noted below.

For the cross-references of the content of this document to the Form 20-F requirements please refer to the “Form 20-

F Cross Reference” section included elsewhere in this document.

This Annual Report is filed with the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten,

the “AFM”). The following sections have been removed for our Annual Report filing with the AFM:

•Form 20-F cover page;

•Corporate Governance — Differences between Dutch Corporate Governance Practices and NYSE Listing Standards;

•Report of Independent Registered Public Accounting Firm in respect of Internal Control over Financial Reporting

for the SEC filing;

•Report of Independent Registered Public Accounting Firm in respect of the PCAOB audits of the 2022 financial

statements for the SEC filing;

•Exhibits; and

•Signatures.

This Annual Report and the exhibits hereto are filed with the U.S. Securities and Exchange Commission (“SEC”)

and unless otherwise stated, all references in this document to “Form 20-F” refer to the SEC filing. The following sections

have been removed for our Form 20-F filing with the SEC:

•Letter from the Chairman and the Chief Executive Officer;

•2023 Outlook;

•Corporate Governance — Disclosures pursuant to Decree Article 10 EU-Directive on Takeovers;

•Corporate Governance — Responsibilities in respect to the Annual Report;

•Non Financial Statement;

•Controls and procedures — Statement by the Board of Directors;

•Company Financial Statements;

•Other Information — Additional Information for Netherlands Corporate Governance; and

•Independent auditor’s report — Report on the audit of the financial statements 2022 included in the Annual Report

in respect of the AFM filing.

Certain Defined Terms and Note on Presentation

Certain Defined Terms

In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Group”, the “Company” and “Ferrari”

refer to Ferrari N.V., individually or together with its subsidiaries as the context may require. References to “Ferrari N.V.”

refer to the registrant.

Note on Presentation

This Annual Report includes the consolidated financial statements of Ferrari N.V. at December 31, 2022 and 2021,

and for the years ended December 31, 2022, 2021 and 2020 prepared in accordance with International Financial Reporting

Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as well as IFRS as adopted by the

European Union. There is no effect on these consolidated financial statements resulting from differences between IFRS as

issued by the IASB and IFRS as adopted by the European Union. The consolidated financial statements and the notes to the

consolidated financial statements are referred to collectively as the “Consolidated Financial Statements”.

Basis of Preparation of the Consolidated Financial Statements

The Group’s financial information is presented in Euro. In some instances, information is presented in U.S. Dollars.

All references in this document to “Euro” and “€” refer to the currency introduced at the start of the third stage of European

Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, and all

references to “U.S. Dollars” and “$” refer to the currency of the United States of America (the “United States” or the “U.S.”).

The language of this Annual Report is English. Certain legislative references and technical terms have been cited in

their original language in order that the correct technical meaning may be ascribed to them under applicable law.

The financial data in the section “Results of Operations” is presented in millions of Euro, while the percentages

presented are calculated using the underlying figures in thousands of Euro.

Certain totals in the tables included in this document may not add due to rounding.

Except otherwise disclosed within this Annual Report, no significant change has occurred since the date of the

Consolidated Financial Statements.

Forward-Looking Statements

Statements contained in this Annual Report, particularly those regarding our possible or assumed future

performance, competitive strengths, costs, dividends, reserves and growth as well as industry growth and other trends and

projections, are “forward-looking statements” that contain risks and uncertainties. In some cases, words such as “may”,

“will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “continue”, “on track”,

“successful”, “grow”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”,

“guidance” and similar expressions are used to identify forward-looking statements. These forward-looking statements reflect

the respective current views of Ferrari with respect to future events and involve significant risks and uncertainties that could

cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties

include, without limitation:

•our ability to preserve and enhance the value of the Ferrari brand;

•the success of our Formula 1 racing team and the expenses we incur for our Formula 1 activities, the uncertainty of

the sponsorship and commercial revenues we generate from our participation in the Formula 1 World

Championship, as well as the popularity of Formula 1 more broadly;

•our ability to keep up with advances in high performance car technology, to meet the challenges and costs of

integrating advanced technologies, including hybrid and electric, more broadly into our car portfolio over time and

to make appealing designs for our new models;

•the impact of increasingly stringent fuel economy, emissions and safety standards, including the cost of compliance,

and any required changes to our products, as well as possible future bans of combustion engine cars in cities and the

potential advent of self-driving technology;

•increases in costs, disruptions of supply or shortages of components and raw materials;

•our ability to successfully carry out our controlled growth strategy and, particularly, our ability to increase our

presence in growth market countries;

•our low volume strategy;

•global economic conditions, macro events and pandemics, including the COVID-19 pandemic and the ongoing

conflict between Russia and Ukraine;

•changes in the general economic environment (including changes in some of the markets in which we operate) and

changes in demand for luxury goods, including high performance luxury cars, demand for which is highly volatile;

•our ability to preserve our relationship with the automobile collector and enthusiast community;

•competition in the luxury performance automobile industry;

•changes in client preferences and automotive trends;

•disruptions at our manufacturing facilities in Maranello and Modena;

•climate change and other environmental impacts, as well as an increased focus of regulators and stakeholders on

environmental matters;

•our ability to maintain the functional and efficient operation of our information technology systems and to defend

from the risk of cyberattacks, including on our in-vehicle technology;

•reliance upon a number of key members of executive management and employees, and the ability of our current

management team to operate and manage effectively;

•the performance of our dealer network on which we depend for sales and services;

•product warranties, product recalls and liability claims;

•the performance of our licensees for Ferrari-branded products;

•our ability to protect our intellectual property rights and to avoid infringing on the intellectual property rights of

others;

•our continued compliance with customs regulations of various jurisdictions;

•labor relations and collective bargaining agreements;

•our ability to ensure that our employees, agents and representatives comply with applicable law and regulations;

•changes in tax, tariff or fiscal policies and regulatory, political and labor conditions in the jurisdictions in which we

operate;

•our ability to service and refinance our debt;

•exchange rate fluctuations, interest rate changes, credit risk and other market risks;

•our ability to provide or arrange for adequate access to financing for our dealers and clients, and associated risks;

•the adequacy of our insurance coverage to protect us against potential losses;

•the ability of Maserati, our engine customer, to sell its planned volume of cars;

•potential conflicts of interest due to director and officer overlaps with our largest shareholders; and

•other factors discussed elsewhere in this document.

We expressly disclaim and do not assume any liability in connection with any inaccuracies in any of the forward-

looking statements in this document or in connection with any use by any third party of such forward-looking statements.

Actual results could differ materially from those anticipated in such forward-looking statements. We do not undertake an

obligation to update or revise publicly any forward-looking statements.

Additional factors which could cause actual results and developments to differ from those expressed or implied by

the forward-looking statements are included in the section “Risk Factors” of this Annual Report. These factors may not be

exhaustive and should be read in conjunction with the other cautionary statements included in this Annual Report. You

should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

Creating Value for Our Shareholders

Ferrari is among the world’s leading luxury brands with unique, world-class capabilities, and a vision built on our

historic foundations and strengths.

We are fiercely protective of our brand, which is among the most iconic and recognizable in the world and is critical

to our value proposition to all of our stakeholders. We strive to maintain and enhance the power of our brand and the passion

we inspire in clients and the broader community of automotive enthusiasts by continuing our rigorous production and

distribution model, which promotes excellence in innovation, design and uniqueness.

We also support our brand value by promoting a strong connection to our company and our brand among the

community of Ferrari enthusiasts. We focus relentlessly on strengthening this connection by rewarding our most loyal clients

through a range of initiatives, such as driving events and client activities in Maranello and, most importantly, by providing

our most loyal and active clients with preferential access to our newest, most exclusive and highest value cars. As a result, in

2022, we sold approximately 66% of our new cars to existing Ferrari clients and 38% to clients being current owners of more

than one Ferrari, which reinforces the demand for our cars and the image of luxury and exclusivity inherent in our brand.

Our commitment to excellence and our pursuit of innovation, state-of-the-art performance and distinction in design

and engineering in our luxury cars is inseparable from our commitment to integrity, transparency and responsibility in

conducting our business. By fully integrating environmental and social considerations with economic objectives we are able

to identify potential risks and capitalize on additional opportunities, resulting in a process of continuous improvement.

Sustainability is a core element of our governance model and executive management plays a direct and active role in

developing and achieving our sustainability objectives under the oversight of our Board of Directors. As a clear

demonstration of this commitment, we have strengthened the integration of environmental topics in our strategic plan by

presenting, in June 2022, a decarbonization strategy that will help us reach carbon neutrality by 2030.

The foundation of a responsible company rests on being fully attentive to the nature and extent of this

interconnection and our understanding of both the potential effects of our activities and how those effects can be mitigated

through responsible management.

All of the above is strictly linked to our values:

•INDIVIDUAL AND TEAM: Our talented individuals are our greatest resource. However they can only pursue the

extraordinary by working together as a team. By fostering integrity, excellence and generosity, we give each of our

people the possibility to express their own full potential and to be part of something greater.

•TRADITION AND INNOVATION: Tradition and innovation drive each other. The ongoing quest for lasting firsts

is what fuels the Ferrari legend. Our ability to combine revolutionary technological solutions with exceptional

artisanal craftsmanship is what enables us to create icons that stay timeless in a fast changing world.

•PASSION AND ACHIEVEMENT: Ferrari’s racing spirit lives on in emotions that transcend the road and the track,

ultimately becoming an authentic attitude towards life. Nothing excites us more than setting ambitious targets and

expectations and then exceeding them. It is how the power of passion becomes the beauty of achievement.

To ensure tangible long-term value creation and a continuing integration of our sustainability strategy, we place

particular emphasis on:

•a governance model based on transparency and integrity, fostering best practices;

•a safe and eco-friendly working environment including excellent working conditions and the utmost respect for

human rights;

•continuing professional development of our employees;

•mutually beneficial relationships with business partners and the communities in which we operate;

•mitigation of environmental impacts from our production processes and the luxury cars we produce, addressing

direct and indirect GHG emissions, focusing on energy and materials, in addition to our electrification journey.

The Non Financial Statement section of our 2022 Annual Report addresses those aspects of our sustainability efforts

that we have identified as being of greatest importance to our internal and external stakeholders.

Risk Factors

We face a variety of risks and uncertainties in our business. Those described below are not the only risks and

uncertainties that we face. Additional risks and uncertainties that we are unaware of, or that we currently believe to be

immaterial, may also become important factors that affect us.

Risks Related to Our Business, Strategy and Operations

We may not succeed in preserving and enhancing the value of the Ferrari brand, which we depend upon to drive demand

and revenues.

Our financial performance is influenced by the perception and recognition of the Ferrari brand, which, in turn,

depends on many factors such as the design, performance, quality and image of our cars, the appeal of our dealerships and

stores, the success of our promotional activities including public relations and marketing, as well as our general profile,

including our brand’s image of exclusivity. The value of our brand and our ability to achieve premium pricing for Ferrari-

branded products may decline if we are unable to maintain the value and image of the Ferrari brand, including, in particular,

its aura of exclusivity. Maintaining the value of our brand will depend significantly on our ability to continue to produce

luxury performance cars of the highest quality. The market for luxury goods generally and for luxury automobiles in

particular is intensely competitive, and we may not be successful in maintaining and strengthening the appeal of our brand.

Client preferences, particularly among luxury goods, can vary over time, sometimes rapidly. We are therefore exposed to

changing perceptions of our brand image, particularly as we seek to attract new generations of clients and, to that end, we

continuously renovate and expand the range of our models. For example, the gradual expansion of hybrid engine technology

(already integrated in past models such as the LaFerrari and the LaFerrari Aperta, as well as in the more recent 296 GTB, 296

GTS, SF90 Stradale and SF90 Spider) and electric engine technology will introduce a notable change in the overall driver

experience compared to the combustion engine cars of our historical models. Any failure to preserve and enhance the value of

our brand may materially and adversely affect our ability to sell our cars, to maintain premium pricing, and to extend the

value of our brand into other activities profitably or at all.

We selectively license the Ferrari brand to third parties that produce and sell Ferrari-branded luxury goods and

therefore we rely on our licensing partners to preserve and enhance the value of our brand. If our licensees or the

manufacturers of these products do not maintain the standards of quality and exclusivity that we believe are consistent with

the Ferrari brand, or if such licensees or manufacturers otherwise misuse the Ferrari brand, our reputation and the integrity

and value of our brand may be damaged and our business, operating results and financial condition may be materially and

adversely affected. More broadly, our Lifestyle Strategy will significantly increase the deployment of our brand in non-car

products and experiences, including a large variety of Ferrari-branded accessories and apparel. If this strategy is not

successful, our brand image may be diluted or tainted.

Our brand image depends in part on the success of our Formula 1 racing team.

The prestige, identity, and appeal of the Ferrari brand depends in part on the continued success of the Scuderia

Ferrari racing team in the Formula 1 World Championship. The racing team is a key component of our marketing strategy

and may be perceived by our clients as a demonstration of the technological capabilities of our cars, which also support the

appeal of other Ferrari-branded luxury goods. We are focused on improving our racing results and restoring our historical

position as the premier racing team particularly in Formula 1 as our most recent Drivers’ Championship and Constructors’

Championship were in 2007 and 2008, respectively. If we are unable to attract and retain the necessary talent to succeed in

international competitions or devote the capital necessary to fund successful racing activities, the value of the Ferrari brand

and the appeal of our cars and other luxury goods may suffer. Even if we are able to attract such talent and adequately fund

our racing activities, there is no assurance that this will lead to competitive success for our racing team.

The success of our racing team depends in particular on our ability to attract and retain top drivers, racing team

management and engineering talent. Our primary Formula 1 drivers, team managers and other key employees of Scuderia

Ferrari are critical to the success of our racing team and if we were to lose their services, this could have a material adverse

effect on the success of our racing team and correspondingly the Ferrari brand. If we are unable to find adequate

replacements or to attract, retain and incentivize drivers and team managers, other key employees or new qualified personnel,

the success of our racing team may suffer. As the success of our racing team forms a large part of our brand identity, a

sustained period without racing success could detract from the Ferrari brand and, as a result, from potential clients’

enthusiasm for the Ferrari brand and their perception of our cars, which could have an adverse effect on our business, results

of operations and financial condition.

If we are unable to keep up with advances in high performance car technology, our brand and competitive position may

suffer.

Performance cars are characterized by leading-edge technology that is constantly evolving. In particular, advances in

racing technology often lead to improved technology in road cars. Although we invest heavily in research and development,

we may be unable to maintain our leading position in high performance car technology and, as a result, our competitive

position may suffer. As technologies change, we plan to upgrade or adapt our cars and introduce new models in order to

continue to provide cars with the latest technology. However, our cars may not compete effectively with our competitors’

cars if we are not able to develop, source and integrate the latest technology into our cars. For example, in the next few years

luxury performance cars will increasingly transition to hybrid and electric technology, albeit at a slower pace compared to

mass market vehicles. See “The introduction of electric technology in our cars is costly and its long-term success is

uncertain”. We are also increasingly investing in connectivity, which requires significant investments in research and

development; we expect that the future generation of cars will feature a high degree of connectivity for purposes of

infotainment, safety and regulatory compliance.

Developing and applying new automotive technologies is costly, and may become even more costly in the future as

available technology advances and competition in the industry increases. If our research and development efforts do not lead

to improvements in car performance relative to the competition, or if we are required to spend more to achieve comparable

results, the sales of our cars or our profitability may suffer.

The introduction of electric technology in our cars is costly and its long-term success is uncertain.

We are gradually introducing electric technology in our cars and we currently plan to introduce the first full electric

Ferrari in 2025. In accordance with our strategy, we believe electric technology, together with hybrid and other advanced

technologies, will be key to providing continuing performance upgrades to our sports car customers, and will also help us

capture the preferences of the urban, affluent car purchasers whom we are increasingly targeting, while helping us meet

increasingly stricter emissions requirements.

The integration of electric technology more broadly into our car portfolio over time may present challenges and

costs. We expect to continue to increase research and development spending in the medium term, particularly on electric

technology-related projects. Although we expect to price our cars appropriately to recoup the investments and expenditures

we are making, we cannot be certain that these expenditures will be fully recovered. In addition, this transformation of our

car technology creates risks and uncertainties such as the impact on driver experience and the impact on the cars’ residual

value over time, both of which may be met with an unfavorable market reaction. Other manufacturers of luxury sports cars

may be more successful in implementing electric technology. In the long-term, although we believe that combustion engines

will continue to be fundamental to the Ferrari driver experience, hybrid and pure electric cars may become the prevalent

technology for performance sports cars thereby displacing combustion engine models. See also “If we are unable to keep up

with advances in high performance car technology, our brand and competitive position may suffer.”

Because electric technology is a core component of our strategy, and in the medium term we plan to increase the

portion of our shipments that feature vehicles with electric technology, if the introduction of electric cars proves too costly or

is unsuccessful in the market, our business and results of operations could be materially adversely affected.

If our cars do not perform as expected our ability to develop, market and sell our cars could be harmed.

Our cars may contain defects in design and manufacture that may cause them not to perform as expected or that may

require repair. There can be no assurance that we will be able to detect and fix any defects in the cars prior to their sale to

consumers. Our cars may not perform in line with our clients’ evolving expectations or in a manner that equals or exceeds the

performance characteristics of other cars currently available. For example, our newer cars may not have the durability or

longevity of current cars, and may not be as easy to repair as other cars currently on the market. Any product defects or any

other failure of our performance cars to perform as expected could harm our reputation and result in adverse publicity, lost

revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty

and other expenses, and could have a material adverse impact on our business, operating results and financial condition.

New or changing laws, regulations or policies of governmental organizations regarding, among other things, increased

fuel economy requirements, reduced greenhouse gas or pollutant emissions, or vehicle safety, may have a significant

effect on our costs of operation and/or how we do business.

We are subject throughout the world to comprehensive and constantly evolving laws, regulations and policies. We

expect the extent of the legal and regulatory requirements affecting our business and our costs of compliance to continue to

increase significantly in the future. In Europe and the United States, for example, significant governmental regulation is

driven by environmental, fuel economy, vehicle safety and noise emission concerns. Evolving regulatory requirements could

significantly affect our product development plans and may limit the number and types of cars we sell and where we sell

them, which may affect our revenue and profitability. Governmental regulations may increase the costs we incur to design,

develop and produce our cars and may affect our product portfolio. Regulation may also result in a change in the character or

performance characteristics of our cars, which may render them less appealing to our clients. We anticipate that the number

and extent of these regulations, and their effect on our cost structure and product line-up, will increase significantly in the

future.

In the United States, considerable uncertainty is associated with emissions regulations in light of changing policies

under the past and newly appointed administration. New regulations are in the process of being developed, and many existing

and potential regulatory initiatives are subject to review by federal or state agencies or the courts. In addition, we are subject

to legislation relating to the emission of other air pollutants such as, among others, the EU “Euro 6” standards and Real

Driving Emissions (RDE) standards, the “Tier 3” Motor Vehicle Emission and Fuel Standards issued by the U.S.

Environmental Protection Agency (“EPA”), and the Zero Emission Vehicle regulation in California, which are subject to

similar derogations for Small Volume Manufacturers (“SVMs”). We lost our status as an SVM for the United States National

Highway Traffic Safety Administration (“NHTSA”) in 2019, because our global production exceeded 10,000 vehicles, but

we have not lost our SVM status for EU CO2 regulations or for EPA GHG regulations in the United States. In 2021 and

2022, our global production exceeded 10,000 vehicles again and therefore we were no longer considered a SVM by the

NHTSA for the model years 2021 and 2022. We purchased the fuel economy (“CAFE”) credits needed to fulfill both our

2021 and 2022 deficits, and we expect to adopt the same approach in the coming years if required. We could lose our status

as an SVM in the EU, the United States and other countries if we do not continue to meet all of the necessary eligibility

criteria under applicable regulations as they evolve, not only in relation to volumes but also in relation to the conditions of

operational independence. In order to meet these criteria we may need to modify our growth plans or other operations.

Furthermore, even if we continue to benefit from derogations as an SVM, we may be subject to alternative standards that the

regulators may deem appropriate for our technical and economic capabilities and such alternative standards may be

significantly more stringent than those currently applicable to us.

As the state of California has been granted special authority under the Clean Air Act to set its own vehicle emission

standards, the California Air Resources Board (“CARB”) enacted regulations under which manufacturers of vehicles for

certain model years that are in compliance with the EPA greenhouse gas emissions regulations are also deemed to be in

compliance with California’s greenhouse gas emission regulations (the so-called “deemed to comply” provision). These

regulations have evolved over time. In 2018, the CARB amended its existing regulations to clarify that the “deemed to

comply” provision would not be available for certain model years if the EPA standards for those years were altered via an

amendment of federal regulations and, in 2019, EPA announced a decision to withdraw California’s waiver of preemption

under the Clean Air Act. In this decision, the EPA also affirmed the NHTSA’s authority to set nationally applicable

regulatory standards under the preemption provisions of the Energy Policy and Conservation Act (EPCA). On March 9, 2022,

the EPA rescinded its withdrawal of the waiver for California’s light-duty vehicle GHG and zero emission vehicle (ZEV)

standards. California and Section 177 states may again enforce those standards. Subsequently, CARB clarified that the

compliance with CARB’s GHG regulations is expected from model year 2021 for all manufacturers. Ferrari meets the

requirements to be classified as an SVM based on the relevant regulations in the state of California. CARB is still considering

how to address small volume manufacturers standards under its regulations. Therefore, depending on future developments, it

may be necessary to also petition the CARB for SVM alternative standards and to increase the number of tests to be

performed in order to follow the CARB specific procedures.

In relation to the safety legislation framework, in 2016, the NHTSA published guidelines for driver distraction. In

addition, pursuant to the Infrastructure Investment and Jobs Act of 2021, the NHTSA has to conduct research and report to

Congress within 2024 on the potential for technology interventions to reduce driver distraction, driver disengagement,

automation complacency, and foreseeable misuse of Advanced Driving Assistant Systems (“ADAS”) by drivers. The costs of

compliance associated with these and similar rulemaking may be substantial.

Other governments around the world, such as those in Canada, South Korea, China and certain Middle Eastern

countries, are also creating new policies to address these issues which could be even more stringent than the U.S. or European

requirements. As in the United States and Europe, these government policies if applied to us could significantly affect our

product development plans. Under these existing regulations, as well as new or stricter rules or policies, we could be subject

to sizable civil penalties or have to restrict or modify product offerings drastically to remain in compliance. We may have to

incur substantial capital expenditures and research and development expenditures to upgrade products and manufacturing

facilities, which would have an impact on our cost of production and results of operation.

In the future, the advent of self-driving technology may result in regulatory changes that we cannot predict but may

include limitations or bans on human driving in specific areas. In 2020 the European Commission issued its new digital

strategy policies, which represent a priority in the European Commission’s regulatory agenda. Although no regulations have

been issued in this regard, the European Commission has showed a determination to strengthen Europe’s digital sovereignty

and role as a standard setter, with a clear focus on data, technology, and infrastructure.

Similarly, driving bans on combustion engine vehicles could be imposed, particularly in metropolitan areas, as a

result of progress in electric and hybrid technology. Several others regulations are also emerging to take into account the non-

exhaust emissions such as brake particulate emissions and the environmental impact of the electric and hybrid vehicles

components, with a particular focus on batteries and waste batteries.

To comply with current and future environmental rules in all markets in which we sell our cars, we may have to

incur substantial capital expenditure and research and development expenditure to upgrade products and manufacturing

facilities, which would have an impact on our cost of production and results of operations.

For a description of the regulations referred to in the paragraphs above please see “Overview of Our Business—

Regulatory Matters”.

If our car designs do not appeal to clients, our brand and competitive position may suffer.

Design and styling are an integral component of our models and our brand. Our cars have historically been

characterized by distinctive designs combining the aerodynamics of a sports car with powerful, elegant lines. We believe our

clients purchase our cars for their appearance as well as their performance. However, we will need to renew over time the

style of our cars to differentiate the new models we produce from older models, and to reflect the broader evolution of

aesthetics in our markets. We devote great efforts to the design of our cars and most of our current models are designed by

the Ferrari Design Centre, our in-house design team. The design of our electric cars and, more generally, of our future models

with increased connectivity features will depart from past designs in appearance and functionality, thereby requiring new

skills and presenting new challenges. If the design of our future models fails to meet the evolving tastes and preferences of

our clients and prospective clients, or the appreciation of the wider public, our brand may suffer and our sales may be

adversely affected.

We depend on our suppliers, many of which are single source suppliers; and if these suppliers fail to deliver necessary raw

materials, components, parts, systems, services or infrastructure of appropriate quality in a timely manner, our operations

may be disrupted.

Our business depends on a significant number of suppliers, which provide the raw materials, components, parts,

systems, services and infrastructure we require to manufacture cars and parts and to operate our business. We use a variety of

raw materials in our business, including aluminum, and precious metals such as palladium and rhodium. We source materials

from a limited number of suppliers. We cannot guarantee that we will be able to maintain access to these raw materials, and

in some cases this access may be affected by factors outside of our control and the control of our suppliers. In addition, prices

for these raw materials fluctuate and while we seek to manage this exposure, we may not be successful in mitigating these

risks.

As with raw materials, we are also at risk of supply disruption and shortages in parts and components we purchase

for use in our cars. We source a variety of key components from third parties, including transmissions, brakes, driving-safety

systems, navigation systems, mechanical, electrical and electronic parts, plastic components as well as castings and tires,

which makes us dependent upon the suppliers of such components. In coming years, we will also require a greater number of

components for hybrid and electric engines as we introduce hybrid and electric technology in our cars, and we expect

producers of these components will be called upon to increase the levels of supply as the shift to hybrid or electric technology

gathers pace in the industry. While we obtain components from multiple sources whenever possible, similar to other small

volume car manufacturers, most of the key components we use in our cars are purchased by us from single source suppliers.

We generally do not qualify alternative sources for most of the single-sourced components we use in our cars and we do not

maintain long-term agreements with a number of our suppliers. Furthermore, we have limited ability to monitor the financial

stability of our suppliers.

While we believe that we may be able to establish alternate supply relationships and can obtain or engineer

replacement components for our single-sourced components, we may be unable to do so in the short term, or at all, at prices

or costs that we believe are reasonable. Qualifying alternate suppliers or developing our own replacements for certain highly

customized components of our cars may be time consuming, costly and may force us to make costly modifications to the

designs of our cars. For example, defective airbags manufactured by Takata Corporation (“Takata”), our former principal

supplier of airbags, have led to widespread recalls by several automotive manufacturers starting in 2015, including us (see

also “Overview of Oyr Business—Regulatory Matters—Vehicle safety”). Following the acquisition of Takata by Key Safety

Systems (“KSS”) in April 2018, Joyson Safety Systems, which is the combined company of Takata and KSS following the

acquisition, is our principal supplier of the airbags installed in our cars. Failure by Joyson Safety Systems to continue the

supply of airbags may cause significant disruption to our operations.

In the past, we have replaced certain suppliers because they failed to provide components that met our quality

control standards. The loss of any single or limited source supplier or the disruption in the supply of components from these

suppliers could lead to delays in car deliveries to our clients, which could adversely affect our relationships with our clients

and also materially and adversely affect our operating results and financial condition. The supply of raw materials, parts and

components may also be disrupted or interrupted by natural disasters, or by unexpected fluctuations in market demand and

supply, such as the ongoing global shortage of semiconductors that started in 2021, which is impacting the automotive

industry in particular. If any major disasters occur, such as earthquakes, fires, floods, hurricanes, wars, terrorist attacks,

pandemics or other events, our supply chain may be disrupted, which may stop or delay production and shipment of our cars.

The ongoing conflict between Russia and Ukraine, the recognition by Russia of the independence of the self-proclaimed

republics of Donetsk and Luhansk, in the Donbas region of Ukraine and the resulting geopolitical tensions have had a

significant impact on the global economy resulting in a sharp increase in energy prices and higher prices for certain raw

materials and goods and services, which in turn is contributing to higher inflation globally. The Russian/Ukrainian conflict

has continued to escalate without a resolution expected in the near future, with the short and long-term impact on financial

and business conditions in Europe remaining highly uncertain. Many governments around the world, including those of the

United States, the European Union and Japan, have announced the imposition of sanctions on certain industry sectors and

parties in Russia and the regions of Donetsk and Luhansk, as well as enhanced export controls on certain industries and

products, including luxury goods, and the exclusion of certain Russian financial institutions from the SWIFT system. On

March 11, 2022, the President of the United States issued an executive order prohibiting exports to Russia of luxury goods

(including luxury transportation items such as automobiles and racing cars). Shortly thereafter, on March 15, 2022, the

Council of the European Union imposed new sanctions on Russia prohibiting the export of luxury goods having a value in

excess of €300 per item. These and any additional sanctions and export controls, as well as any counterresponses by the

governments of Russia or other jurisdictions, could adversely affect, directly or indirectly, our supply chain, with negative

implications on the availability and prices of raw materials, and our customers, as well as the global financial markets and

financial services industry. See also “We are subject to risks related to pandemics or public health crises, including

COVID-19, that may materially and adversely affect our business” for a discussion of the COVID-19 pandemic and potential

other widespread public health crises, which may affect our supply chain directly or indirectly.

Changes in our supply chain have in the past resulted and may in the future result in increased costs and delays in

car production. We have also experienced cost increases from certain suppliers in order to meet our quality targets and

development timelines and because of design changes that we have made, and we may experience similar cost increases in

the future. We are negotiating with existing suppliers for cost reductions, seeking new and less expensive suppliers for certain

parts, and attempting to redesign certain parts to make them less expensive to produce. If we are unsuccessful in our efforts to

control and reduce supplier costs while maintaining a stable source of high quality supplies, our operating results will suffer.

Additionally, cost reduction efforts may disrupt our normal production processes, thereby harming the quality or volume of

our production.

Furthermore, if our suppliers fail to provide components in a timely manner or at the level of quality necessary to

manufacture our cars, our clients may face longer waiting periods which could result in negative publicity, harm our

reputation and relationship with clients and have a material adverse effect on our business, operating results and financial

condition.

Our controlled growth strategy exposes us to risks.

Our growth strategy includes a controlled expansion of our sales and operations, including the launching of new car

models and expanding sales, as well as dealer operations and workshops, in targeted growth regions internationally. In

particular, our growth strategy includes the opportunity for us to expand operations in regions and markets that we have

identified as having relatively high growth potential. We may encounter difficulties in entering and establishing ourselves in

these markets, including in establishing new successful dealership networks and facing more significant competition from

competitors that are already present in those regions.

Our growth depends on the continued success of our existing cars, as well as the successful introduction of new cars.

Our ability to create new cars and to sustain existing car models is affected by whether we can successfully anticipate and

respond to consumer preferences and car trends. The failure to develop successful new cars or delays in their launch that

could result in others bringing new products and leading-edge technologies to the market first, could compromise our

competitive position and hinder the growth of our business. As part of our growth strategy, we broadened the range of our

models to capture additional customer demand for different types of vehicles and modes of utilization. In 2022, with the

launch of the Purosangue and the 296 GTS, we met our previously announced objective of introducing 15 new models by

2022 (as announced at our Capital Markets Day in September 2018), which is unprecedented for Ferrari over a similar time

frame. At our Capital Markets Day in June 2022, we announced our plan to introduce 15 new models over the period from

2023 to 2026. In addition, we will gradually but rapidly expand the use of hybrid and electric technology in our road cars,

consistent with customer preferences and broader industry trends. While we will seek to ensure that these changes remain

fully consistent with the Ferrari car identity, we cannot be certain that they will prove profitable and commercially successful.

Our controlled growth strategy may expose us to new business risks that we may not have the expertise, capability

or the systems to manage. This strategy will also place significant demands on us by requiring us to continuously evolve and

improve our operational, financial and internal controls. Continued expansion also increases the challenges involved in

maintaining high levels of quality, management and client satisfaction, recruiting, training and retaining sufficiently skilled

management, technical and marketing personnel. If we are unable to manage these risks or meet these demands, our growth

prospects and our business, results of operations and financial condition could be adversely affected.

We continuously improve our international network footprint and skill set. We also plan to open additional retail

stores in international markets. We do not yet have significant experience directly operating in many of these markets, and in

many of them we face established competitors. Many of these countries have different operational characteristics, including

but not limited to employment and labor, transportation, logistics, real estate, environmental regulations and local reporting or

legal requirements.

Consumer demand and behavior, as well as tastes and purchasing trends may differ in these markets, and as a result,

sales of our products may not be successful, or the margins on those sales may not be in line with those we currently

anticipate. Furthermore, such markets will have upfront short-term investment costs that may not be accompanied by

sufficient revenues to achieve typical or expected operational and financial performance and therefore may be dilutive to us

in the short-term. In many of these countries, there is significant competition to attract and retain experienced and talented

employees.

Consequently, if our international expansion plans are unsuccessful, our business, results of operations and financial

condition could be materially adversely affected.

Our low volume strategy may limit potential profits, and if volumes increase our brand exclusivity may be eroded.

A key to the appeal of the Ferrari brand and our marketing strategy is the aura of exclusivity and the sense of luxury

which our brand conveys. A central facet to this exclusivity is the limited number of models and cars we produce and our

strategy of maintaining our car waiting lists to reach the optimal combination of exclusivity and client service. Our low

volume strategy is also an important factor in the prices that our clients are willing to pay for our cars. This focus on

maintaining exclusivity limits our potential sales growth and profits compared to manufacturers less reliant on the exclusivity

of their products.

On the other hand, our current growth strategy contemplates a measured but significant increase in car sales above

current levels as we target a larger customer base and modes of use, we increase our focus on reaching a younger customer

base and creating new Ferrari collectors, and our product portfolio evolves with a broader product range. We sold 13,221 cars

in 2022 compared to 7,255 cars in 2014, the year before our initial public offering, and sales are expected to continue to

increase gradually.

In pursuit of our strategy, we may be unable to maintain the exclusivity of the Ferrari brand. If we are unable to

balance brand exclusivity with increased production, we may erode the desirability and ultimately the consumer demand or

relative pricing for our cars. As a result, if we are unable to increase car production meaningfully or introduce new car

models without eroding the image of exclusivity in our brand we may be unable to significantly increase our revenues.

The small number of car models we produce and sell may result in greater volatility in our financial results.

We depend on the sales of a small number of car models to generate our revenues. Our current product portfolio

consists of ten Range models, two Special Series models and one strictly limited edition Icona model. In 2022, with the

launch of the Purosangue and the 296 GTS, we met our previously announced objective of introducing 15 new models by

2022 (as announced at our Capital Markets Day in September 2018), which is unprecedented for Ferrari over a similar time

frame. At our Capital Markets Day in June 2022, we announced our plan to introduce 15 new models over the period from

2023 to 2026. Despite our expanded offering, a limited number of models will continue to account for a large portion of our

revenues at any given time in the foreseeable future, compared to other automakers. Therefore, a single unsuccessful new

model would harm us more than it would other automakers. There can be no assurance that our cars will continue to be

successful in the market, or that we will be able to launch new models on a timely basis compared to our competitors. It

generally takes several years from the beginning of the development phase to the start of production for a new model and the

car development process is capital intensive. As a result, we would likely be unable to replace quickly the revenue lost from

one of our main car models if it does not achieve market acceptance. Furthermore, our revenues and profits may also be

affected by our Special Series and limited edition models (including the Icona limited editions) that we launch from time to

time and which are typically priced higher than our range models. There can be no assurance that we will be successful in

developing, producing and marketing additional new cars (including our Special Series and limited edition models) to sustain

sales growth in the future.

We are subject to risks related to pandemics or public health crises, including COVID-19, that may materially and

adversely affect our business.

Public health crises such as pandemics or similar outbreaks could adversely impact our business. Over the last three

years the global spread of COVID-19, including variants thereof, led to governments around the world mandating

increasingly restrictive measures to contain the pandemic, including social distancing, quarantine, “shelter in place” or similar

orders, travel restrictions and suspension of non-essential business activities. The COVID-19 pandemic has caused significant

disruption to the global economy, including changes in consumer spending and behavior, disruption to supply chains and

financial markets, as well as restrictions on business and individual activities, leading to a global economic slowdown and a

severe recession in several of the markets in which we operate, which may reverberate after all restrictions are lifted.

From mid-March to early May 2020, we temporarily suspended production at our plants in Maranello and Modena,

while implementing remote working arrangements for all non-manufacturing related activities. We were able to return to full

production in May 2020. We generally realize minimal revenue while our facilities are shut down, but we continue to incur

expenses. Moreover, the negative cash impact is exacerbated by the fact that, despite not selling cars, we have to continue to

pay suppliers for components previously ordered. We continue to take certain preventative measures to combat the spread of

COVID-19 at our facilities, including the provision of personal protective equipment and guidelines to ensure safe working

arrangements and avoid large gatherings, although certain measures were suspended from December 2022 based on an

overall improvement in the management of the pandemic and in line with government regulations. Should the conditions

relating to COVID-19 adversely change, we may have to re-implement certain measures that were suspended or implement

additional measures as required. Additionally, remote work continues to be available for those employees whose job activity

is compatible with such work arrangements.

Despite delays in shipments of cars from March 2020 to May 2020 in connection with the COVID-19 pandemic and

related government measures, since May 2020 substantially all Ferrari dealerships have remained operational and order

collections continued, with the exception of additional closures at certain dealerships in China during 2022 due to

COVID-19-related restrictions. These restrictions did not have a significant impact on our business and expected deliveries

were made as planned once restrictions were lifted. For further information on the impact of the COVID-19 pandemic on our

results of operations and liquidity, see “Financial Overview”. Although COVID-19-related restrictions have been lifted or

relaxed across most of the markets where we operate, certain restrictions have remained in place or been reimplemented in

some instances and our businesses may continue to experience impacts from a resurgence of COVID-19 or other widespread

public health crises, such as incremental health and safety measures and related increased expenses, capacity restrictions and

closures, with a potential adverse impact on our business, results of operations and financial condition. We may yet

experience a new shutdown or slowdown of all or part of our manufacturing facilities, including in the event that our

employees are diagnosed with COVID-19 or our supply chains are disrupted. Our suppliers, customers, dealers, franchisees

and other contractual counterparties may be restricted or prevented from conducting business activities for indefinite or

intermittent periods of time, including as a result of safety concerns, shutdowns, slowdowns, illness of such parties’

workforce and other actions and restrictions requested or mandated by governmental authorities. Furthermore, the COVID-19

pandemic or other widespread public health crises may lead to financial distress for our suppliers or dealers, as a result of

which they may have to permanently discontinue or substantially reduce their operations. In addition, the COVID-19

pandemic or other widespread public health crises may lead to higher working capital needs, reduced liquidity and certain

limitations in the supply of credit, which may ultimately lead to higher costs of capital for Ferrari. Any of the foregoing could

limit customer demand or our capacity to meet customer demand and have a material adverse effect on our business, results

of operations and financial condition.

Our brand activities across different jurisdictions have also been, and may continue to be, adversely impacted, due to

the temporary closure of the Ferrari stores, museums and theme parks in the first quarter of 2020 to comply with government

orders, with an adverse impact on our revenues originating from such activities. Although Ferrari stores gradually reopened

starting in May 2020, to date in-store traffic has not yet fully recovered to pre-pandemic levels and Ferrari stores, museums

and theme parks may continue to be subject to certain restrictions as a result of local regulations, although overall brand

activities increased in 2021 compared to 2020. The increase in brand activities continued in 2022 compared to 2021.

The Formula 1 2022 World Championship was not significantly affected by the COVID-19 pandemic, in contrast

with the previous two seasons (although the 2022 Russian Grand Prix was cancelled due to the ongoing conflict between

Russia and Ukraine, which reduced the races in the 2022 Formula 1 season from 23 to 22). With respect to the Formula 1

2023 World Championship, as of the date of this Annual Report, the Chinese Grand Prix was cancelled due to COVID-19,

and the current expectation is that the season will include a total of 23 or 24 races.

The impact of the COVID-19 pandemic or other widespread public health crises on Ferrari’s results of operations

and financial condition will depend largely on future events outside of our control, including ongoing developments in the

pandemic or other widespread public health crises, the success of containment measures, vaccination campaigns and other

actions taken by governments around the world, as well as the overall condition and outlook of the global economy. While

we are continuing to monitor and assess the evolution of the pandemic or other widespread public health crises and its effects

on both the macroeconomic scenario and our financial position and results of operations, significant uncertainty remains

around the length and extent of the restrictions in the markets in which we operate. However, the effects on our business,

results of operations, financial performance and cash flows may be material and adverse.

The COVID-19 pandemic or other widespread public health crises may also exacerbate other risks disclosed in this

section, including, but not limited to, our competitiveness, demand for our products, shifting consumer preferences, exchange

rate fluctuations, customers’ and dealers’ access to affordable financing, and credit market conditions affecting the

availability of capital and financial resources.

Please refer to “Financial Overview” for additional information relating to how the COVID-19 pandemic impacted

our results of operations and financial condition.

Global economic conditions, pandemics and macro events may adversely affect us.

Our sales volumes and revenues may be affected by overall general economic conditions within the various

countries in which we operate. Deteriorating general economic conditions may affect disposable incomes and reduce

consumer wealth impacting client demand, particularly for luxury goods, which may negatively impact our profitability and

put downward pressure on our prices and volumes. Furthermore, during recessionary periods, social acceptability of luxury

purchases may decrease and higher taxes may be more likely to be imposed on certain luxury goods including our cars, which

may affect our sales. Adverse economic conditions may also affect the financial health and performance of our dealers in a

manner that will affect sales of our cars or their ability to meet their commitments to us.

The luxury performance car market is generally affected by global macroeconomic conditions and many factors

affect the level of consumer spending in the luxury performance car industry, including the state of the economy as a whole,

stock market performance, interest and exchange rates, inflation, political uncertainty, the availability of consumer credit, tax

rates, unemployment levels and other matters that influence consumer confidence. In general, although our sales have

historically been comparatively resilient in periods of economic turmoil, sales of luxury goods tend to decline during

recessionary periods when the level of disposable income tends to be lower or when consumer confidence is low. Global

economic growth slowed sharply in 2022 and is expected to stall or contract in the upcoming months. As a consequence,

consumers’ confidence is generally showing signs of deterioration. In addition, significant inflationary pressures appeared in

2021 in many of the markets in which we operate and this trend was exacerbated in 2022. Inflation has led and may further

lead to increases in the costs we incur for raw materials, utilities or services, which could adversely affect our business and

results of operations if we are not able to pass on the increased costs to our customers or successfully implement other

mitigating actions. Furthermore, following the recent rise in inflation, several main central banks raised interest rates rapidly

over the course of 2022 and further increases may be implemented in the coming months, which will in turn increase the cost

of borrowing as well as the market rates for new car financing. Such increases could impact our ability to obtain affordable

financing or could make our cars less affordable to clients, which could cause consumers to delay the purchase of our cars or

to purchase less expensive cars.

We are also susceptible to risks relating to epidemics and pandemics of diseases. See “We are subject to risks

related to pandemics or public health crises, including COVID-19, that may materially and adversely affect our business”.

We distribute our products internationally and we may be affected by downturns in general economic conditions or

uncertainties regarding future economic prospects that may impact the countries in which we sell a significant portion of our

products. In particular, the majority of our current sales are in the EU and in the United States; if we are unable to expand in

other growth markets, a downturn in mature economies such as the EU and the United States may negatively affect our

financial performance. In addition, uncertainties regarding future trade arrangements and industrial policies in various

countries or regions create additional macroeconomic risk. In the United States, any policy to discourage import into the

United States of vehicles produced elsewhere could adversely affect our operations. Any new policies may have an adverse

effect on our business, financial condition and results of operations. In general, the banking, economic and monetary crisis, as

well as the escalating energy prices triggered by the ongoing conflict between Russia and Ukraine, as well as conflicts

elsewhere in the world, may reduce customers’ interest for, and financial ability to buy, luxury products. Although Mainland

China, Hong Kong and Taiwan only represented approximately 12 percent of our net revenues in 2022 and is expected to

represent a limited proportion of our growth in the short term, slowing economic conditions in Mainland China, Hong Kong

and Taiwan may adversely affect our revenues in that region. A significant decline in the EU, the global economy or in the

specific economies of our markets, or in consumers’ confidence, could have a material adverse effect on our business. See

also “Developments in China and other growth markets may adversely affect our business”.

Additionally, sanctions and export controls which could be introduced as a result of geopolitical tensions and

conflicts could adversely affect, directly or indirectly, our supply chain and customers, as well as the global financial markets

and financial services industry. See also “We depend on our suppliers, many of which are single source suppliers; and if

these suppliers fail to deliver necessary raw materials, systems, components and parts of appropriate quality in a timely

manner, our operations may be disrupted”.

The value of our brand depends in part on the automobile collector and enthusiast community.

An important factor in the connection of clients to the Ferrari brand is our strong relationship with the global

community of automotive collectors and enthusiasts, particularly collectors and enthusiasts of Ferrari automobiles. This is

influenced by our close ties to the automotive collectors’ community and our support of related events (such as car shows and

driving events) at our headquarters in Maranello and through our dealers, the Ferrari museums and affiliations with regional

Ferrari clubs. The support of this community also depends upon the perception of our cars as collectibles, which we also

support through our Ferrari Classiche services, and the active resale market for our automobiles which encourages interest

over the long-term. The increase in the number of cars we produce relative to the number of automotive collectors and

purchasers in the secondary market may adversely affect our cars’ value as collectible items and in the secondary market

more broadly.

If there is a change in collector appetite or damage to the Ferrari brand, our ties to, and the support we receive from,

this community may be diminished. Such a loss of enthusiasm for our cars from the automotive collectors’ community could

harm the perception of the Ferrari brand and adversely impact our sales and profitability.

We face competition in the luxury performance car industry.

We face competition in all product categories and markets in which we operate. We compete with other international

luxury performance car manufacturers which own and operate well-known brands of high-quality cars, some of which form

part of larger automotive groups and may have greater financial resources and bargaining power with suppliers than we do,

particularly in light of our policy to maintain low volumes in order to preserve and enhance the exclusivity of our cars. In

addition, several other manufacturers have recently entered or are attempting to enter the upper end of the luxury

performance car market, including with advanced electric technology, thereby increasing competition. We believe that we

compete primarily on the basis of our brand image, the performance and design of our cars, our reputation for quality and the

driving experience for our customers. If we are unable to compete successfully, our business, results of operations and

financial condition could be adversely affected.

Our business is subject to changes in client preferences and trends in the automotive and luxury industries.

Our continued success depends in part on our ability to originate and define products and trends in the automotive

and luxury industries, as well as to anticipate and respond promptly to changing consumer demands and automotive trends in

the design, styling, technology, production, merchandising and pricing of our products. Our products must appeal to a client

base whose preferences cannot be predicted with certainty and are subject to rapid change. Evaluating and responding to

client preferences has become even more complex in recent years, due to our expansion in new geographical markets. The

introduction of hybrid and electric technology and the associated changes in customer preferences that may follow are also a

challenge we will face in future periods. See also “If we are unable to keep up with advances in high performance car

technology, our brand and competitive position may suffer” and “The introduction of electric technology in our cars is costly

and its long-term success is uncertain”. In addition, there can be no assurance that we will be able to produce, distribute and

market new products efficiently or that any product category that we may expand or introduce will achieve sales levels

sufficient to generate profits. We encounter this risk, for example, as we introduce the Purosangue, a luxury high performance

four seat, four door Ferrari that we launched in 2022 with deliveries expected to start in 2023. Furthermore this risk is

particularly pronounced as we expand in accordance with our strategy into adjacent segments of the luxury industry, where

we do not have a level of experience and market presence comparable to the one we have in the automotive industry. Any of

these risks could have a material adverse effect on our business, results of operations and financial condition.

Demand for luxury goods, including luxury performance cars, is volatile, which may adversely affect our operating

results.

Volatility of demand for luxury goods, in particular luxury performance cars, may adversely affect our business,

operating results and financial condition. The market in which we sell our cars is subject to volatility in demand. Demand for

luxury automobiles depends to a large extent on general, economic, political and social conditions in a given market as well

as the introduction of new vehicles and technologies. Global economic growth slowed sharply in 2022 and may stall or

further contract in the upcoming months. As a luxury performance car manufacturer and low volume producer, we compete

with larger automobile manufacturers many of which have greater financial resources in order to withstand changes in the

market and disruptions in demand. Demand for our cars may also be affected by factors directly impacting the cost of

purchasing and operating automobiles, such as the availability and cost of financing, prices of raw materials and parts and

components, fuel costs and governmental regulations, including tariffs, import regulation and other taxes, including taxes on

luxury goods, resulting in limitations to the use of high performance sports cars or luxury goods more generally. Volatility in

demand may lead to lower car unit sales, which may result in downward price pressure and adversely affect our business,

operating results and financial condition. The impact of a luxury market downturn may be particularly pronounced for the

most expensive among our car models, which generate a more than proportionate amount of our profits, therefore

exacerbating the impact on our results. In addition, these effects may have a more pronounced impact on us given our low

volume strategy and relatively smaller scale as compared to large global mass-market automobile manufacturers.

We depend on our manufacturing facilities in Maranello and Modena.

We assemble all of the cars that we sell and manufacture, and all of the engines we use in our cars and sell to

Maserati, at our production facility in Maranello, Italy, where we also have our corporate headquarters. We manufacture all

of our car chassis in a nearby facility in Modena, Italy. Our Maranello or Modena plants could become unavailable either

permanently or temporarily for a number of reasons, including contamination, power shortage or labor unrest. Alternatively,

changes in law and regulation, including export, tax and employment laws and regulations, or economic conditions, including

wage inflation, could make it uneconomic for us to continue manufacturing our cars in Italy. In the event that we were unable

to continue production at either of these facilities or it became uneconomic for us to continue to do so, we would need to seek

alternative manufacturing arrangements which would take time and reduce our ability to produce sufficient cars to meet

demand. Moving manufacturing to other locations may also affect the perception of our brand and car quality among our

clients. Such a transfer would materially reduce our revenues and could require significant investment, which as a result

could have a material adverse effect on our business, results of operations and financial condition.

Maranello and Modena are located in the Emilia-Romagna region of Italy which has the potential for seismic

activity. For instance, in 2012 a major earthquake struck the region, causing production at our facilities to be temporarily

suspended for one day. If major disasters such as earthquakes, fires, floods, hurricanes, wars, terrorist attacks, pandemics or

other events occur, our headquarters and production facilities may be seriously damaged, or we may stop or delay production

and shipment of our cars. See also “We are subject to risks related to pandemics or public health crises, including

COVID-19, that may materially and adversely affect our business” for a discussion of the COVID-19 pandemic. Such

damage from disasters or unpredictable events could have a material adverse impact on our business, results from operations

and financial condition.

We are subject to risks associated with climate change and other environmental impacts, as well as an increased focus of

regulators and stakeholders on environmental matters.

Global climate change is resulting, and is expected to continue to result, in natural disasters and extreme weather,

such as drought, wildfires, storms, sea-level rise, flooding, heat waves and cold waves, occurring more frequently or with

greater intensity. Such extreme events are driving changes in market dynamics, stakeholder expectations, local, national and

international climate change policies and regulations.

We are subject to climate-related risks where we conduct our business. Physical impacts of climate change,

including natural disasters and adverse weather, could result in disruptions to us, our suppliers, vendors, customers and

logistics hubs. These risks may also exacerbate other risks disclosed in this “Risk Factors” section, including but not limited

to, our competitiveness, demand for our products, shifting consumer preferences, availability and price of raw materials, and

concentration of our production activities in Maranello and Modena.

The global automotive industry in particular is currently experiencing significant developments due to an increased

focus on climate change and evolving regulatory requirements relating to fuel efficiency, electrification and greenhouse gas

emissions, among others. These evolving requirements and technological changes have caused us, and are expected to

continue to cause us, to adapt and change certain aspects of our operations, our future plans and strategies and the allocation

of our resources. Failure to effectively manage these aspects may result in increased costs, reputational risks, limits in our

ability to manufacture or market certain of our products, or otherwise negatively impact our business, results of operations,

profitability and competitive position.

Additionally, our stakeholders, including our customers, employees, suppliers and investors, are increasingly

focused on environment, social and governance (“ESG”) matters. From time to time, in alignment with our sustainability

strategy, we establish and publicly announce goals and commitments to improve our environmental performance and we have

been taking deliberate actions to achieve carbon neutrality by 2030. There can be no assurance that our stakeholders will

agree with our sustainability strategy or will be satisfied with our actions in relation to these matters. Additionally, if we fail

(or are perceived to fail) to execute our sustainability strategy or achieve our environmental goals, if our sustainability

strategy or environmental goals do not meet the expectations and standards of our stakeholders, or if we improperly report

our progress in the execution of our sustainability strategy or the achievement of our environmental goals, our reputation

could be negatively impacted, causing our customers, employees, suppliers and investors to lose confidence in us and our

brand, which could negatively impact our business, access to capital or have an adverse effect on our revenues and

profitability.

A disruption in our information technology, including as a result of cybercrimes, could compromise confidential and

sensitive information.

We depend on our information technology and data processing systems to operate our business, and a significant

malfunction or disruption in the operation of our systems, human error, interruption to power supply, or a security breach that

compromises the confidential and sensitive information stored in those systems, could disrupt our business and adversely

impact our ability to compete. Our ability to keep our business operating effectively depends on the functional and efficient

operation by us and our third party service providers of our information, data processing and telecommunications systems,

including our car design, manufacturing, inventory tracking and billing and payment systems. We rely on these systems to

enable a number of business processes and help us make a variety of day-to-day business decisions as well as to track

transactions, billings, payments and inventory. Such systems are susceptible to malfunctions and interruptions due to

equipment damage, power outages, and a range of other hardware, software and network problems. Those systems are also

susceptible to cybercrime, or threats of intentional disruption, which are increasing in terms of sophistication and frequency,

especially considering that such cyber incidents may remain undetected for long periods of time. Additionally, a significant

portion of our office personnel moved to a “remote work” model in response to the COVID-19 pandemic and full- or part-

time remote work arrangements are now expected to continue in the future for part of our personnel. Remote work relies

heavily on the use of remote networking and online conferencing services, which expose us to additional cybersecurity risks.

For any of these reasons, we may experience system malfunctions or interruptions. Although our systems are diversified,

including multiple server locations, several layers of cybersecurity countermeasures and controls, a range of software

applications for different regions and functions, and we periodically assess and implement actions to reduce risks to our

systems, a significant or large scale malfunction or interruption of our systems could adversely affect our ability to manage

and keep our operations running efficiently, and damage our reputation if we are unable to track transactions and deliver

products to our dealers and clients. A malfunction that results in a wider or sustained disruption to our business could have a

material adverse effect on our business, results of operations and financial condition. In addition to supporting our operations,

we use our systems to collect and store confidential and sensitive data, including information about our business, our clients

and our employees.

As our technology continues to evolve, we anticipate that we will collect and store even more data in the future, and

that our systems will increasingly use remote communication features that are sensitive to both willful and unintentional

security breaches. Much of our value is derived from our confidential business information, including car design, proprietary

technology and trade secrets, and to the extent the confidentiality of such information is compromised, we may lose our

competitive advantage and our car sales may suffer. We also collect, retain and use certain personal information, including

data we gather from clients for product development and marketing purposes, and data we obtain from employees. Therefore

we are subject to a variety of ever-changing data protection and privacy laws on a global basis, including the EU General

Data Protection Regulation.

We expect that future generations of cars will feature an increasing degree of connectivity for purposes of

infotainment, safety and regulatory compliance, and the increased demand for a “connected car” has led to increased

digitization of car systems, the wide application of software, and the creation of new, fully digital mobility services. This

technology is capable of transmitting and storing an increasing amount of personal information belonging to our customers.

These new features may increase the cyber security risk of our cars. Any unauthorized access to in-vehicle IT systems may

compromise the car security or the privacy of our customers’ information and expose us to claims as well as reputational

damage. In addition, our third parties could also be subject to external cyber-attacks. Should the third party be connected to

our system, the cyber attacker could potentially penetrate our IT systems. Although we prioritize cybersecurity on all of our

cars and when processing personal data, any significant compromise in the integrity of our data security could have a material

adverse effect on our business.

Cybersecurity is the object of increasing regulatory updates and we will be required to keep our internal systems

updated to comply with the new rules that may come into force. For instance, pursuant to the UN-ECE regulations, we will be

required to maintain over time, and to periodically renew, the Cyber Security Management System (“CSMS”) to register and

sell our cars, as well as to demonstrate that we are able to deal with, and aware of, potential cyber risks, both for our cars and

for our enterprise. Failure in maintaining the Cyber Security Management System Certification could result, for the countries

where the regulations are applicable, in impossibility to homologate and sell new vehicles.

Our success depends largely on the ability of our current management team to operate and manage effectively.

Our success depends on the ability of our senior executives and other members of management to effectively

manage our business as a whole and individual areas of the business. Most of our senior executives and employees, including

many highly skilled engineers, technicians and artisans, are required to work from our offices and production facilities in and

around Maranello, Italy. If we were to lose the services of any of these senior executives or key employees, this could have a

material adverse effect on our business, operating results and financial condition. We have developed incentive plans aimed

at retaining and incentivizing our senior executives and employees, as well as management succession plans that we believe

are appropriate in the circumstances, although it is difficult to predict with any certainty that we will replace these individuals

with persons of equivalent experience and capabilities. If we are unable to find adequate replacements or to attract, retain and

incentivize senior executives, other key employees or new qualified personnel, our business, results of operations and

financial condition may suffer.

Our revenues from Formula 1 activities may decline and our related expenses may grow.

Revenues from our Formula 1 activities depend principally on the income from our sponsorship agreements and on

our share of Formula 1 revenues from broadcasting and other sources. See “Overview of Our Business—Racing Activities—

Formula 1 Activities.” If we are unable to renew our existing sponsorship agreements or if we enter into new or renewed

sponsorship agreements with less favorable terms, our revenues would decline. In addition, our share of profits related to

Formula 1 activities may decline if either our team’s performance worsens compared to other competing teams, or if the

overall Formula 1 business suffers, including potentially as a result of increasing popularity of other racing events.

Furthermore, in order to compete effectively on track we have been investing significant resources in research and

development and to competitively compensate the best available drivers and other racing team members. These expenses also

vary based on changes in Formula 1 regulations that require modification to our racing engines and cars. These expenses are

expected to continue, and may grow further, including as a result of any changes in Formula 1 regulations, which would

negatively affect our results of operations.

Compliance with the FIA Formula One regulations, which are periodically amended by the Formula One

Commission and then approved by the FIA World Motorsport Council, requires significant changes to our racing cars,

processes and operations. If we are unable to effectively adapt our cars to comply with changes in FIA Formula One

regulations, our performance in races may suffer. These changes may result in adverse effects on our revenues and results of

operations.

Starting from 2021, new FIA Formula One financial regulations have been introduced. These provide for a cap on spending

for all chassis costs and expenses (excluding, among others, the activities to enable the supply of the current power units,

marketing costs, drivers’ salaries and the top three personnel at each team). The budget cap for the 2022 Formula 1 season

was approximately $146 million. A similar cap has now been introduced also for the development of the power units that will

be used in the 2026 season and is applicable for spending starting in 2023. The aforementioned budget caps on spending are

defined for each season based on several factors, including the number of races and inflation. The 2023 budget cap, which

relates to the chassis as well as the power units to be used in 2026, is currently being defined. In October 2022, Ferrari

received a certificate of compliance from the FIA Cost Cap Administration for 2021. The cap on expenses affects the amount

of resources that we are allowed to allocate to Formula 1 activities, with potential adverse effects on our team’s performance

if we are not able to optimize such resources.

We rely on our dealer network to provide sales and services.

We do not own our Ferrari dealers and virtually all of our sales are made through our network of dealerships located

throughout the world. If our dealers are unable to provide sales or service quality that our clients expect or do not otherwise

adequately project the Ferrari image and its aura of luxury and exclusivity, the Ferrari brand may be negatively affected. We

depend on the quality of our dealership network and our business, operating results and financial condition could be

adversely affected if our dealers suffer financial difficulties or otherwise are unable to perform to our expectations.

Furthermore, we may experience disagreements or disputes in the course of our relationship with our dealers or upon

termination which may lead to financial costs, disruptions and reputational harm.

Our growth strategy also depends on our ability to attract a sufficient number of quality new dealers to sell our

products in new areas. We may face competition from other luxury performance car manufacturers in attracting quality new

dealers, based on, among other things, dealer margin, incentives and the performance of other dealers in the region. If we are

unable to attract a sufficient number of new Ferrari dealers in targeted growth areas, our prospects could be materially

adversely affected.

We are exposed to risks in connection with product warranties as well as the provision of services.

A number of our contractual and legal requirements oblige us to provide extensive warranties to our clients, dealers

and national distributors. There is a risk that, relative to the guarantees and warranties granted, the calculated product prices

and the provisions for our guarantee and warranty risks have been set or will in the future be set too low. There is also a risk

that we will be required to extend the guarantee or warranty originally granted in certain markets for legal reasons, or provide

services as a courtesy or for reasons of reputation where we are not legally obliged to do so, and for which we will generally

not be able to recover from suppliers or insurers.

Car recalls may be costly and may harm our reputation.

We have in the past and we may from time to time in the future be required to recall our products to address

performance, compliance or safety-related issues. We may incur costs for these recalls, including replacement parts and labor

to remove and replace the defective parts. In addition, regulatory oversight of recalls, particularly in the vehicle safety, has

increased recently. Any product recalls can harm our reputation with clients, particularly if consumers call into question the

safety, reliability or performance of our cars. Any such recalls could harm our reputation and result in adverse publicity, lost

revenue, delivery delays, product liability claims and other expenses, and could have a material adverse impact on our

business, operating results and financial condition.

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not

able to successfully defend or insure against such claims.

We may become subject to product liability claims, which could harm our business, operating results and financial

condition. The automobile industry experiences significant product liability claims and we have inherent risk of exposure to

claims in the event our cars do not perform as expected or malfunction resulting in personal injury or death. A successful

product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim

could generate substantial negative publicity about our cars and business, adversely affecting our reputation and inhibiting or

preventing commercialization of future cars, which could have a material adverse effect on our brand, business, operating

results and financial condition. While we seek to insure against product liability risks, insurance may be insufficient to protect

against any monetary claims we may face and will not mitigate any reputational harm. Any lawsuit seeking significant

monetary damages may have a material adverse effect on our reputation, business and financial condition. We may not be

able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when

needed, particularly if we face liability for our products and are forced to make a claim under such a policy.

We rely on our licensing and franchising partners to preserve the value of our licenses and the failure to maintain such

partners could harm our business.

We currently have multi-year agreements with licensing partners for various Ferrari-branded products in the sports,

lifestyle and luxury retail segments. We also have multi-year agreements with franchising partners for our Ferrari stores and

theme park. In the future, we may enter into additional licensing or franchising arrangements. Many of the risks associated

with our own products, including risks relating to the image of the Ferrari brand and its aura of exclusivity, as well as to the

demand for luxury goods, also apply to our licensed products and franchised stores. In addition, there are problems that our

licensing or franchising partners may experience, including risks associated with each licensing partner’s ability to obtain

capital, manage its labor relations, maintain relationships with its suppliers, manage its credit and bankruptcy risks, and

maintain client relationships. While we maintain significant control over the products produced for us by our licensing

partners and the franchisees running our Ferrari stores and theme parks, any of the foregoing risks, or the inability of any of

our licensing or franchising partners to execute on the expected design and quality of the licensed products, Ferrari stores and

theme park, or otherwise exercise operational and financial control over its business, may result in loss of revenue and

competitive harm to our operations in the product categories where we have entered into such licensing or franchising

arrangements. While we select our licensing and franchising partners with care, any negative publicity surrounding such

partners could have a negative effect on licensed products, the Ferrari stores and theme parks or the Ferrari brand. Further,

while we believe that we could replace our existing licensing or franchising partners if required, our inability to do so for any

period of time could materially adversely affect our revenues and harm our business.

In connection with our new Lifestyle Strategy, we continue to streamline our existing arrangements with licensing

partners. This may adversely affect our results from brand activities, particularly in the short to medium term while our

broader Lifestyle Strategy is carried out.

We depend on the strength of our trademarks and other intellectual property rights.

Given the importance of our brand’s recognition on our financial performance and strategy, we believe that our

trademarks and other intellectual property rights are fundamental to our success and market position. Therefore, our business

depends on our ability to protect and promote our trademarks and other intellectual property rights. Accordingly, we devote

substantial efforts to the establishment and protection of our trademarks and other intellectual property rights such as

registered designs and patents on a worldwide basis. We believe that our trademarks and other intellectual property rights are

adequately supported by applications for registrations, existing registrations and other legal protections in our principal

markets. However, we cannot exclude the possibility that our intellectual property rights may be challenged by others, or that

we may be unable to register our trademarks or otherwise adequately protect them in some jurisdictions, especially in those

foreign countries that do not respect and protect intellectual property rights to the same extent as do the United States, Japan

and European countries. If a third party were to register our trademarks, or similar trademarks, in a country where we have

not successfully registered such trademarks, it could create a barrier to our commencing trade under those marks in that

country.

We may fail to adequately protect our intellectual and industrial property rights against infringement or misappropriation

by third parties.

Our success and competitive positioning depend on, among other factors, our registered intellectual property rights,

as well as other industrial or intellectual property rights, including confidential know-how, trade secrets, database rights and

copyrights. To protect our intellectual property, we rely on intellectual property laws, agreements for the protection of trade

secrets, confidentiality and non-disclosure agreements, and other contractual means. Such measures, however, may be

inadequate and our intellectual property rights may be infringed or challenged by third parties, and our confidential know-

how or trade secrets could be misappropriated or disclosed to the public without our consent. Consultants, vendors and

current and former employees, for example, could violate their confidentiality obligations and restrictions on the use of

Ferrari’s intellectual property. Ferrari may not be able to prevent such infringements, misappropriations or disclosures, with

potential adverse effects on our brand, reputation and business. In particular, our components may be subject to product

piracy, where our components are counterfeited, which may result in reputational risk for Ferrari. The risks described above

arise particularly in our Brand activities (see “Overview of Our Business—Ferrari Lifestyle Strategy”).

If we fail to adequately protect our intellectual property rights, this may adversely affect our results of operations

and financial condition, as other manufacturers may be able to manufacture similar products at lower cost, with adverse

effects on our competitive position. In addition, counterfeited products, or products illegally branded as “Ferrari”, may

damage our brand. In addition, we may incur high costs in reacting to infringements or misappropriations of our intellectual

property rights.

Third parties may claim that we infringe their intellectual property rights.

We believe that we hold all the rights required for our business operations (including intellectual property rights and

third-party licenses). However, we are exposed to potential claims from third parties alleging that we infringe their

intellectual property rights, since many competitors and suppliers also submit patent applications for their inventions and

secure patent protection or other intellectual property rights. If we are unsuccessful in defending against any such claim, we

may be required to pay damages or comply with injunctions which may disrupt our operations. We may also as a result be

forced to enter into royalty or licensing agreements on unfavorable terms or to redesign products to comply with third parties’

intellectual property rights.

Developments in China and other growth markets may adversely affect our business.

We operate in a number of growth markets, both directly and through our dealers. We believe we have potential for

further success in new geographies, in particular in China, but also more generally in Asia, recognizing the increasing

personal wealth in these markets. While demand in these markets has increased in recent years due to sustained economic

growth and growth in personal income and wealth, we are unable to foresee the extent to which economic growth will be

sustained. For example, rising geopolitical and social tensions, pandemics or similar public health crises, or slowdowns in the

rate of growth there and in other emerging markets could limit the opportunity for us to increase unit sales and revenues in

those regions in the near term.

Our exposure to growth countries may increase, as we may pursue expanded sales in such countries. Economic and

political developments in growth markets, including economic crises, political instability or social tensions, have had and

could have in the future material adverse effects on our results of operations and financial condition. Further, in certain

markets in which we or our dealers operate, required government approvals may limit our ability to act quickly in making

decisions on our operations in those markets. Other government actions may also impact the market for luxury goods in these

markets, such as tax changes or the active discouragement of luxury purchases. Consumer spending habits in these markets

may also change due to other factors that are outside of our control. For instance, since August 2021 the President of the

People’s Republic of China has repeatedly signaled the government’s intention to regulate the spending patterns of

individuals and families with ultra-high incomes and encourage high-income groups and enterprises to return more to society.

Resulting regulatory action or similar statements by governmental authorities may affect the social acceptability of spending

on luxury goods.

Maintaining and strengthening our position in these growth markets is a component of our global growth strategy.

However, initiatives from several global luxury automotive manufacturers have increased competitive pressures for luxury

cars in several growth markets. As these markets continue to grow, we anticipate that additional competitors, both

international and domestic, will seek to enter these markets and that existing market participants will try to aggressively

protect or increase their market share. Increased competition may result in pricing pressures, reduced margins and our

inability to gain or hold market share, which could have a material adverse effect on our results of operations and financial

condition. See also “Global economic conditions, pandemics and macro events may adversely affect us”.

We face risks associated with our international operations, including unfavorable regulatory, political, tax and labor

conditions and establishing ourselves in new markets, all of which could harm our business.

We currently have international operations and subsidiaries in various countries and jurisdictions in Europe, North

America and Asia that are subject to the legal, political, regulatory, tax and social requirements and economic conditions in

these jurisdictions. Additionally, as part of our growth strategy, we will continue to expand our sales, maintenance, and repair

services internationally. However, such expansion requires us to make significant expenditures, including the establishment

of local operating entities, hiring of local employees and establishing facilities in advance of generating any revenue. We are

subject to a number of risks associated with international business activities that may increase our costs, impact our ability to

sell our cars and require significant management attention. These risks include:

•conforming our cars to various international regulatory and safety requirements where our cars are sold, or

homologated;

•difficulty in establishing, staffing and managing foreign operations;

•difficulties attracting clients in new jurisdictions;

•foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to

offset against taxes imposed upon us in Italy;

•fluctuations in foreign currency exchange rates and interest rates, including risks related to any interest rate swap or

other hedging activities we undertake;

•our ability to enforce our contractual and intellectual property rights, especially in those foreign countries that do not

respect and protect intellectual property rights to the same extent as do the United States, Japan and European

countries, which increases the risk of unauthorized, and uncompensated, use of our technology;

•European Union and foreign government trade restrictions, customs regulations, tariffs and price or exchange

controls;

•foreign labor laws, regulations and restrictions;

•preferences of foreign nations for domestically produced cars;

•changes in diplomatic and trade relationships;

•political instability, natural disasters, pandemics or other widespread public health crises, war or events of terrorism;

and

•the strength of international economies.

If we fail to successfully address these risks, many of which we cannot control, our business, operating results and

financial condition could be materially harmed.

If we were to lose our Authorized Economic Operator certificate, we may be required to modify our current business

practices and to incur increased costs, as well as experience shipment delays.

Because we ship and sell our cars in numerous countries, the customs regulations of various jurisdictions are

important to our business and operations. To expedite customs procedure, we obtained the European Union’s Authorized

Economic Operator (“AEO”) certificate. The AEO certificate is granted to operators that meet certain requirements regarding

supply chain security and the safety and compliance with law of the operator’s customs controls and procedures. Operators

are audited periodically for continued compliance with the requirements. The AEO certificate allows us to benefit from

special expedited customs treatment, which significantly facilitates the shipment of our cars in the various markets where we

operate. If we were to lose the AEO status, including for failure to meet one of the certification’s requirements, we would be

required to change our business practices and to adopt standard customs procedures for the shipment of our cars. This could

result in increased costs and shipment delays, which, in turn, could negatively affect our results of operations.

Labor laws and collective bargaining agreements with our labor unions could impact our ability to operate efficiently.

All of our production employees are represented by trade unions, are covered by collective bargaining agreements

and/or are protected by applicable labor relations regulations that may restrict our ability to modify operations and reduce

costs quickly in response to changes in market conditions. These regulations and the provisions in our collective bargaining

agreements may impede our ability to organize our business successfully to compete more efficiently and effectively,

especially with those automakers whose employees are not represented by trade unions or are subject to less stringent

regulations, which could have a material adverse effect on our results of operations and financial condition.

Improper conduct of employees, agents, or other representatives could adversely affect our reputation and our business,

operating results, and financial condition.

Our compliance controls, policies, and procedures may not in every instance protect us from acts committed by our

employees, agents, contractors, or collaborators that would violate the laws or regulations of the jurisdictions in which we

operate, including employment, foreign corrupt practices, environmental, competition, and other laws and regulations. Such

improper actions could subject us to civil or criminal investigations, and monetary and injunctive penalties. In particular, our

business activities may be subject to anti-corruption laws, regulations or rules of other countries in which we operate. If we

fail to comply with any of these regulations, it could adversely impact our operating results and our financial condition. In

addition, actual or alleged violations could damage our reputation and our ability to conduct business. Furthermore, detecting,

investigating, and resolving any actual or alleged violation is expensive and can consume significant time and attention of our

executive management.

Changes in tax, tariff or fiscal policies could adversely affect demand for our products.

Imposition of any additional taxes and levies designed to limit the use of automobiles could adversely affect the

demand for our vehicles and our results of operations. Changes in corporate and other taxation policies, including those

relating to the Patent Box tax regime in Italy, as well as changes in export and other incentives given by various governments,

or import or tariff policies, could also adversely affect our results of operations. See also “We currently benefit or seek to

benefit from certain special tax regimes, which may not be available in the future”. The impact of any such tariffs on our

operations and results is uncertain and could be significant, and we can provide no assurance that any strategies we

implement to mitigate the impact of such tariffs or other trade actions will be successful. While we are managing our product

development and production operations on a global basis to reduce costs and lead times, unique national or regional standards

can result in additional costs for product development, testing and manufacturing. Governments often require the

implementation of new requirements during the middle of a product cycle, which can be substantially more expensive than

accommodating these requirements during the design phase of a new product. The imposition of any additional taxes and

levies or change in government policy designed to limit the use of high performance sports cars or automobiles more

generally, or any decisions by policymakers to implement taxes on luxury automobiles, could also adversely affect the

demand for our cars. The occurrence of the above may have a material adverse effect on our business, results of operations

and financial condition.

Our indebtedness could adversely affect our operations and we may face difficulties in servicing or refinancing our debt.

As of December 31, 2022, our gross consolidated debt was approximately €2,812 million (which includes our

financial services). See “Financial Overview—Liquidity and Capital Resources—Non-GAAP Financial Measures—Net Debt

and Net Industrial Debt” for additional information. Our current and long-term debt requires us to dedicate a portion of our

cash flow to service interest and principal payments and, if interest rates rise, this amount may increase. In addition, our

existing debt may limit our ability to raise further capital or incur additional indebtedness to execute our growth strategy or

otherwise may place us at a competitive disadvantage relative to competitors that have less debt. To the extent we become

more leveraged, the risks described above would increase. We may also have difficulty refinancing our existing debt or

incurring new debt on terms that we would consider to be commercially reasonable, if at all.

We are subject to risks associated with exchange rate fluctuations, interest rate changes, credit risk and other market

risks.

We operate in numerous markets worldwide and are exposed to market risks stemming from fluctuations in currency

and interest rates. In particular, changes in exchange rates between the Euro and the main foreign currencies in which we

operate affect our revenues and results of operations. For other risks related to a rise in interest rates, see also “Our

indebtedness could adversely affect our operations and we may face difficulties in servicing or refinancing our debt” and

“Car sales depend in part on the availability of affordable financing”. The exposure to currency risk is mainly linked to the

differences in geographic distribution of our sourcing and manufacturing activities from those in our commercial activities, as

a result of which our cash flows from sales are denominated in currencies different from those connected to purchases or

production activities. For example, we incur a large portion of our capital and operating expenses in Euro while we receive

the majority of our revenues in currencies other than Euro. In addition, foreign exchange movements might also negatively

affect the relative purchasing power of our clients which could also have an adverse effect on our results of operations. The

year 2022 was characterized by rising volatility in exchange rates. The U.S. Dollar remained strong against the Euro over the

first nine months of 2022 before reversing this trend with a decline in the last quarter of the year, while the Japanese Yen and

Pound Sterling progressively depreciated against the Euro over the course of 2022. In early 2023 the Euro has continued its

upward trend against the main currencies to which Ferrari is exposed. If the U.S. Dollar or some other currencies were to

depreciate against the Euro, we expect that it would adversely impact our revenues and results of operations. The extent of

adverse impacts from exchange rate fluctuations could increase if the portion of our business in countries outside of Eurozone

increases. See “Financial Overview—Trends, Uncertainties and Opportunities”.

We seek to manage risks associated with fluctuations in currency through financial hedging instruments. Although

we seek to manage our foreign currency risk in order to minimize any negative effects caused by rate fluctuations, including

through hedging activities, there can be no assurance that we will be able to do so successfully, and our business, results of

operations and financial condition could nevertheless be adversely affected by fluctuations in market rates, particularly if

these conditions persist. Moreover, the valuation of hedging instruments is influenced by the market dynamics of several

financial factors, such as exchange rates, interest rates and implied volatility, that can negatively impact our cost of hedging

and the valuation of our outstanding hedging transactions at fair value.

Our financial services activities are also subject to the risk of insolvency of dealers and retail clients, as well as

unfavorable economic conditions in markets where these activities are carried out. Despite our efforts to mitigate such risks

through the credit approval policies applied to dealers and retail clients, there can be no assurances that we will be able to

successfully mitigate such risks, particularly with respect to a general change in economic conditions.

Car sales depend in part on the availability of affordable financing.

In certain regions, financing for new car sales has been available at relatively low interest rates for several years due

to, among other things, expansive government monetary policies. To the extent that interest rates may rise generally based on

governmental monetary policies or actions of central banks, market rates for new car financing are expected to rise as well,

which may make our cars less affordable to clients or cause consumers to purchase less expensive cars, adversely affecting

our results of operations and financial condition. Economies around the world have recently experienced significant

inflationary pressures, with inflation measures in the United States, Europe and the United Kingdom reaching levels not

recorded for several decades. In response, monetary authorities have taken anti-inflationary measures including rapid

increases in interest rates which are gradually transferring to market credit rates. If consumer interest rates increase

substantially or if financial service providers tighten lending standards or restrict their lending to certain classes of credit, our

clients may choose not to, or may not be able to, obtain financing to purchase our cars.

We may not be able to provide adequate access to financing for our dealers and clients, and our financial services

operations may be disrupted.

Our dealers enter into wholesale financing arrangements to purchase cars from us to hold in inventory or to use in

showrooms and facilitate retail sales, and retail clients use a variety of finance and lease programs to acquire cars.

In most markets, we rely either on controlled or associated finance companies or on commercial relationships with

third parties, including third party financial institutions, to provide financing to our dealers and retail clients. Finance

companies are subject to various risks that could negatively affect their ability to provide financing services at competitive

rates, including:

•the performance of loans and leases in their portfolio, which could be materially affected by delinquencies or

defaults;

•higher than expected car return rates and the residual value performance of cars they lease; and

•fluctuations in interest rates and currency exchange rates.

Furthermore, to help fund our retail and wholesale financing business, our financial services companies in the

United States also access forms of funding available from the banking system in each market, including sales or securitization

of receivables either in negotiated sales or through asset-backed financing programs. At December 31, 2022, an amount of

$1,179 million was outstanding under revolving securitizations carried out by Ferrari Financial Services Inc. See “Financial

Overview—Liquidity and Capital Resources—Non-GAAP Financial Measures—Net Debt and Net Industrial Debt” for

additional information. Should we lose the ability to access the securitization market at advantageous terms or at all, the

funding of our controlled or associated finance companies would become more difficult and expensive and our financial

condition may therefore be adversely affected.

Any financial services provider, including our controlled finance companies, will face other demands on its capital,

as well as liquidity issues relating to other investments or to developments in the credit markets. Furthermore, they may be

subject to regulatory changes that may increase their costs, which may impair their ability to provide competitive financing

products to our dealers and retail clients. To the extent that a financial services provider is unable or unwilling to provide

sufficient financing at competitive rates to our dealers and retail clients, such dealers and retail clients may not have sufficient

access to financing to purchase or lease our cars. As a result, our car sales and market share may suffer, which would

adversely affect our results of operations and financial condition.

Our dealer and retail customer financing in Europe are mainly provided through Ferrari Financial Services GmbH,

our partnership with FCA Bank S.p.A. (“FCA Bank”), which is a joint venture between FCA Italy S.p.A. (a subsidiary of

Stellantis N.V.) and Crédit Agricole Consumer Finance S.A. (“CACF”). If we fail to maintain our partnership with FCA

Bank, we may not be able to find a suitable alternative partner with similar resources and experience and continue to offer

financing services to support the sales of Ferrari cars in key European markets, which could adversely affect our results of

operations and financial condition. In December 2021, Stellantis N.V. (hereinafter also “Stellantis” and together with its

subsidiaries, the “Stellantis Group”) communicated its intention to create a leading operational leasing group and enhanced

captive finance arm. As part of the proposed transaction, in the first half of 2023 CACF is expected to acquire the 50 percent

stake in FCA Bank currently owned by Stellantis. In early 2023 Ferrari received a change of control notification from FCA

Bank and Ferrari now has the option to accept the change of control and continue the joint venture or not to accept it and

discuss further developments with FCA Bank.

Engine production revenues are dependent on Maserati’s ability to sell its cars.

We produce V8 and V6 engines for Maserati pursuant to a multi-year arrangement with Maserati, which will expire

at end of 2023. While Maserati is required to compensate us for certain production costs, in the event that the sales of

Maserati cars decline compared to the contractual requirements of our engine production agreements with Maserati, our

revenues from the sale of engines may be adversely affected.

Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject, which

could have a material adverse effect on our business.

We maintain insurance coverage that we believe is adequate to cover normal risks associated with the operation of

our business. However, there can be no assurance that any claim under our insurance policies will be honored fully or timely,

our insurance coverage will be sufficient in any respect or our insurance premiums will not increase substantially.

Accordingly, to the extent that we suffer loss or damage that is not covered by insurance or which exceeds our insurance

coverage, or have to pay higher insurance premiums, our financial condition may be affected.

Risks Related to our Common Shares

The market price and trading volume of our common shares may be volatile, which could result in rapid and substantial

losses for our shareholders.

The market price of our common shares may be highly volatile and could be subject to wide fluctuations. In

addition, the trading volume of our common shares may fluctuate and cause significant price variations to occur. If the

market price of our common shares declines significantly, a shareholder may be unable to sell their common shares at or

above their purchase price, if at all. The market price of our common shares may fluctuate or decline significantly in the

future. Some of the factors that could negatively affect the price of our common shares, or result in fluctuations in the price or

trading volume of our common shares, include:

•variations in our operating results, or failure to meet the market’s earnings expectations;

•publication of research reports about us, the automotive industry or the luxury industry, or the failure of securities

analysts to cover our common shares;

•departures of any members of our management team or additions or departures of other key personnel;

•adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•actions by shareholders;

•changes in market valuations of similar companies;

•changes or proposed changes in laws or regulations, or differing interpretations thereof, affecting our business, or

enforcement of these laws and regulations, or announcements relating to these matters;

•adverse publicity about the automotive industry or the luxury industry generally, or particularly scandals relating to

those industries, specifically;

•litigation and governmental investigations; and

•general market and economic conditions.

The loyalty voting program may affect the liquidity of our common shares and reduce our common share price.

The implementation of our loyalty voting program could reduce the trading liquidity and adversely affect the trading

prices of our common shares. The loyalty voting program is intended to reward our shareholders for maintaining long-term

share ownership by granting initial shareholders and persons holding our common shares continuously for at least three years

the option to elect to receive special voting shares. Special voting shares cannot be traded and, if common shares participating

in the loyalty voting program are sold they must be deregistered from the loyalty register and any corresponding special

voting shares transferred to us for no consideration (om niet). This loyalty voting program is designed to encourage a stable

shareholder base and, conversely, it may deter trading by shareholders that may be interested in participating in our loyalty

voting program. Therefore, the loyalty voting program may reduce liquidity in our common shares and adversely affect their

trading price.

The interests of our largest shareholders may differ from the interests of other shareholders.

Exor N.V. (“Exor”) is our largest shareholder, holding approximately 24.44 percent of our outstanding common

shares and approximately 36.25 percent of our voting power (as of February 13, 2023). Therefore, Exor has a significant

influence over matters submitted to a vote of our shareholders, including matters such as adoption of the annual financial

statements, declarations of annual dividends, the election and removal of the members of our board of directors (the “Board

of Directors”), capital increases and amendments to our articles of association. In addition, as of February 13, 2023, Trust

Piero Ferrari, a Jersey trust established by Piero Ferrari, the Vice Chairman of Ferrari, holds approximately 10.39 percent of

our outstanding common shares. Piero Ferrari holds the usufruct over such shares including the right to exercise the voting

rights of such shares, corresponding to approximately 15.42 percent of voting interest in us (as of February 13, 2023). The

percentages of ownership and voting power above are calculated based on the number of outstanding shares net of treasury

shares. As a result, Piero Ferrari also has influence in matters submitted to a vote of our shareholders. Exor and Piero Ferrari

informed us that they have entered into a shareholder agreement, recently amended to reflect adherence by Trust Piero

Ferrari, pursuant to which they have undertaken to consult for the purpose of forming, where possible, a common view on the

items on the agenda of shareholders meetings. See “Major Shareholders—Shareholders’ Agreement”. The interests of Exor

and Piero Ferrari may in certain cases differ from those of other shareholders. In addition, the sale of substantial amounts of

our common shares in the public market by Trust Piero Ferrari or the perception that such a sale could occur could adversely

affect the prevailing market price of the common shares.

We may have potential conflicts of interest with Stellantis and Exor and its related companies.

Questions relating to conflicts of interest may arise between us and Fiat Chrysler Automobiles N.V., our former

largest shareholder, renamed Stellantis N.V., in a number of areas relating to common shareholdings and management, as

well as our past and ongoing relationships. There are certain overlaps among the directors and officers of us and Stellantis.

For example, Mr. John Elkann, our Executive Chairman, is the Chairman and an executive director of Stellantis and

Chairman and Chief Executive Officer of Exor. Certain of our other directors and officers may also be directors or officers of

Stellantis or Exor, our and Stellantis’s largest shareholder. These individuals owe duties both to us and to the other companies

that they serve as officers and/or directors, which may create conflicts as, for example, these individuals review opportunities

that may be appropriate or suitable for both us and such other companies, or we pursue business transactions in which both

we and such other companies have an interest, such as our arrangement to supply engines for Maserati cars. Exor holds

approximately 24.44 percent of our outstanding common shares and approximately 36.25 percent of the voting power in us

(as of February 13, 2023), while it holds approximately 14.35 percent of the outstanding common shares in Stellantis (based

on SEC filings). The percentages of ownership and voting power above are calculated based on the number of outstanding

shares net of treasury shares. Exor also owns a controlling interest in CNH Industrial N.V. and Iveco Group N.V., which were

part of the former Fiat Group before being spun-off several years ago. These ownership interests could create actual,

perceived or potential conflicts of interest when these parties or our common directors and officers are faced with decisions

that could have different implications for us and Stellantis or Exor, as applicable.

Our loyalty voting program may make it more difficult for shareholders to acquire a controlling interest in Ferrari,

change our management or strategy or otherwise exercise influence over us, which may affect the market price of our

common shares.

The provisions of our articles of association which establish the loyalty voting program may make it more difficult

for a third party to acquire, or attempt to acquire, control of our company, even if a change of control were considered

favorably by shareholders holding a majority of our common shares. As a result of the loyalty voting program, a relatively

large proportion of the voting power of Ferrari could be concentrated in a relatively small number of shareholders who would

have significant influence over us. As of February 13, 2023, Exor had approximately 24.44 percent of our outstanding

common shares and a voting interest in Ferrari of approximately 36.25 percent. As of February 13, 2023, Trust Piero Ferrari,

a Jersey trust established by Piero Ferrari held voting rights relating to approximately 10.39 percent of our outstanding

common shares. Piero Ferrari holds the usufruct over such shares including the right to exercise the voting rights of such

shares, corresponding to, as a result of the loyalty voting mechanism, approximately 15.42 percent of the voting power in our

shares. The percentages of ownership and voting power above are calculated based on the number of outstanding shares net

of treasury shares. In addition, Exor and Piero Ferrari informed us that they have entered into a shareholder agreement,

recently amended to reflect adherence by Trust Piero Ferrari, summarized under “Major Shareholders—Shareholders’

Agreement”. As a result, Exor and Piero Ferrari may exercise significant influence on matters involving our shareholders.

Exor and Piero Ferrari and other shareholders participating in the loyalty voting program may have the power effectively to

prevent or delay change of control or other transactions that may otherwise benefit our shareholders. The loyalty voting

program may also prevent or discourage shareholder initiatives aimed at changing Ferrari’s management or strategy or

otherwise exerting influence over Ferrari. See “Corporate Governance—Loyalty Voting Program”.

We are a Dutch public company with limited liability, and our shareholders may have rights different to those of

shareholders of companies organized in the United States.

The rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S.

jurisdictions. We are a Dutch public company with limited liability (naamloze vennootschap). Our corporate affairs are

governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of

our shareholders and the responsibilities of members of our Board of Directors may be different from the rights of

shareholders and the responsibilities of members of board of directors in companies governed by the laws of other

jurisdictions including the United States. In the performance of its duties, our Board of Directors is required by Dutch law to

consider our interests and the interests of our shareholders, our employees and other stakeholders, in all cases with due

observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that

are different from, or in addition to, your interests as a shareholder.

We expect to maintain our status as a “foreign private issuer” under the rules and regulations of the SEC and, thus, are

exempt from a number of rules under the Exchange Act of 1934 and are permitted to file less information with the SEC

than a company incorporated in the United States.

As a “foreign private issuer,” we are exempt from rules under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”) that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the

Exchange Act. In addition, our officers, Directors and principal shareholders are exempt from the reporting and “short-

swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to

their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial

statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange

Act, nor are we required to comply with Regulation FD, which restricts the selective disclosure of material information.

Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.

Our ability to pay dividends on our common shares may be limited and the level of future dividends is subject to change.

Our payment of dividends on our common shares in the future will be subject to business conditions, financial

conditions, earnings, cash balances, commitments, strategic plans and other factors that our Board of Directors may deem

relevant at the time it recommends approval of the dividend. Our dividend policy is subject to change in the future based on

changes in statutory requirements, market trends, strategic developments, capital requirements and a number of other factors.

In addition, under our articles of association and Dutch law, dividends may be declared on our common shares only if the

amount of equity exceeds the paid up and called up capital plus the reserves that have to be maintained pursuant to Dutch law

or the articles of association. Further, even if we are permitted under our articles of association and Dutch law to pay cash

dividends on our common shares, we may not have sufficient cash to pay dividends in cash on our common shares. We are a

holding company and our operations are conducted through our subsidiaries. As a result, our ability to pay dividends

primarily depends on the ability of our subsidiaries, particularly Ferrari S.p.A., to generate earnings and to provide us with

the necessary financial resources.

Our maintenance of two exchange listings may adversely affect liquidity in the market for our common shares and could

result in pricing differentials of our common shares between the two exchanges.

Our shares are listed on both the New York Stock Exchange (“NYSE”) and the Euronext Milan. The dual listing of

our common shares may split trading between the NYSE and the Euronext Milan, adversely affect the liquidity of the shares

and the development of an active trading market for our common shares in one or both markets and may result in price

differentials between the exchanges. Differences in the trading schedules, as well as volatility in the exchange rate of the two

trading currencies, among other factors, may result in different trading prices for our common shares on the two exchanges.

It may be difficult to enforce U.S. judgments against us.

We are organized under the laws of the Netherlands, and a substantial portion of our assets are outside of the United

States. Most of our Directors and senior management and our independent auditors are resident outside the United States, and

all or a substantial portion of their respective assets may be located outside the United States. As a result, it may be difficult

for U.S. investors to effect service of process within the United States upon these persons. It may also be difficult for U.S.

investors to enforce within the United States judgments against us predicated upon the civil liability provisions of the

securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts outside the

United States would recognize or enforce judgments of U.S. courts obtained against us or our Directors and officers

predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Therefore, it may

be difficult to enforce U.S. judgments against us, our Directors and officers and our independent auditors.

Stellantis creditors may seek to hold us liable for certain Stellantis obligations.

One step of our Separation (see “Overview—History of the Company”) from FCA (references to “FCA” or “FCA

Group” refer to Fiat Chrysler Automobiles N.V., together with its subsidiaries, prior to the merger between FCA and Peugeot

S.A. completed on January 16, 2021, which resulted in the creation of Stellantis N.V.) included a demerger from FCA of our

common shares previously held by it. In connection with a demerger under Dutch law, the demerged company may continue

to be liable for certain obligations of the demerging company that exist at the time of the demerger, but only to the extent that

the demerging company fails to satisfy such liabilities. Based on other actions taken as part of the Separation, we do not

believe we retain any liability for obligations of FCA, now Stellantis, existing at the time of the Separation. Nevertheless, in

the event that Stellantis fails to satisfy obligations to its creditors existing at the time of the demerger, it is possible that those

creditors may seek to recover from us, claiming that we remain liable to satisfy such obligations. While we believe we would

prevail against any such claim, litigation is inherently costly and uncertain and could have an adverse effect. See “Overview—

History of the Company”.

Risks Related to Taxation

Changes to taxation or the interpretation or application of tax laws could have an adverse impact on our results of

operations and financial condition.

Our business is subject to various taxes in different jurisdictions (mainly Italy), which include, among others, the

Italian corporate income tax (“IRES”), regional trade tax (“IRAP”), value added tax (“VAT”), excise duty, registration tax

and other indirect taxes. We are exposed to the risk that our overall tax burden may increase in the future.

Changes in tax laws or regulations or in the position of the relevant Italian and non-Italian authorities regarding the

application, administration or interpretation of these laws or regulations, particularly if applied retrospectively, could have

negative effects on our current business model and have a material adverse effect on our business, operating results and

financial condition.

In order to reduce future potential disputes with tax authorities, we seek advance agreements with tax authorities on

significant matters. In particular we filed a ruling application for advance pricing agreement (APA) on transfer pricing, which

is expected to be resolved upon by the end of 2023.

In November 2022 we filed a request for admission to the Cooperative Compliance Regime in Italy, which provides

for constant and preventive discussions between the taxpayer and the Italian tax authorities on the most significant

transactions, characterized by tax risks, and the definition of the relevant tax treatment. Our admission to the Cooperative

Compliance Regime is expected by the end of 2023.

In addition, tax laws are complex and subject to subjective valuations and interpretive decisions, and we will

periodically be subject to tax audits aimed at assessing our compliance with direct and indirect taxes. The tax authorities may

not agree with our interpretations of, or the positions we have taken or intend to take on, tax laws applicable to our ordinary

activities and extraordinary transactions. In case of challenges by the tax authorities to our interpretations, we could face long

tax proceedings that could result in the payment of penalties and have a material adverse effect on our operating results,

business and financial condition.

On October 8, 2021, an agreement was reached between 136 countries for a two-pillar approach to international tax

reform (the “OECD Agreement”). Amongst other things, Pillar One proposes a reallocation of a proportion of tax to market

jurisdictions, while Pillar Two seeks to apply a global minimum effective tax rate of 15 percent most likely starting from

2024. The OECD Agreement is likely to determine changes in corporate tax rates in a number of countries in the coming

years. The impact of changes in corporate tax rates on the measurement of tax assets and liabilities depends on the nature and

timing of the legislative changes in each country, which are subject to uncertainty.

There may be potential “Passive Foreign Investment Company” tax considerations for U.S. holders.

Shares of our stock would be stock of a “passive foreign investment company,” or a PFIC, for U.S. federal income

tax purposes with respect to a U.S. holder if for any taxable year in which such U.S. holder held shares of our stock, after the

application of applicable “look-through rules” (i) 75 percent or more of our gross income for the taxable year consists of

“passive income” (including dividends, interest, gains from the sale or exchange of investment property and rents and

royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a

trade or business, as defined in applicable Treasury Regulations), or (ii) at least 50 percent of our assets for the taxable year

(averaged over the year and determined based upon value) produce or are held for the production of “passive income”. U.S.

persons who own shares of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the

income derived by the PFIC, the dividends they receive from the PFIC, and the gain, if any, they derive from the sale or other

disposition of their shares in the PFIC.

While we believe that shares of our stock are not stock of a PFIC for U.S. federal income tax purposes, this

conclusion is based on a factual determination made annually and thus is subject to change. Moreover, our common shares

may become stock of a PFIC in future taxable years if there were to be changes in our assets, income or operations.

The consequences of the loyalty voting program are uncertain.

No statutory, judicial or administrative authority directly discusses how the receipt, ownership, or disposition of

special voting shares should be treated for Italian or U.S. tax purposes and as a result, the tax consequences in those

jurisdictions are uncertain.

The fair market value of the special voting shares, which may be relevant to the tax consequences, is a factual

determination and is not governed by any guidance that directly addresses such a situation. Because, among other things, our

special voting shares are not transferable (other than, in very limited circumstances, together with the associated common

shares) and a shareholder will receive amounts in respect of the special voting shares only if we are liquidated, we believe

and intend to take the position that the fair market value of each special voting share is minimal. However, the relevant tax

authorities could assert that the value of the special voting shares as determined by us is incorrect.

The tax treatment of the loyalty voting program is unclear and shareholders are urged to consult their tax advisors in

respect of the consequences of acquiring, owning and disposing of special voting shares.

We currently benefit or seek to benefit from certain special tax regimes, which may not be available in the future.

Italian Law no. 190/2014, as subsequently amended and supplemented, introduced an optional Patent Box regime in

the Italian tax system. The Patent Box regime is a tax exemption related to, inter alia, the use of intellectual property assets.

Business income derived from the use of each qualified intangible asset is partially exempted from taxation for both IRES

and IRAP purposes. We are currently applying the Patent Box tax regime for the period from 2020 to 2024, in line with

applicable tax regulations in Italy. Law Decree No. 146 as amended by the 2022 Italian budget law, replaced the former

Patent Box regime (which allowed taxpayers to exempt from corporate income tax (IRES) and regional income tax (IRAP)

up to 50% of their income derived from the direct or indirect exploitation of intangibles) by introducing a new Patent Box

regime with a 110% “super tax deduction” for research and development expenses related to eligible intangible assets. The

decree provides for a specific transitional procedure between the two regimes. The amount of the related tax benefits (if any)

that the Group may receive from the Patent Box or other tax regimes remains subject to uncertainty.

In addition, we benefit from the measures introduced in Italy by art. 110 of Law Decree no. 104/2020, converted

into Law no.126/2020, which reopened the voluntary step up of tangible and intangible assets, with the application of a three-

percent substitutive tax rate. The budget law for fiscal year 2022 introduced some retroactive changes to the step-up regime.

In particular, it provided for an increase from 18 years to 50 years of the amortization period for tax purposes for any

trademarks and goodwill that benefited from the step-up regime, which reduces the annual financial benefit but does not

affect the overall positive impact of the incentive.

Furthermore, we currently calculate taxes due in Italy based, among other things, on certain tax breaks recognized

by Italian tax regulations for R&D expenses and for the investments on manufacturing equipment, the Allowance for

Corporate Equity (ACE) and tax credits for energy costs, which result in tax savings.

These measures continue to mitigate the tax burden in Italy. Significant changes in regulations or interpretation

might adversely affect the availability of such exemptions and result in higher tax charges. See also “Changes to taxation or

the interpretation or application of tax laws could have an adverse impact on our results of operations and financial

condition.”

Overview

Ferrari is among the world’s leading luxury brands, focused on the design, engineering, production and sale of the

world’s most recognizable luxury performance sports cars. Our brand symbolizes exclusivity, innovation, state-of-the-art

sporting performance and Italian design and engineering heritage. Our name and history and the image enjoyed by our cars

are closely associated with our Formula 1 racing team, Scuderia Ferrari, the most successful racing team in the history of

Formula 1. From the inaugural year of Formula 1 in 1950 through the present, Scuderia Ferrari has won 242 Grand Prix

races, 16 Constructors’ World titles and 15 Drivers’ World titles. We are the only team which has taken part in all the

editions of the Championship, racing in more than 1,000 Formula 1 Grand Prix races. We believe that our history of

excellence, technological innovation and defining style transcends the automotive industry, and is the foundation of the

Ferrari brand and image. We design, engineer and produce our cars in Maranello, Italy, and sell them in over 60 markets

worldwide through a network of 177 authorized dealers operating 196 points of sale as of the end of 2022.

We believe our cars are the epitome of design, performance and driving thrills. Our product offering comprises four

main pillars: Range, Special Series, Icona and Supercar. Our current product portfolio (including cars presented in 2022, for

which shipments will commence in future years) is comprised of ten Range models (four V8 internal combustion engine

(“ICE”) models: Roma, Portofino M, F8 Tributo and F8 Spider; two V12 ICE models: 812 GTS and Purosangue; two V6

hybrid models: 296 GTB and 296 GTS; two V8 hybrid models: SF90 Stradale and SF90 Spider), two Special Series models

(812 Competizione and 812 Competizione A), and our latest Icona expression (Daytona SP3). In 2022, we launched two new

models: the 296 GTS (the spider version of the 296 GTB), a PHEV featuring a new V6 engine, and the Ferrari Purosangue,

the first ever four-door, four-seater Ferrari featuring a V12 internal combustion engine. In 2022, with the launch of the Ferrari

Purosangue and the 296 GTS, we met our previously announced objective of introducing 15 new models by 2022 (as

announced at our Capital Markets Day in September 2018), which is unprecedented for Ferrari over a similar time frame. In

the first quarter of 2022 we completed the shipments of the Ferrari Monza SP1 and Monza SP2, our first Icona expression.

We also produce limited edition Supercars and One-Off cars. Our most recent Supercar model, the LaFerrari Aperta,

the spider version of the LaFerrari, was launched in 2016 to celebrate our 70th anniversary.

In 2022, we shipped 13,221 cars and recorded net revenues of €5,095 million, EBIT of €1,227 million, net profit of

€939 million and earnings before interest, taxes, depreciation, and amortization (EBITDA) of €1,773 million. For additional

information regarding EBITDA, including a reconciliation of EBITDA to net profit, as well as other non-GAAP financial

measures we present, see “Financial Overview—Liquidity and Capital Resources—Non-GAAP Financial Measures”.

Whilst broadening our product portfolio to target a larger customer base, we continue to pursue a low volume

production strategy in order to maintain a reputation for exclusivity and scarcity among purchasers of our cars and we

carefully manage our production volumes and delivery waiting lists to promote this reputation. We divide our regional

markets into (i) EMEA, (ii) Americas, (iii) Mainland China, Hong Kong and Taiwan, and (iv) Rest of APAC, which

represented respectively 45.1 percent, 26.1 percent, 11.7 percent and 17.1 percent of units shipped in 2022. The geographic

distribution of shipments reflects deliberate allocations driven by the pace of introduction of individual models.

We focus our marketing and promotion efforts on the investments we make in our racing activities and in particular,

Scuderia Ferrari’s participation in the FIA World Endurance Championship and in the FIA Formula 1 World Championship,

the latter being the pinnacle of motorsport and is one of the most watched annual sports series in the world, with

approximately 445 million unique viewers in 2021 and an average total audience for a Grand Prix weekend of 70.3 million.

(Source: Formula 1 Press Office). Although our most recent Formula 1 world title was in 2008, we continuously enhance our

focus on Formula 1 activities with the goal of improving racing results and restoring our historical position as the premier

racing team in Formula 1. We believe that these activities support the strength and awareness of our brand among motor

enthusiasts, clients and the general public. In 2022, we unveiled the 296 GT3, the V6 that will replace the 488 GT3, which

delivered 119 titles and over 500 wins and takes its place in history as the most successful racing Ferrari to date. In the same

year, we also unveiled our new Le Mans hypercar, the 499P, which marks Ferrari’s return to the top tier of the FIA World

Endurance Championship in the 2023 Season, 50 years after we last competed for the title.

Ferrari’ presence in the broader luxury landscape is a unique opportunity to ensure brand relevance across present

and future generations and to amplify the cultural relevance of our brand. As one of the world’s primary luxury brands, we

operate in carefully selected luxury and lifestyle categories - personal luxury goods, collectibles and experiences, the role of

which is to fuel long-term growth by broadening our customer base and expanding our unique value proposition beyond our

core business, while preserving the brand’s DNA, its heritage and values. See below “Overview of Our Business—Ferrari

Lifestyle Strategy”.

As part of our Lifestyle activities, in 2021 we launched our own Ferrari fashion collections with dedicated fashion

shows in June 2021, February 2022 and September 2022. We also license the Ferrari brand to a limited number of producers

and retailers of luxury and lifestyle sectors, including theme parks that, we believe, enhance the brand experience of our loyal

clients and Ferrari enthusiasts. The world of Ferrari can also be experienced in our Ferrari Museum in Maranello and in the

Enzo Ferrari Museum in Modena. Our international network of Ferrari Stores consisted of 16 Ferrari-owned directly operated

stores and 2 franchised stores as of December 31, 2022, where visitors can find our fashion collection, as well as on our

website and in selected multi-brand points of sale.

We will continue focusing our efforts on protecting and enhancing the value of our brand to preserve our strong

financial profile and fuel long term growth in existing and emerging markets, while expanding the Ferrari brand to carefully

selected lifestyle categories.

History of the Company

Ferrari was incorporated as a public limited liability company (naamloze vennootschap) under the laws of the

Netherlands on September 4, 2015 with an indefinite duration. Our official seat (statutaire zetel) is in Amsterdam, the

Netherlands, and our corporate address and principal place of business are located at Via Abetone Inferiore n. 4, I-41053

Maranello (MO), Italy. Ferrari is registered with the Dutch Trade Register of the Chamber of Commerce under number

64060977. Its telephone number is +39-0536-949111. The name and address of the Company’s agent in the United States is:

Ferrari North America, Inc., 250 Sylvan Avenue, Englewood Cliffs, NJ 07632. Its telephone number is +1 (201) 816 2600.

Our company is named after our founder Enzo Ferrari. An Alfa Romeo driver since 1924, Enzo Ferrari founded his

own racing team, Scuderia Ferrari, in Modena in 1929 initially to race Alfa Romeo cars. In 1939 he set up his own company,

initially called Auto Avio Costruzioni. In late 1943, Enzo Ferrari moved his headquarters from Modena to Maranello, which

remains our headquarters to this day.

In 1947, we produced our first racing car, the 125 S. The 125 S’s powerful 12 cylinder engine would go on to

become synonymous with the Ferrari brand. In 1948, the first road car, the Ferrari 166 Inter, was produced. Styling quickly

became an integral part of the Ferrari brand.

In 1950, we began our participation in the Formula 1 World Championship, racing in the world’s second Grand Prix

in Monaco, which makes Scuderia Ferrari the longest running Formula 1 team. We won our first Constructor World Title in

1952. Our success on the world’s tracks and roads extends beyond Formula 1, including victories in some of the most

important car races such as the 24 Hours of Le Mans, the world’s oldest endurance automobile race, and the 24 Hours of

Daytona.

The Fiat group acquired a 50 percent stake in Ferrari S.p.A. in 1969 and increased its stake to 90 percent in 1988

following the death of Enzo Ferrari, with the remaining 10 percent held by Enzo Ferrari’s son, Piero Ferrari.

Ferrari became an independent, publicly traded company following its separation from Stellantis (prior to the merger

with Peugeot S.A. in January 2021, FCA ), which was completed on January 3, 2016 (the “Separation”) and occurred through

a series of transactions including (i) an intragroup restructuring which resulted in the Company’s acquisition of the assets and

business of Ferrari North Europe Limited and the transfer by FCA of its 90 percent shareholding in Ferrari S.p.A. to the

Company, (ii) the transfer of Piero Ferrari’s 10 percent shareholding in Ferrari S.p.A. to the Company, (iii) the initial public

offering of common shares of the Company on the New York Stock Exchange in October 2015 under the ticker symbol

RACE, and (iv) the distribution, following the initial public offering, of FCA’s remaining interest in the Company to FCA’s

shareholders. On January 4, 2016, the Company also completed the listing of its common shares on the Mercato Telematico

Azionario (“MTA”, subsequently renamed Euronext Milan), under the ticker symbol RACE.

Industry Overview

Within the luxury goods market, we define our target market for luxury performance cars powered by engines

producing more than 500 hp and selling at a retail price in excess of Euro 150,000 (including VAT). The luxury performance

car market historically has followed relatively closely growth patterns in the broader luxury market. The luxury performance

car market is generally affected by global macroeconomic conditions and, although we and certain other manufacturers have

proven relatively resilient, general downturns can have a disproportionate impact on sales of luxury goods in light of the

discretionary nature of consumer spending in this market. Furthermore, because of the emotional nature of the purchasing

decision, economic confidence and factors such as expectations regarding future income streams as well as the social

acceptability of luxury goods may impact sales.

Following the sharp recession of 2008-2009, the luxury performance car market has been resilient to further

economic downturns and stagnation in the broader economy, driven by an increase in new product launches. A sustained

period of wealth creation in several Asian countries and, to a lesser extent, in the Americas, has led to an expanding

population of potential consumers of luxury goods. Developing consumer preferences in the Asian markets, where the newly

affluent are increasingly embracing western brands of luxury products, have also led to higher demand for cars in our

segment, which are primarily produced by established European manufacturers. In turn, the changing demographic of

customers and potential customers is driving an evolution towards luxury performance cars also suited to an urban and more

frequent use. Additionally, the growing appetite of younger affluent purchasers for luxury performance cars has led to new

entrants to the industry, which in turn has resulted in higher sales overall in the market.

After the challenges brought by the onset of the COVID-19 pandemic in 2020, which depressed industry volumes,

the luxury performance car market experienced a V-shaped recovery in 2021 and in 2022, when it surpassed 2019 pre-

pandemic levels. Ferrari shipments surpassed the 2019 pre-pandemic levels a year earlier, in 2021, benefiting from actions

taken to mitigate the impact of the COVID-19 pandemic (including widespread vaccination campaigns) and to maintain

production capacity.

One of the key elements driving the positive performance of the market in 2021 and 2022 was the renewed product

offering by several competitors. This strong performance of the luxury performance car market was achieved despite several

adverse global events like supply chain issues, the semi-conductor crisis, the ongoing conflict between Russia and Ukraine,

and rising inflation. Most of the producers in the luxury performance car market managed to navigate through these

difficulties by adjusting their supply chain policies and by revising their pricing strategies, as well as through the

aforementioned renewal of their product offerings.

Unlike in other segments of the broader luxury market, in the luxury performance car market, a significant portion of

demand is driven by new product launches. The market share of individual producers fluctuates over time reflecting the

timing of product launches. New launches tend to drive sales volumes even in difficult market environments because the

novelty, exclusivity and excitement of a new product is capable of creating and capturing its own demand from clients. The

luxury performance car market also experienced an increased demand for personalization and digital connectivity, with

several industry players introducing customized solutions to serve local markets.

Growing environmental concerns are leading to the implementation of increasingly stringent emissions regulations

and an increase in demand for both hybrid and electric vehicles. Cost and limited charging infrastructure are currently

limiting factors in the demand for electric vehicles, but advancements in battery technology in coming years are expected to

boost sales of hybrid and electric high-performance luxury vehicles, although at a slower pace compared to mass market

vehicles. The ability to combine driving experience with hybrid and electric technology will be key for the commercial

success of high performance luxury vehicles.

As shown in the chart below, our volumes in recent years have proven less volatile than our competitors’. We

believe this is due to our strategy of maintaining low volumes compared to demand, as well as to the higher number of

models in our product portfolio and our more frequent product launches compared to our competitors.

•Ferrari and Luxury Performance Car Industry data are updated to December 31, 2022.

•We identify the Luxury Performance Car Industry to include all luxury sports cars with power above 500 hp, and retail price above Euro 150,000

(including VAT) sold by Aston Martin, Audi, Bentley, BMW, Ferrari, Ford, Honda/Acura, Lamborghini, Maserati, McLaren, Mercedes Benz,

Polestar, Porsche and Rolls-Royce.

•Ferrari data based on internal information for the 25 Top Countries (excluding Middle East countries) for Ferrari annual registrations and sales

(which accounted for approximately 91% of the total Ferrari shipments in 2022).

•Data for the Luxury Performance Car Industry based on units registered (in Brazil, Japan, Taiwan, United Kingdom, Germany, France,

Switzerland, Italy, Poland, Hungary, Czech Republic, Spain, Sweden, Netherlands, Belgium and Austria) or sold (in USA, Canada, South Korea,

Mainland China, Russia, Australia, New Zealand, Singapore and Indonesia). Source: USA-US Maker Data Club; Brazil-JATO; Canada-JATO;

Austria-OSZ; Belgium-FEBIAC; France-SIV; Germany-KBA; UK-SMMT; Italy-UNRAE; Netherlands-VWE; Poland-CEPiK; Hungary-Ministry

of the Interior; Czech Republic-Cars Importers Association; Spain-TRAFICO; Sweden-BranschData; Switzerland-ASTRA; Mainland China-

China Automobile Industry Association-DataClub; Russia-AEBRUS; Taiwan-Ministry of Transportation and Communications; Australia-

VFACTS-S; Japan-JAIA; Indonesia-GAIKINDO; New Zealand-VFACTS; Singapore-LTA, MTA (Land Transport Authority, Motor Trader

Associations); South Korea-KAIDA.

In 2022, Ferrari’s volumes in the largest 25 markets increased compared to 2021, primarily driven by the

contribution from our renewed and enlarged product range. In 2022, we had a market share of 24% in the luxury performance

car market.

The chart below sets forth our market shares in 2022 based on volumes in our largest 25 markets by geographical

area.

•Ferrari and Luxury Performance Car Industry data are updated to December 31, 2022.

•We identify the Luxury Performance Car Industry to include all luxury sports cars with power above 500 hp, and retail price above Euro 150,000

(including VAT) sold by Aston Martin, Audi, Bentley, BMW, Ferrari, Ford, Honda/Acura, Lamborghini, Maserati, McLaren, Mercedes Benz,

Polestar, Porsche and Rolls-Royce.

•Ferrari data based on internal information for the 25 Top Countries (excluding Middle East countries) for Ferrari annual registrations and sales

(which accounted for approximately 91% of the total Ferrari shipments in 2022).

•Data for the Luxury Performance Car Industry based on units registered (in Brazil, Japan, Taiwan, United Kingdom, Germany, France,

Switzerland, Italy, Poland, Hungary, Czech Republic, Spain, Sweden, Netherlands, Belgium and Austria) or sold (in USA, Canada, South Korea,

Mainland China, Russia, Australia, New Zealand, Singapore and Indonesia). Source: USA-US Maker Data Club; Brazil-JATO; Canada-JATO;

Austria-OSZ; Belgium-FEBIAC; France-SIV; Germany-KBA; UK-SMMT; Italy-UNRAE; Netherlands-VWE; Poland-CEPiK; Hungary-

Ministry of the Interior; Czech Republic-Cars Importers Association; Spain-TRAFICO; Sweden-BranschData; Switzerland-ASTRA; Mainland

China-China Automobile Industry Association-DataClub; Russia-AEBRUS; Taiwan-Ministry of Transportation and Communications; Australia-

VFACTS-S; Japan-JAIA; Indonesia-GAIKINDO; New Zealand-VFACTS; Singapore-LTA, MTA (Land Transport Authority, Motor Trader

Associations); South Korea-KAIDA.

•Ferrari is market leader in several countries, including France, Italy, Japan, Mainland China, Taiwan and Singapore, among others.

While we monitor our market share as an indicator of our brand appeal, we do not regard market share in the luxury

performance market as particularly relevant as compared to other segments of the automotive industry. We are not focused on

market share as a performance metric. Instead, we deliberately manage our supply relative to demand, to defend and promote

our brand exclusivity and premium pricing.

Competition

Competition in the luxury performance car market is concentrated in a fairly small number of producers, including

both large automotive companies that own luxury brands as well as small producers exclusively focused on luxury cars, like

us. Our main competitors are Lamborghini, McLaren, Aston Martin, Rolls-Royce and Bentley, as well as Porsche, Mercedes

and Audi in certain segments of the market, and may vary based on the technical characteristics and target customer segment

for each model.

Competition in the luxury performance car market is primarily driven by the strength of the brand and the appeal of

the products in terms of performance, styling and innovation as well as by the manufacturers’ ability to regularly renew their

product offerings in order to continue to stimulate customer demand.

Competition among similarly positioned luxury performance cars is also driven by price and total cost of ownership.

Resilience of the car value after a period of ownership is an important competitive dimension among similarly positioned

luxury cars, because higher resilience decreases the total cost of ownership and promotes repeat purchases: we believe this is

a strong competitive advantage of Ferrari cars.

Overview of Our Business

Range, Special Series, Icona and Supercar: New Ferrari Line-Up Strategic Pillars

Our product offering comprises four main pillars: Range, Special Series, Icona and Supercar. Our current product

portfolio as of 2022 includes ten Range models (four V8 internal combustion engine (“ICE”) models: Roma, Portofino M, F8

Tributo and F8 Spider; two V12 ICE models: 812 GTS and Purosangue; two V6 hybrid models: 296 GTB and 296 GTS; two

V8 hybrid models: SF90 Stradale and SF90 Spider), two Special Series models (812 Competizione and 812 Competizione

A), and one strictly limited edition Icona model (Daytona SP3). We also produce limited edition Supercars and One-Off cars.

Our most recent Supercar model, the LaFerrari Aperta, was launched in 2016 to celebrate our 70th anniversary. In 2022, we

launched the 296 GTS and the Purosangue.

Our diversified product offering includes different architectures (such as front-engine and mid-rear engine), engine

sizes (V6, V8 and V12), technologies (natural aspirated, turbo-charged, hybrid), body styles (such as coupes, spiders, targa

and 4-doors) and seats (2 seaters, 2+ seaters, 4 seaters).

We target end clients seeking high performance cars with distinctive design and state-of-the-art technology. Our

broad product portfolio is designed to fulfill the strategy of “different Ferrari for different Ferraristi, different Ferrari for

different moments”, which means being able to offer a highly differentiated product line-up that can meet the varying needs

of current and new customer segments (in terms of sportiness, comfort, on-board space and design, amongst others) and that

can allow our existing clients to use a Ferrari in various moments of their lives. We believe that our target end clients can be

divided into two main categories: on the one hand, the “Sports Car Driver”, a client looking for an elegant and understated

design, who like driving their car in a variety of locations and conditions, alone or with passengers, and who use their Ferrari

for longer journeys; on the other hand, the “Pilot”, a client looking for a high performing and extreme sports car, who intend

to drive their car on track and on challenging roads, and who are looking for an exciting driving experience.

We are also actively engaged in after sales activities driven, among other things, by the objective of preserving and

extending the market value of the cars we sell. We believe our cars’ performance in terms of value preservation after a period

of ownership significantly exceeds that of any other brand in the luxury car segment. High residual value is important to the

primary market because clients, when purchasing our cars, take into account the expected resale value of the car in assessing

the overall cost of ownership. Furthermore, a higher residual value potentially lowers the cost for the owner to switch to a

new model thereby supporting client loyalty and promoting repeat purchase.

The following chart shows the percentage of our unit shipments(1) by pillar(2) for the years ended December 31, 2022,

2021 and 2020:

(1)Excluding the XX Programme, racing cars, one-off and pre-owned cars.

(2)There were no shipments of Supercars during the period from 2020 to 2022.

The following chart shows the percentage of our unit shipments(1) by geographic market for the years ended

December 31, 2022, 2021 and 2020:

(1)Excluding the XX Programme, racing cars, one-off and pre-owned cars.

See also “Financial Overview—Trends, Uncertainties and Opportunities—Shipments”.

The following chart shows the percentage of our unit shipments(1) by engine type for the years ended December 31,

2022, 2021 and 2020:

(1)Excluding the XX Programme, racing cars, one-off and pre-owned cars.

Range

We believe that our target end clients can be divided into two main categories: Pilot and Sports Car Driver.

Range models designed for the Pilot clients are characterized by compact bodies, a design guided by performance

and aerodynamics, that often benefit from technologies initially developed for our Formula 1 single-seaters or Ferrari GT

racing activities. They favor performance over comfort, seeking to provide the driver with an immediate response and

superior handling, leveraging state-of-the-art vehicle dynamics, components and controls. We currently offer seven such

models: the SF90 Stradale and the SF90 Spider, our first series production cars which feature PHEV technology that

combines a V8 engine (780 hp) with three electric motors allowing the car to reach 1,000 hp; the F8 Tributo and the F8

Spider, equipped with a mid-rear V8 engine (720 hp) and 4 time winner of the engine of the year award; the 812 GTS,

equipped with a front V12 engine (800 hp); the 296 GTB and the 296 GTS, powered by the first 6-cylinder engine installed

on a Ferrari road car, producing 830 hp of total power output delivered by the new 120° V6 engine (663 hp), coupled with an

electric motor capable of delivering a further 122 kW (167 hp) – an unprecedented performance for a V6 car.

Our Range models that are designed for the Sports Car Driver client, which also exhibit the performance expected of

a Ferrari, are characterized by more refined interiors with a higher focus on comfort and on-board life quality. We currently

offer three such models: two models equipped with our V8 engine, the Ferrari Roma (620 hp) and the Ferrari Portofino M

(620 hp), and one model equipped with our V12 naturally aspirated engine, the new Ferrari Purosangue (725 hp) launched in

September 2022.

Special Series

From time to time, we also design, engineer and produce Special Series cars which can be limited in time or volume

and are usually based on some of our Range models but introduce novel product concepts. These cars are characterized by

significant modifications designed to enhance performance and driving thrills. Our Special Series cars are particularly

targeted to collectors and, from a commercial and product development standpoint, they facilitate the transition from existing

to new Range models. In 2021, we launched the 812 Competizione, shipments of which commenced in 2022, and the 812

Competizione A, whose shipments are expected to commence in 2023. The 812 Competizione and the 812 Competizione A,

respectively a coupe and targa, both feature 830 hp engines and represent the pinnacle of our technical expertise and

performance with an extraordinary weight to power ratio of 1.79 kg/hp, which puts them at the top of our V12 car category,

reaching 0-100 km/h in 2.85 seconds and 0-200 km/h in 7.7 seconds. In 2020, we completed the deliveries of the Ferrari 488

Pista and Ferrari 488 Pista Spider, our previous Special Series models.

Icona

In September 2018, we introduced a new pillar of our product portfolio: the Icona, a unique concept that takes

inspiration from the iconic concepts of our history and reinterprets them in a modern fashion, pairing timeless design with

state-of-the-art materials and technology. The first example of this strictly limited-edition product line-up is the Ferrari

Monza SP1/SP2, which is inspired by the classic collectible barchetta cars, the 750 Monza and 860 Monza. In 2021, the

Daytona SP3 was unveiled. This limited-edition targa takes inspiration from legendary Ferrari sports prototypes of the 1960s

and sports a naturally aspirated V12 engine, mid-rear-mounted in typical racing car style. The most iconic of all Ferrari’s

engines, this power unit delivers 840 hp – along with 697 Nm of torque and maximum revs of 9500 RPM – making it the

most powerful naturally aspirated road engine ever built by Ferrari.

Supercars

In line with our tradition of Supercars starting with the GTO (288 GTO) in 1984 and including the Enzo in 2002, the

LaFerrari in 2013 and the LaFerrari Aperta, our latest supercar launched in 2016, we also produce limited edition Supercars.

These are the highest expression of Ferrari road car performance at the time and are often the forerunners of technological

innovations for future Range models, with innovative features and futuristic design.

One-Offs

In order to meet the varying needs of our most loyal and discerning clients, we also produce a very limited number

of One-Off models. While based on the chassis and equipped with engines of one of the current models for homologation and

registration purposes, these cars reflect the exact exterior and interior design specifications requested by the clients, and are

produced as a single, unique car. Some of the most iconic models emerged from our One-Off program include the SP12 EC

(inspired by the 512 BB and created in 2011), the F12 TRS (a radical two-seat roadster created on the platform of the F12

berlinetta in 2014), the Ferrari SP38 (a superlative mid-rear V8 turbo taking inspiration from the legendary Ferrari F40), the

458MM Speciale (the last mid rear model with a V8 naturally aspirated engine in 2016), the Ferrari P80/C, a real track car

taking inspiration from past Ferrari Sport Prototipo models, and the Ferrari Omologata, based on the 812 Superfast V12

platform. The most recent models include the BR20, a very elegant V12 based on the GTC4 Lusso and produced in 2021, and

the SP48 Unica, based on the F8 Tributo, and the SP51, based on the 812 Superfast but with an open-air configuration, both

launched in 2022.

The following chart shows our product offering’s strategic pillars in terms of their appeal to Ferraristi and Collectors

respectively.

Personalization Offer

All of our models feature highly customizable interior and exterior options, which are included in our

personalization catalogue. Some of these options include performance contents like carbon fiber parts, carbon fiber wheels,

titanium exhaust systems, alternative brake caliper colors, parking cameras, MagnaRide dual mode suspension, various door

panel configurations, steering wheel inserts and state-of-the-art custom high fidelity sound systems. Starting with the SF90

Stradale and the SF90 Spider, we have also introduced the “Assetto Fiorano” configuration, which provides numerous

exclusive features for those who seek extreme performance and design. This more extreme configuration is also available for

the 296 GTB and 296 GTS. With the launch of the Purosangue in 2022, we added new options for our customers including

dimmable and carbon fiber roof and a design specification package, which provide a complete and holistic offer for all types

of customers.

With our “Special Equipment & Atelier” program, we offer clients additional customization choices for their cars.

Our specialists are able to guide clients in creating a very customized car through a wide catalogue of special items such as

different types of rare leathers (with new colors presented during 2022), custom stitching, special paints, special carbon fiber,

and personalized luggage sets designed to match the car’s interior.

The “Tailor Made” program provides an additional level of personalization to meet the increased expectations of our

clients. A dedicated Ferrari designer assists clients in selecting and applying virtually any specific design element of their

choice. Our clients benefit from a large selection of finishes and accessories in an array of different materials (ranging from

cashmere to denim), treatments and hues. To assist our clients’ choice we also offer three collections inspired by Ferrari’s

own tradition: Scuderia (taking its lead from our sporting history), Classica (bringing a modern twist to the styling cues of

our signature Range models) and Inedita (showcasing more experimental and innovation-led personalization). In 2022, we

produced the first cars from the Cavalcade Collection. These cars were specially crafted by Ferrari Tailor Made in order to

celebrate ten years of memorable road journeys in a range of striking color themes inspired by spectacular Italian landscapes.

The “One-off” program is the maximum level of personalization and exclusivity. See “—Supercars" and "—One-

Offs” above for additional details.

Design

Design is a fundamental and distinctive aspect of our products and our brand. The design of a Ferrari is a structural

part of our innovation process, and everything we do to develop the lines of our cars is functional to increase their

performance and driving thrills. Our designers, modelers and engineers work together to create car bodies that incorporate the

most innovative aerodynamic solutions in the sleek and powerful lines typical of our cars. The interiors of our cars seek to

balance functionality, aesthetics and comfort. Cockpits are designed to maximize the driving experience, tending towards

more sporty or more comfortable depending on the model. The interiors of our vehicles boast elegant and sophisticated trims

and details that enhance the ergonomic layout of all main controls, many of which are clustered on the steering wheel. A

guiding principle of our design is that each new model represents a clear departure from prior models and introduces new and

distinctive aesthetic elements, delivering constant innovation within the furrow of tradition.

For the design of our cars we have relied historically on Italian coachbuilders such as Carrozzeria Touring, Vignale,

Scaglietti and Pininfarina. These partnerships helped Ferrari in defining its design language at the forefront of design

advance. Throughout the years this area of excellence has been recognized repeatedly by a long series of awards being

bestowed upon Ferrari cars.

In 2010 we established the Ferrari Design Centre, our in-house design department, with the objective of improving

control over the entire design process and ensuring long-term continuity of the Ferrari style. The mission of the Ferrari

Design Centre is to define and evolve the stylistic direction of the marque, imprinting all new products with a modern stamp,

according to a futuristic, uncompromised vision. The name and logo “Ferrari Design” denotes all concepts and works of the

Ferrari Design Centre (see “—Intellectual Property”). Ferrari Design handles all aspects of automotive styling for the Ferrari

road cars product range, encompassing the styling of all bodywork, external components and interior trim, applied to series

production models for the Range, Special Series, Supercars, Icona, One-Offs, concept cars and some track-only models.

Ferrari Design also includes a Color & Trim unit which manages the choice of materials and finishes for both exterior and

interior trim and, in addition, is responsible for the Tailor Made program in conjunction with the Product Marketing

department. Ferrari Design is also often involved in the styling and conceptual definition of Ferrari branded products

produced by our licensees (see “—Ferrari Lifestyle Strategy”). In 2019, we created the Advanced Design team, a laboratory

that aims at defining the brand’s design vision, developing new concepts and formal languages through so far unexplored

methods and tools, and trying to achieve simplification and formal purity while staying true to the Ferrari DNA which has

characterized its history.

Ferrari Design is organized as an integrated automotive design studio, employing a total workforce of approximately

120 people (full-time workers as well as external contractors) including designers, 3D surfacing operators, physical modelers

and graphic artists. It operates a modeling studio fully equipped with 5-axis milling machines with the capacity to develop

various full-scale models (interior and exterior) in parallel.

In September 2018, we opened a new building for the Ferrari Design Centre, which is our first facility fully

dedicated to the Ferrari Design. The new building hosts two Ateliers and the Tailor Made department to engage clients with

Ferrari’s rich personalization services. The Ferrari Design Centre has designed our most recent cars, including our entire

current line-up.

In 2022, we unveiled, among others:

•The Ferrari Purosangue, the Prancing Horse’s first ever four-door, four-seater;

•The 296 GTS, our latest evolution of the mid-rear-engined two-seater berlinetta spider equipped with our innovative

V6 hybrid engine;

•The 296 GT3, the V6 track car that will replace the 488 GT3;

•The 499P, our new Le Mans hypercar for the track;

•The Ferrari Vision Gran Turismo, the first Ferrari concept car, created specifically for the virtual motor sports world,

which represents a futuristic Design Manifesto for Ferrari’s road and racing cars.

During its 13 year history, the Ferrari Design Centre has received many prestigious design awards for the cars it has

designed, including the following in the last 2 years:

•Ferrari Daytona SP3: Red Dot Best of The Best (2022); EyesOn Design Award (2022); Grand Prix du Design-

Automobile Awards (2022);

•Ferrari 296 GTB: iF Design Award (2022); Red Dot Design Award (2022); Car Design Award (2022); AUTONIS -

Auto Motor und Sport - Best Design Innovation (2022); Supercar Of The Year – Top Gear Awards (2022);

•Ferrari 812 Competizione: iF Design Award (2022); Red Dot Design Award (2022);

•Ferrari 812 Competizione A: iF Design Award (2022); Red Dot Design Award (2022);

•Ferrari SF90 Spider: iF Design Award (2021); Red Dot Design Award (2021);

•Ferrari Omologata: Red Dot Design Award (2021);

•Ferrari Roma: iF Design Award (2021);

•Ferrari Portofino M: AUTONIS - Auto Motor und Sport - Best New Design (2021).

On September 27, 2021, we announced a long-term, multi-year collaboration with the creative collective LoveFrom.

The first expression of this new partnership will bring together Ferrari’s legendary performance and excellence with

LoveFrom’s experience and creativity that has defined extraordinary world changing products.

Racing Sports Cars Lifestyle

Product Development and Technological Innovation

Our development efforts take into account the three pillars of competitive advantage of Ferrari cars: design,

performance and driving thrills.

Design – sight is the first sense to enjoy a Ferrari and the design of a Ferrari is a structural part of our innovation

process. Everything we do to develop the design of our cars is functional to increase their performance and driving thrills.

Performance – features such as power, aerodynamics, weight, driveline and mechatronics all contribute to

determine the lap time on track. We strive to ensure that every Ferrari is the best performing car in its segment.

Driving thrills – a key differentiator of Ferrari cars. There are five main elements to driving thrills: longitudinal

acceleration, lateral acceleration, braking, gear change and sound.

Innovation Principles

Our goal with innovation is to enhance the performance and driving thrills of our cars. The unique Ferrari way of

developing a car involves the following main elements:

•leveraging on Formula 1 and racing-specific know-how;

•prioritizing innovations on core hardware and software;

•tailoring existing solutions available on the market; and

•developing distinctive and iconic components.

In addition to these internally driven factors, regulation is key in determining the direction of innovation.

Furthermore, being prepared for change is part of our DNA, and climate change is a further stimulus for us to

innovate. In the near future, we expect Ferrari’s innovation program to be focused not only on electric transition but also on

innovative materials, alternative fuels, lubricants and coolants.

In this regard, we have placed significant focus on introducing new materials, such as recycled aluminum, for which

CO2 emissions could be reduced by up to 90%, and we are working with partners on the use of alternative fuels, such as

hydrogen, E-Fuels, coolants and lubricants which would allow us to reduce emissions while continuing to use internal

combustion engines that preserve our heritage.

Our goal is to find technological solutions that will allow us to be compliant with applicable regulations, without

penalizing the performance and driving thrills of our cars.

Key Features of our Offer

Three Powertrains with Distinctive Driving Emotions

Ferrari engines are characterized by prime performance in a key parameter for cars’ engines: specific power. We

intend to broaden the powertrain offering to include full electric, hydrogen and other technologies as well as the internal

combustion engine (ICE) which continues to represent Ferrari’s heritage.

Ferrari targets a well-diversified product portfolio, composed of ICE, hybrid engines and full electric engines, each

one delivering distinctive driving emotions.

•ICE – Ferrari will continue to pursue the internal combustion engine evolution and, with the support of partners, will

develop solutions in energy efficiency and alternative fuels to build on an essential part of the Company’s heritage.

•Hybrid – our cars have shown that hybrid is the right technology for increasing pure performance, and we have

taken advantage of the technology transfer from the racing world. Ferrari firmly believes that the hybrid engine can

further increase performance, as evidenced by the four hybrid engine cars currently in our product portfolio.

•Electric – leveraging strong commonalities with the internal combustion engine, including technology transfer from

the racing world, precision mechanics, fluid-dynamics and performance software, electric technology will also

provide unique elements, driving emotions and the thrills of a true Ferrari.

The worlds of electric and combustion engines have many similarities, including:

•the racing world - Formula 1 and other racing competitions were and will be the starting point for the development

and test of new contents to use on our range cars. For instance, the architecture of our electric engine is racing

derived; but the challenge has been to industrialize that engine, in order to move from unitary production, to that of

thousands of units. A challenge that we have met thanks to the precision mechanics know-how already existing in

Maranello;

•the fluid dynamics - cooling systems are key to, among other things, the performance and durability of electric

engines. We use our know-how on combustion engine cooling systems to develop the best and most efficient

solutions for our future electric engines; and

•the performance software - the performance software, as we apply everything we have learned over the years in the

combustion world to the new challenges of the electrification era.

Ferrari Dynamic and Sensors

Sensors and the relevant know-how built over decades contribute to the driving thrills and performance, as well as

reliability and car safety.

Our first sensor, a position sensor, was adopted in 1980 on the Ferrari 308GTBi. Now, a Ferrari car can have

hundreds of sensors, including accelerometers, gyroscopes, microphones, and others, which improve vehicle dynamics as

well as performance and driving thrills.

In the near future, our cars will be equipped with new sensors that will allow us to further improve the existing

features and enable new functions, and that will play a fundamental role on battery management, increasing the life of the

battery as well as the safety of our cars. Longer term, new sensors technology will allow for new applications and a step-up in

performance.

By combining sensors and software, it will be possible to further improve the performance and driving thrills of our

cars. For example, comparing a Ferrari with a 6D sensor and one without it, we have reduced our braking distance by

approximately 10% thanks to the information collected through accelerometers, gyroscopes, and the deep control vehicle

software know-how. Another example is the FAST (“Ferrari Active Suspension Technology”), a technology that enables our

cars to apply the best suspension for every driving condition by keeping the vehicle body at the best elevation for riding.

FAST controls body roll in corners as well as the tire contact patch over high-frequency bumps.

Architecture

The other principal technical area we are focusing on is the architecture. Our architecture covers all principal

technical specifications of future Ferrari models. We expect that innovation requirements will arise principally from: the

evolution of engine families; the level of hybridization and electrification; modes of traction; the number of seats up to a real

four-seater; and the body style, which will vary much more significantly than in the past.

We expect that our core architectures will be the rear‑mid‑engine architecture and the front‑mid‑engine architecture,

each comprising several variants.

Autonomous driving and connectivity

While we do not intend to develop self-driving cars, we will adopt certain features of autonomous driving

technology in response to regulatory developments and customer preferences, especially in the Range segment. For example,

in 2018 we launched initial functionalities for Advanced Driving Assistant Systems (ADAS) such as predictive braking and

automatic cruise control on current models, and further innovations will be introduced in future models.

Ferrari is carefully monitoring the evolution of autonomous driving technologies, including sensors, new chips,

artificial intelligence and connectivity, and we will select and customize those innovations compatible with the Ferrari

experience and the highest security standards. These technologies combined with the hybridization and the incoming

cybersecurity requirements will also have an important impact on the electronic architecture of our cars and we are presently

developing our future electrical and electronic architecture to take into account these requirements.

Increased in-house manufacturing and innovation

Ferrari will continue to develop and produce its core components in-house with a strong focus on innovation, while

co-developing and tailoring best-in-class existing solutions with selected partners. Strategic partnerships in non-core

hardware and software areas will provide access to state-of-the-art technologies, helping to maintain a disciplined approach

towards investment whilst enhancing design, performance and driving thrills.

Production and Procurement

Production Process

Our production facilities are located in Maranello and in Modena, Italy (see “—Properties”). Our production

processes include supply chain management, production and distribution logistics of cars in our Range models and Special

Series, as well as assembly of prototypes and avanseries.

Notwithstanding the low volumes of cars produced, our production process requires a great variety of inputs (over

40,000 product identifier codes sourced from approximately 800 total suppliers) entailing complex supply chain management

to ensure continuity of production. Our stock of supplies is warehoused in or near Maranello, and its management is

outsourced to a third party logistics company.

Most of the manufacturing process takes place in Maranello, including aluminum alloy casting in our foundry,

engine construction, mechanical machining, painting, car assembly, and bench testing; at our second plant in Modena

(Carrozzeria Scaglietti), we manufacture the aluminum bodyworks of our cars. All parts and components not produced in

house at Ferrari are sourced from our panel of suppliers (see “—Production and Procurement—Procurement”).

Between 2002 and 2012 the plants housing our production processes were entirely renovated or rebuilt and in recent

years we have continued to make significant investments in our manufacturing facilities. Equipment may require substantial

investment with the introduction of new models or to maintain state-of-the-art technology, particularly in the case of shell

tools for the foundry, tools for machining, feature tools for body welding and special mounting equipment for the assembly.

Since 2021 we have been acquiring additional resources and production equipment, mainly in relation to Battery Electric

Vehicles (“BEVs”), to successfully manage the new technological advancements and related challenges resulting from the

transition to electrification.

As at December 31, 2022, our production processes employed 1,802 engineers, technicians and other personnel (184

white collar employees and 1,618 workers, of which 422 were temporary production employees). We have a flexible

production organization, which allows us to adjust production capacity to accommodate our expected production

requirements. This is primarily due to the low volume of cars we produce per year and to our highly skilled and flexible

employee base that can be deployed across various production areas. In addition, we can adjust our make-or-buy strategies to

address fluctuations in the level of demand on our internal production resources. Our facilities can accommodate a

meaningful increase in production compared to current output with the increase of weekend shifts to address special peaks in

demand. Since 2021 we have increased production with the introduction of a second shift on car assembly lines in addition to

the single shift operated on the V8 assembly line. We constantly work to increase the utilization rate and reduce the internal

scrap rate and we closely monitor an index of our production efficiency. We are also committed to continually improving the

reliability of our cars, reducing defects, and optimize finishing.

Unlike most low volume car producers, we operate our own foundry and machining department producing several of

the main components of our engines, such as engine blocks, cylinder heads and crankshafts. We believe this accelerates

product development and results in components that meet our specifications more closely.

Engine Production

Our engines are produced according to a vertical structure, from the casting of aluminum in our foundry up to the

final assembly and testing of the engine. Several of the main components of our engines, such as blocks and cylinder heads

are produced at our foundry in Maranello. For this purpose, we use a special aluminum alloy that includes seven percent

silicon and a trace of iron, which improves mechanical integrity, as well as our own shell and sand casting molds. Once all

components are ready, engines are assembled on different lines for our V12 engines, our V8 and V6 engines, and the V6

engines we manufacture for Maserati. The assembly process is a combination of automatic and manual operations. At the

start of the assembly process, each engine is identified with a barcode and operations are recorded electronically. Every

engine goes to the test benches to ensure it delivers the expected performance: approximately 80 to 85 percent of engines are

cold tested and approximately 15 to 20 percent of engines are also hot tested and measured for power and torque. In 2022 we

produced an average of approximately 101 engines per day, including approximately 10 V12 engines and 57 V8/V6 engines

(including 5 V8 turbo engines for Maserati), as well as 34 V6 engines for Maserati (see “—Production and Procurement—

Production Process—Manufacturing of Engines for Maserati”).

Body Assembly

In parallel with the assembly of our engines, we prepare our body-shells at our body shop Carrozzeria Scaglietti in

Modena. The main components of body-shells are not manufactured internally but are sourced from manufacturers for

chassis, bodies and carbon fiber parts. At Carrozzeria Scaglietti we have two different production lines dedicated to the

assembly of our V8, V6 and V12 aluminum bodies and one dedicated line for the assembly of a special carbon fiber body for

the Daytona SP3. We carefully check the alignment of the various parts with electronic templates and gauges and also

perform surface controls on the aluminum panels to eliminate any imperfections by either filing or panel beating. Our highly

trained specialists also manage specific phases of body-shells preparation, such as the completely manual execution of the

“aesthetic weld”, a unique joint weld between flank and roof of certain models, including the Roma. In our Scaglietti plant

we also developed a line for the assembly of the Purosangue, specifically dedicated to the construction of this model.

Painting

When transferred to our paint shop, the bodies are mounted on a loading bay, immersed in the cataphoresis tanks

and subsequently transferred to a fixing gas fired oven at 180°C. After the cataphoresis, the sealing phase of the body is

largely automated. Primers are then applied and fixed at 190°C until the completely grey body-shell is ready for painting. All

body-shells are cleaned with automatic pressure blowers (to avoid the electrostatic effect) and carefully brushed with emu

feathers (because of their natural electrostatic properties) to clean off any dirt particles or impurities before painting. The

painting process is automated for larger surfaces, while it is done by hand for some other localized areas. In 2019, we

replaced the robot which performs the application of the base coat. The whole car is painted at the same time to ensure color

harmony. The bodies are finally polished with lacquer to fix the paint and give the bodies their final finish. In 2018, we

substituted our clear coat with a new generation 2K (bi-component) transparent coat that allows us to decrease the

temperature of the oven from 140°C to 90°C; this is a very innovative process that allows us to simultaneously paint

aluminum and carbon fiber parts. At the end of the process “aesthetic blacks” are realized by painting any gaps in the car

matte black finish.

Assembly Line and Final Checks

The final assembly of our cars takes place in Maranello. We have three different lines placed at ground level and the

first floor of the building. For each model, the initial assembly operations take place simultaneously on different lines and

sections to maximize efficiency so while the body is assembled on the main line, the powertrain, as well as the cockpit and

the doors, are prepared on a separate sub-line. In 2018, the line on the first floor increased from one shift to two shifts. On the

first floor there is also the assembly line for the Daytona SP3; since April 2021 the line on the ground floor also increased to

two shifts.

Personalization and Road Tests

During the assembly process of our cars we manage the fitting of all bespoke interiors, components and special

equipment options that our clients choose as part of our personalization program (see “—Range, Special Series, Icona and

Supercar: New Ferrari Line-Up Strategic Pillars —Personalization Offer”). After the assembly phase, every car completes a

40-kilometer road test-drive.

Finishing and Cleaning

After the road test all cars go to the finishing department. There, we thoroughly clean interior and exterior, perform a

comprehensive review of the whole car, and polish and finish the bodies to give them their final appearance.

Manufacturing of Engines for Maserati

We have been producing engines for Maserati since 2003. The V8 engines that we historically produced and

continue to produce for Maserati are variants of Ferrari families of engines and are mounted on Maserati’s highest performing

models, such as the Quattroporte and Levante (turbo engines), the GranTurismo and the GranCabrio (aspirated engines). All

of the V8 engines that we sell to Maserati are manufactured and assembled according to the same production processes we

adopt for the V8s equipped on our cars (see “—Production and Procurement—Production Process”).

In 2011, we began producing a family of engines exclusively for Maserati, in much larger production volumes, to be

installed on the Quattroporte and Ghibli (mainly the F160 3.0-liter V6 Turbo engines), and in 2016 we started the production

of F161 engines to be installed on the Levante, Maserati’s SUV. The term of our supply agreement with Maserati for the

production of V6 and V8 engines will expire in December 2023. Under the framework agreement, Maserati is required to

compensate us for certain costs we may incur from our suppliers if there is a shortfall in the annual volume of engines

actually purchased by Maserati in that year. In 2022, we sold approximately 1,120 V8 turbo engines to Maserati and

approximately 8,020 V6 engines in six different versions, ranging from 330 hp to 450 hp.

In order to meet the V6 volume and specifications requirements of Maserati, in 2012 we built a dedicated assembly

facility in Maranello with a much higher level of industrialization compared to production of our V12 engines. Due to the

larger volumes and product specifications, our make-or-buy strategy for the production of F160 V6 and F161 V6 engines also

differs from the strategy applicable to the production of Ferrari engines. The vast majority of the engine components are

sourced externally from our panel of suppliers (see “—Production and Procurement—Procurement”) and in 2020 we started

sourcing all casting and machining of the cylinder heads externally, while the V6 assembly line and testing continued to be

managed by us in Maranello.

Procurement

We source a variety of components, raw materials, supplies, utilities, logistics and other services from numerous

suppliers. We recognize the contribution of our suppliers to our success in pursuing excellence in terms of luxury and

performance, therefore we carefully select suppliers that are able to meet our high standards.

For the sourcing of certain key components with highly technological specifications, we have developed strongly

synergic relationships with some of our suppliers, which we consider “key strategic innovation partners”. We currently rely

on selected key strategic innovation partners, including for the supply of transmissions and brakes. We have also developed

strong relationships with other industrial partners for bodyworks and chassis manufacturing and for powertrain and

transmissions, among other things. Pursuant to our make-or-buy strategy, we generally retain production in-house whenever

we have an interest in preserving or developing technological know-how or when we believe that outsourcing would impair

the efficiency and flexibility of our production process. Therefore, we continue to invest in the skills and processes required

for low-volume production of components that we believe improve product quality.

For the year ended December 31, 2022, the purchases from our ten largest suppliers by value accounted for

approximately 20 percent of total procurement costs, and no supplier accounted for more than 10 percent of our total

procurement costs.

Sales and After-Sales

Our commercial team, which includes 492 employees at December 31, 2022, is organized in four geographic areas

covering our principal regional end markets: (i) EMEA, (ii) Americas, (iii) Mainland China, Hong Kong and Taiwan, and (iv)

Rest of APAC.

Dealer network

We sell our cars exclusively through a network of authorized dealers (with the exception of one-offs and track cars

which we sell directly to end clients). In our larger markets we act as importer either through wholly owned subsidiaries or, in

China, through a subsidiary partly owned by a local partner, and we sell the cars to dealers for resale to end clients. In smaller

markets we generally sell the cars to a single importer/dealer. We regularly assess the composition of our dealer network in

order to maintain the highest level of quality. At December 31, 2022, our network comprised 177 dealers operating 196

points of sale.

We do not presently own dealerships and, while our strategy does not structurally contemplate owning dealerships,

we retain flexibility to adapt to evolving market requirements over time.

We believe that our careful and strict selection of the dealers that sell our cars is a key factor for promoting the

integrity and success of our brand. Our selection criteria are based on the candidates’ reputation, financial stability and

proven track records. We are also intent on selecting dealers who are able to provide a purchase and after-sales experience

aimed at exceeding our clients’ high expectations. Furthermore, our dealers are committed to promoting and marketing our

cars in a manner intended to preserve the Ferrari brand integrity and to ensure the highest level of client satisfaction.

While dealers may hold multiple franchises, we enjoy a high degree of prominence and level of representation at

each point of sale, where most of the client interface and retail experience is exclusive to Ferrari. Our network and business

development team works with all dealers to ensure our operating standards are met. Our rigorous design, layout and corporate

identity guidelines guarantee uniformity of the Ferrari image and client interface.

Despite challenges in the last years resulting from the COVID-19 pandemic, our dealer network has successfully

adapted to the new scenario and proactively invested, so that the majority of our dealer network’s worldwide facilities have

been upgraded with the latest Ferrari Corporate Identity, in order to provide clients with a superior experience while

delivering a unique luxury environment and digital touchpoints to complement the physical space.

Ferrari also uses an omni-touchpoint strategy and continues to engage with dealers and clients at different levels.

The client engagement typically takes place at the dealerships, whose ability to promote the client-community life has been

reinforced via a new corporate identity implemented in recent years, but also through digital touchpoints such as the

MyFerrari App, and through a plan of exclusive experiences organized at our headquarters in Maranello, as well as at

regional or dealer level. Client engagement activities typically feature various car driving opportunities, both on track and on

the road. We have also developed and implemented several engagement activities aimed at gathering the client community

and promoting the discovery of our brand, including through experience touchpoints. While the Casa Ferrari hospitality has

been proposed for some years, including in Pebble Beach and Abu Dhabi, in November 2022 the first Universo Ferrari brand

exhibition was held outside of Maranello in Sydney.

Competence building and training are also key to the implementation of our strategy. Through our in-house Ferrari

Academy we provide training to dealers for sales, after-sales and technical activities. This ensures that our dealer network

delivers a consistent level of market leading standards across diverse cultural environments. During the last few years our

training strategy was quickly adapted by introducing and enhancing virtual-training solutions to cope with travel restrictions,

while continuing to foster expertise in the network at the highest level. We also introduced new courses in areas such as

digital commercial execution and luxury management, with the aim of delivering the best possible client experience.

We collect and observe data relating to dealer profitability and financial health in order to prevent or mitigate any

adverse experience for clients arising from a dealer ceasing to do business or experiencing financial difficulties. Our regional

representatives visit dealerships regularly to monitor and measure performance and compliance with our operating standards.

We have the right to terminate dealer relationships in a variety of circumstances, including failure to meet performance or

financial standards, or failure to comply with our guidelines. Dealer turnover is relatively low, reflecting the strength of the

franchise and our selection processes, but is sufficient to guarantee an orderly renewal over time and to stimulate the

network’s health and performance.

We provide a suggested retail price or a maximum retail price for all of our cars, but each dealer is free to negotiate

different prices with clients and to provide financing. Although many of our clients in certain markets purchase our cars from

dealers without financing, we offer direct or indirect finance and leasing services to retail clients and to dealers. (See “—

Financial Services”).

The total number of our dealers as well as their geographical distribution tends to closely reflect the development or

expected development of sales volumes to end clients in our various markets over time. The chart below sets forth the

geographic distribution of our 196 points of sale at December 31, 2022:

Our sales are diversified across our dealer network, with the largest dealer representing approximately 2.6 percent of

our shipments, and our 15 largest dealers representing approximately 23 percent of our shipments in 2022.

As part of our supply and demand management, we determine allocations based on various metrics including

expected developments in the relevant market, the number of cars sold historically by the various dealers, current order book

of dealers and the average waiting time of the end client in the relevant market. Our order reporting system allows us to

collect and monitor information regarding end client orders and is able to assist us in production planning, allocation and

dealer management.

Parts

We supply parts for current and older models of Ferrari to our authorized dealer network. In addition to substitution

of spare parts during the life of the car, sales are driven by clients’ demand for parts to customize their cars and maximize

performance, particularly after a change in ownership, as well as parts required to compete in the Ferrari Challenge and other

client races. We also supply parts to Ferrari models currently out of production, with stocks dating back to 1995. The stock of

parts for even older models is currently owned and managed by a third party which in some cases also manufactures out-of-

stock parts based on our designs. The sale of parts is a profitable component of our product mix and is expected to benefit

from the increase in the number of Ferrari cars in circulation.

After-sales

Dealers provide after-sales services to clients, either at facilities adjacent to showrooms or in stand-alone service

points across 247 facilities worldwide at December 31, 2022. After-sales activities are very important for our business to

ensure the client’s continued enjoyment of the car and the experience. Therefore, we enforce a strict quality control on our

dealers’ services activities and we provide continued training and support to the dealers’ service personnel. This includes our

team of “flying doctors,” Ferrari engineers who regularly travel to service centers to address difficult technical issues for our

clients.

We sell cars together with a scheduled program of recommended maintenance services in order to ensure that these

cars are maintained to the highest standards to meet our strict requirements for performance and safety.

Our 7 Year Maintenance Program (free of charge for customers since 2011 on any new cars) is offered to further

strengthen customer retention in the official network and has been coupled with the possibility to extend the statutory

warranty term of our standard warranty terms through the Power warranty coverage program up to the 15th year of life of the

car. For certain strictly limited series cars (for example, the LaFerrari and the LaFerrari Aperta) we introduced a Full

Warranty Coverage Extension that can be applied after the 36-month commercial contractual warranty.

After the 7th year of life, a car (if in perfect maintenance condition) can be included in the Main Power warranty

coverage program (Maintenance and Power) through to the car’s 15th year of life. Between the 15th year of life and the

Classiche eligibility (20 year old car) Ferrari provides its customers, in addition to standard maintenance items, also certain

specific maintenance kits (Ferrari Premium) to preserve car performance and safety systems. When a car follows the full

maintenance program up to the 20th year of life, it automatically obtains the Ferrari Classiche certification.

While we do not have any direct involvement in pre-owned car sales, we seek to support a healthy secondary market

in order to promote the value of our brand, benefit our clients and facilitate sales of new cars. Our dealers provide an

inspection service for clients seeking to sell their car which involves detailed checks on the car and a certification on which

the client can rely, covering, among other things, the authenticity of the car, the conformity to original technical

specifications, and the state of repair. Furthermore, we offer owners of classic Ferrari cars maintenance and restoration

services through the 73 Officina Ferrari Classiche workshops that form part of our service network.

In addition, owners of our classic cars can seek assistance in car and engine restorations at our Ferrari Classiche

department in Maranello.

Financial Services

We offer retail client financing for the purchase of our cars as well as dealer financing through the operations of

Ferrari Financial Services (“FFS”).

We offer retail client financing:

•directly in the United States through our fully owned subsidiary Ferrari Financial Services Inc. (“FFS Inc”);

•through our associate Ferrari Financial Services GmbH in certain markets in EMEA (primarily the UK, Germany

and Switzerland); and

•through various partnerships in other European countries and other major international markets, such as Japan and

Mainland China.

FFS Inc also has limited remaining dealer financing services in the United States.

Through FFS, we offer a range of flexible, bespoke financial and ancillary services to clients (both current and new)

interested in purchasing a wide range of cars, from our current product range to older pre-owned and classic models. FFS also

provides special financing arrangements to a selected group of our most valuable and loyal customers.

Starting in 2016, FFS Inc has pursued a strategy of autonomous financing for our financial services activities in the

United States, further reducing dependency on intercompany funding and increasing the portion of self-liquidating debt with

various securitization transactions.

At December 31, 2022, the consolidated financial services portfolio was €1,400 million and entirely originated in

the United States.

Client Relations

Our clients are the backbone of our business together with our brand and our technology. We do not promote our

brand or our cars through general advertising. Our main brand marketing and promotional activities have two principal

targets.

Firstly, we target the general public. Our most significant effort in this respect is centered on our racing activities

and the resonance of Scuderia Ferrari (see “—Racing Activities—Formula 1 Activities”). We also reach the general public

through the activities of our lifestyle division through the sale of luxury goods at our stores and online, the brand’s experience

parks and museums, and collectibles. We also engage in other brand-promotional activities through digital platforms such as

eSports, and our official social media channels.

Secondly, we target existing and prospective clients on both new car and preowned car sales, seeking to promote

clients’ knowledge of our products, and their enjoyment of our cars both on road and on track, and to foster long-term

relationships with our clients, which is key to our success. In 2022, 66% of our new cars were sold to existing Ferrari owners.

In recent years, we have pursued a carefully designed enlargement and rejuvenation of our client base, while always

respecting the principle of exclusivity. As communicated during our Capital Markets Day in June 2022, over the period from

2018 to 2022 we have grown our active client base by 25%, rejuvenated our loyal client base with new clients on average 8

years younger, and generated 60% new collectors and a 25% increase in the average number of Ferrari cars owned per client.

By purchasing our cars, clients become part of a select community sharing a primary association with the Ferrari image and

we foster this sense of fellowship with a number of initiatives. We strive to maximize the experience of our clients

throughout their period of interaction with Ferrari – from first contact, through purchasing decision process, to waiting-time

management and car delivery and enjoyment.

Recognizing the importance of digital touchpoints to enhance the overall client experience, Ferrari continues to

develop the MyFerrari App, available exclusively for Ferrari clients to enhance and foster their connection to the Ferrari

world through the direct distribution of tailored content. This channel enables clients to directly access features and services,

strengthening their relationship with the brand and their preferred official Ferrari dealer.

Client Events

After nearly two years of client gatherings impacted by restrictions in response to COVID-19, with the exception of

a few countries, 2022 saw the return of many client activities held in person, a key aspect and attraction for loyal clients to

feel the sense of belonging to the Ferrari community.

In April 2022, we launched the 296 GTS, a model which defines the concept of driving thrills and represents our

latest evolution of the mid-rear-engined two-seater berlinetta spider equipped with our innovative V6 hybrid engine.

Following the launch, in May 2022, we unveiled our season-long Esperienza Ferrari program for new clients, where they can

have a full brand experience at Maranello and the opportunity to test drive our new V6 hybrid engine on the 296 GTB both

on road and at our historic Fiorano race circuit.

2022 was also an important milestone in the brand’s history, marking our 75th Anniversary. Clients attending our

first ever Icona Cavalcade, dedicated exclusively to owners of the first Icona model, the Monza SP1 and Monza SP2, were

invited to Maranello in June to join the company’s anniversary celebration, culminating in Ferrari’s Fiorano racetrack being

lit by the largest ever LED display, as certified by the Guinness World Records.

In September 2022, Ferrari unveiled the Purosangue, the first ever four-door, four-seater car in the Prancing Horse’s

75-year history. Clients from over 40 countries joined the World Premiere held at the unique Teatro del Silenzio located in

the picturesque Tuscan landscape.

In November 2022, the first Universo Ferrari brand exhibition to be held outside of Maranello took place in Sydney,

Australia. Guests were offered the opportunity to enjoy various aspects of the Ferrari experience with special models on

display including the latest Icona, the Daytona SP3, as well as the Australasia Regional Premiere of the Purosangue.

Throughout 2022, clients also had the opportunity to benefit from the exclusive and dedicated Casa Ferrari

hospitality around the world in selected venues, including Formula 1 race weekends in Melbourne, Miami, Singapore and

Abu Dhabi, as well as important automotive gatherings like Goodwood Festival of Speed in England and Pebble Beach in

Monterey.

Driving Events

Driving events serve the dual objective of allowing clients to enjoy the best emotions of driving a Ferrari, and to

foster client loyalty and repeat purchases by creating enhanced opportunities to experience new Ferrari cars. The Ferrari

community is a passionate group supported by a wide array of experiences tailored to the dreams of modern car owners,

classic car connoisseurs, and racetrack enthusiasts.

We see nurturing our clients’ passion for driving as a key asset for our future commercial success, particularly in

markets where racing traditions are less pronounced. We offer our prospective and existing clients interested in new Ferrari

models our Esperienza Ferrari program, which consists of driving sessions with a team of highly qualified and skilled Ferrari

instructors and technicians. In addition we also offer to our clients on-track driving courses (Corso Pilota), catering to

different levels of skill and experience and teaching essential driving skills for high performance cars. In selected markets,

such as China, we also offer complimentary driving courses on-track to any new car buyer.

In addition to on-track activities, we organize various on-the-road driving events for Ferrari owners, both under

proprietary formats (Ferrari Cavalcade, including the Cavalcade Classiche that are dedicated to our collectors) and with our

own branded presence within established driving events. For example, in the Ferrari Tribute to Mille Miglia and the Ferrari

Tribute to Targa Florio, modern Ferrari cars take part in their own dedicated competition before the start of the main racing.

There is also a calendar of Ferrari tours organized in various countries allowing all Ferrari owners to enjoy their cars on

specially curated road journeys.

Another exclusive driving experience is the Corso Pilota Classiche course, led by experts of the Ferrari Classiche

team and aimed at classic car enthusiasts and clients interested in learning more about the Ferrari Classiche certification

program and the storied archives at our Officine Classiche restoration department. The initiative also offers the opportunity to

experience on-track driving of the models celebrated on our Fiorano race circuit.

Client Experience On Track

The Client Experience On Track (formerly Corse Clienti) made it possible to celebrate the 30th anniversary of the

Ferrari Challenge Trofeo Pirelli with initiatives both in Europe and in America. While the European and the United States

series were very well attended, the Asia Pacific series, where the championship started in the middle of the season, was still

impacted by the effects of the COVID-19 pandemic. In 2023, the Finali Mondiali will take place at the Mugello circuit,

which will host the event from October 24 to October 30 (see “—Racing Activities—Mugello Circuit”).

The F1 Clienti and the XX Programme also generated positive results, especially in the second half of the year, as

evidenced by the record number of cars at the Finali Mondiali in Imola. With a return in terms of attendance at events

comparable to the period prior to the COVID-19 pandemic, the two programs continue to renew themselves while

maintaining tradition, introducing elements of novelty and discontinuity appreciated by the participants. Wide participation

was experienced in the Corsi Pilota programme, with a new attendance record in the United States and nearly always selling

out in Italy.

In terms of media and television coverage, the European and American series recorded significant growth in

numbers and benefited from live broadcasting on the official Ferrari YouTube channel, a service also extended to the Ferrari

Challenge UK.

In a year dedicated to celebrations, the 50th anniversary of the Fiorano circuit was celebrated with a spectacular

event organized on June 15, 2022, which earned the track entry in the Guinness World Records as the largest LED-

illuminated racetrack.

Ferrari Classiche

The Ferrari Classiche department supports Ferrari customers in managing their historic Ferrari vehicles (over 20

years from their production) with the objective of keeping as many of these classic cars on the road as possible. Services

include the certification of the authenticity of classic Ferrari cars and vehicles of particular historical relevance, the

management of Ferrari restoration and repair activities, as well as the management of Ferrari spare parts, including when

these are no longer available on the market. The department also provides advice on repair operations carried out on Ferrari

Classiche cars within its network.

Ferrari Classiche aims to create a platform of information and technical expertise to preserve and enhance over time

the awareness and value of Ferrari’s heritage and brand. We view the surviving Ferrari vehicles of historical value as the

tangible legacy and incarnation of our brand. The Ferrari Classiche department also supports and encourages the direct

participation of clients in strategic historical events.

The Ferrari Classiche department in Maranello consists of an office of specialists and a workshop in which historic

cars are checked, restored and repaired. In addition, in order to provide an enhanced service to owners away from the main

workshop in Maranello, starting in 2017 Ferrari Classiche authorized a new service network with 73 Officina Ferrari

Classiche workshops to date, primarily for vehicle repairs and the certifications’ inspections or revalidation, and the network

is expected to expand in future periods.

The authenticity of the car with respect to the initial specifications is checked via a technical inspection, performed

either at the Ferrari Classiche facility in Maranello or at an authorized Officina Ferrari Classiche, and benefits from a

comprehensive archive containing drawings of each of the individual chassis and details of historical components. Based on

the evidence gathered during this inspection, the car is then presented to an expert committee, chaired by the founder’s son,

Piero Ferrari, for the certification.

At the Maranello workshop, Ferrari Classiche carries out full restorations using either original components and

spare parts or replicas manufactured in accordance with the original specifications. Our service offers our clients the

opportunity to restore any classic Ferrari to its original pristine conditions.

The Ferrari Classiche department also provides basic technical and instructional support to the Ferrari Classiche

Academy, a new driving school project that launched in 2019 for vintage Ferrari cars, including the Ferrari 308 and 550

Maranello.

The Ferrari Classiche department also offers assistance services to customers willing to attend driving events (such

as 1000 Miglia or other rally and tour) or static events (such as concours of elegance).

Racing Activities

Participation in the FIA Formula 1 World Championship with Scuderia Ferrari and in the World Endurance

Championship with the Ferrari Endurance Team is a core element of our marketing effort and promotional activities, as well

as an important source of innovation for the support of the technological advancement of Ferrari’s product portfolio. We also

compete in the F1 Esports Championship with the Scuderia Ferrari Esports Team and we own the Mugello racing circuit in

Scarperia, near Florence, which we rent to racing events organizers. Each of these items is further discussed below.

Formula 1 Activities

The FIA Formula 1 World Championship is the pinnacle of motorsports with 445 million unique viewers and a total

cumulative global television audience of 1.55 billion in 2021. (Source: Formula 1 Press Office)

Once again in 2021, Formula 1’s social media platforms grew significantly, with the total number of followers up 40

percent to 49.1 million, and video views increased by 50 percent to 7 billion. In 2021, Formula 1’s social media channels

were once again the fastest growing major sports league in the world across the four major social platforms and registered the

fastest growth in engagement compared to other major sports. (Source: Formula 1 Press Office)

Formula 1 cars rely on advanced technology, powerful hybrid engines and cutting edge aerodynamics. While Europe

is the sport’s traditional base, longstanding non-European venues such as Australia, Brazil, Canada, Japan, Mexico and the

United States have been joined in the last two decades by racing venues in China, Bahrain, United Arab Emirates, Singapore,

Qatar, Saudi Arabia, Russia and Azerbaijan (although neither Russia nor China will host races in 2023). This provides

participants in the Formula 1 World Championship exceptional visibility on the world stage.

Scuderia Ferrari has been racing in the Formula 1 World Championship since the series was launched in 1950, and

won its first Grand Prix in 1951. We are the only team that has competed in each season since launch and the oldest and most

successful in the history of Formula 1, with 238 Grand Prix wins. Throughout our racing history, we have won 15 Drivers’

Championships and 16 Constructors’ Championships, more than any other team. Many of the best known drivers in the

sport’s history have raced in Scuderia Ferrari’s distinctive red cars including Alberto Ascari, Juan-Manuel Fangio, Mike

Hawthorn, Phil Hill, John Surtees, Niki Lauda, Jody Scheckter, Gilles Villeneuve, Michael Schumacher and Kimi Raikkonen.

Our drivers’ line-up in 2022 comprised Charles Leclerc, the first graduate of the Ferrari Driver Academy training scheme to

race for our Formula 1 racing team, and Carlos Sainz, a young but already experienced talented Spanish driver.

In 2021, the new FIA financial regulations entered into force and are now applicable as updated in 2022, imposing a

cap on certain expenses and investments related to operations and the chassis of the cars which may be incurred by any single

Formula 1 team. Moreover, development activities were also limited by the new regulation and only one development per

component was allowed in the power unit area. In October 2022, Ferrari received a certificate of compliance from the FIA

Cost Cap Administration for 2021. In December 2021, the World Motor Sport Council validated the framework for the 2026

Power Unit (PU) Regulations, which includes technical, operational and financial guidelines. The framework identifies key

objectives related to, among other things, the environmental impact, cost reduction measures and competitiveness of the FIA

Formula 1 World Championship. A detailed document setting out the 2026 Power Unit Regulations was submitted to the

World Motor Sport Council during the course of 2022. The 2026 Formula 1 Power Unit Regulations were approved in

August 2022 and apply starting in 2023 for motors to be used in the 2026 season. They will apply to power units starting

from the 2026 season of the FIA Formula 1 World Championship and, consistent with the framework proposed to the

Council, are mainly focused on the sustainability and innovation challenges of Formula 1. In 2022, the World Motor Sport

Council also approved changes to the 2022 and 2023 Formula 1 Technical Regulations to address safety matters.

The Formula 1 2022 World Championship was not significantly affected by the COVID-19 pandemic. The Russian

Grand Prix was cancelled due to the ongoing conflict between Russia and Ukraine, which reduced the Formula 1 season from

23 races to 22 races.

In terms of results, the season ended with second place for the Scuderia Ferrari in the Constructors’ Championship,

with 554 points, four victories, twenty podiums, twelve pole positions, and with second and fifth place finishes in the

Drivers’ Championship, for Charles Leclerc and Carlos Sainz, respectively.

Scuderia Ferrari’s continuing participation in the FIA Formula 1 World Championship over the five year period

from 2021 to 2025 is governed by two agreements – widely known as New Concorde Agreement - signed on August 18,

2020. The first of such agreements governs the regulatory and governance aspects of the sport, and the second governs the

commercial aspects. The New Concorde Agreement recognizes the historical role of Ferrari, the only team that has

participated in all Formula 1 World Championship editions since its inception. In exchange for their participation in Formula

1 races, the participating teams receive a share of a prize fund based on the profits earned from Formula 1-related commercial

activities managed by Formula 1, including in particular, promoters’ fees, television broadcasting royalties, partnership

agreements and other sources. Shares in the prize fund are paid to the teams, largely based on the relative ranking of each

team in the championship. We use our share of these payments to offset a portion of the costs associated with Scuderia

Ferrari, including the costs of designing and producing the race cars each year and the costs associated with managing a

racing team, including the salaries of the drivers, who are typically among the most highly paid athletes in the world. Please

see “Risk Factors—Our revenues from Formula 1 activities may decline and our related expenses may grow”.

Improvements in technology and, from time to time, changes in regulations typically require the design and

production of a new racing car every year. Therefore, in addition to our long-term research and development efforts, we begin

designing our cars each year in the spring, in anticipation of the start of the racing season the following March. While the

chassis and the power unit we build each year are designed to be used throughout the racing season, the majority of other

components fitted on our cars are adjusted from race to race depending on the characteristics of the circuits.

To maximize the performance, efficiency and safety of our Formula 1 cars, while complying with the strict technical

rules and restrictions set out by the FIA, our research and development team plays a key role in the development of our road

cars and their engines. We often transfer technologies initially developed for racing to our road cars. Examples include

steering wheel paddles for gear-shifting, the use and development of composite materials, which make cars lighter and faster,

and technology related to hybrid propulsion.

Our road cars (especially our sports car models) have benefited from the know-how acquired in the wind tunnel by

our racing car development teams, enjoying greater stability as they reach high speeds on and off the track. Our research and

development team focus on combining minimal lap times with maximum efficiency, leading to advances in kinetic energy

recovery systems, or ERS, technology. Current advanced ERS features two electric motor/generator units in every car, which

allow the car to recover, store and deploy energy generated both by the vehicle during braking and by the exhaust gases

through a turbocharger.

The great visibility, both on traditional media and on digital platforms, that Scuderia Ferrari obtains thanks to its

participation in the FIA Formula 1 World Championship continues to attract significant sponsorships. The visibility and

placement of partner logos on the car and team uniforms reflect their respective level of sponsorship.

We use the platform provided by Formula 1 for a number of associated marketing initiatives, such as the hosting of

clients and other key partners in Ferrari Formula 1 Club Hospitality to watch and experience the Grand Prix races with

Scuderia Ferrari, and our Formula 1 drivers’ participation in various promotional activities for our road cars. We also often

sell older Formula 1 cars to customers for use in amateur racing or collection.

More generally, Formula 1 racing allows us to promote and market our brand and technology to a global audience

without resorting to traditional advertising activities, therefore preserving the aura of exclusivity around our brand and

limiting the marketing costs that we, as a company operating in the luxury industry, would otherwise incur.

World Endurance Championship

Ferrari confirmed its status as World Endurance Champion of the LMGTE Pro class, both in the Constructors’ and

Drivers’ categories, and achieved several other successes during the year. At the end of a season that was once again full of

titles and successes in the most important GT championships at the international and national level, in 2022 we unveiled the

296 GT3, the V6 that will replace the 488 GT3, which delivered 119 titles and over 500 wins and takes its place in history as

the most successful racing Ferrari to date. In 2022, we also unveiled our new Le Mans hypercar, the 499P, which signals

Ferrari’s return to the top tier of the FIA World Endurance Championship in the 2023 Season – 50 years after we last

competed for the title.

Scuderia Ferrari Esports team

To further enhance the Ferrari experience, we have been focusing on the ever growing popularity of E-sports. The

Scuderia Ferrari Esports Team competes in the F1 Esports Championship, Virtual 24H of Le Mans, and SRO Esports

Championship. In 2022, the tournament expanded to cover Europe and North America, with the aim to find new drivers for

the Ferrari Esports team and a program to reach a younger audience worldwide.

Mugello Circuit

Located in Scarperia just outside Firenze, for more than 100 years the Mugello Circuit has been one of the leading

motorsport venues globally. Internationally renowned as the host venue for the Italian MotoGP Grand Prix since 1976 (and

consecutively since 1994), the Formula 1 Grand Prix of Tuscany Ferrari 1000 in 2020, and numerous international

motorsports competitions, the 5,245 metres circuit mimicking the natural slopes of the Tuscan hills is also famed for its

ultimate driving experience and modern facilities.

Originally a 66 km road circuit, the first motorsport events held at Mugello starting from 1914 were regularity. Enzo

Ferrari won in 1921 on an Alfa Romeo class 4.500. The current facilities were designed in the early 70’s and later re-

modelled in 1988 when Ferrari bought the circuit. Year after year the track has seen consistent improvements in terms of

safety with FIA Grade 1 and FIM Grade A certifications, the highest levels of homologation for a racetrack.

In 2022, the circuit hosted 190 days of track activities and 13 race weekends.

The circuit was awarded the prize for the Best Grand Prix circuit for a MotoGP event five times (1995, 1996, 1997,

2000, 2011), and is also a leader in terms of its sustainability practices. It was the first circuit in the world to obtain FIA’s

prestigious “Achievement of Excellence” in 2015 and to be certified according to the sustainable event management system

ISO 20121. In July 2021, an analysis carried out by Enovation Consulting and Right Hub on 96 circuits worldwide, 23 of

which host or have hosted a Formula 1 GP, featured the Mugello Circuit on top of the Sustainable Circuits Index.

In 2022 all certifications were renewed, including for the international standards for sustainable and event

management as well as the system of safety and health management on work places.

Ferrari Lifestyle Strategy

Ferrari’s presence in the wider luxury landscape is a unique opportunity to ensure brand relevance across

generations. The role of Ferrari Lifestyle is to fuel long term growth by broadening our customers’ base and expanding our

value proposition beyond our core business, while preserving our brand’s DNA, its heritage and values.

The goal and mission of our Ferrari Lifestyle Strategy is that of bringing to life a universe that encapsulates Ferrari’s

DNA while accompanying our clients through different stages and moments of their lives.

Over the past five years, to strengthen brand desirability, Ferrari:

1)Entered into the personal luxury goods segment, a critical segment to broaden our client base, amplifying cultural

relevance for the brand especially for future generations. We also launched our clothing and apparel collection

through three dedicated fashion shows.

2)Created a new organizational structure, creating a dedicated and talented team with fashion and luxury expertise

based in Milan and working closely with our team in Maranello.

3)Rationalized its licenses by terminating approximately half of its license agreements where the product offering and

distribution was not consistent with the positioning of the Ferrari brand.

4)Completed the rationalization of the retail network by closing 7 franchised stores and 3 directly operated stores

considered unsuitable for Ferrari’s luxury positioning. We have since relocated and restyled our existing flagship

boutiques and opened 2 new ones in the United States. Our international network of Ferrari Stores consisted of 16

Ferrari-owned directly operated stores and 2 franchised stores as of December 31, 2022.

Ferrari Lifestyle will have three pillars: (1) Personal Luxury Goods, (2) Collectibles and (3) Experience.

(1)Personal Luxury Goods – Will be dedicated to our own refined collection – accessories, apparel and selected

merchandising – embodying the style, creativity and quality that we stand for, balancing exclusiveness and

inclusiveness through a carefully combined mix of product categories. Importantly, we will continue to strengthen

partnerships with selected licensees, which will allow us to play in complementary territories/categories while being

loyal to our brand’s DNA and positioning. Through our network of directly operated stores, we offer a wide range of

Ferrari branded products, including our fashion collection and selected merchandising and licenses.

(2)Collectibles – Will build on the concept of collectability by enlarging and customizing the portfolio of available

Ferrari tokens and the offer of Ferrari branded products such as high-end watches and high-end writing instruments,

consumer electronics, sportswear, toys, leading video games, and other accessories. We will expand the offer of

products such as limited editions and one-off artifacts embodying the inherent craftsmanship and innovative spirit

that lie behind the creation, design and manufacture of our cars. We believe that this may even become the natural

platform to venture into NFTs while leveraging one block chain technology.

(3)Experience – Through this pillar we intend to nurture our heritage and celebrate our craftsmanship through dedicated

and tailor-made experiences. We will capture the essence of the Ferrari spirit by immersing customers in the racing

history, passion and values of Ferrari, through our Ferrari museums in Modena and Maranello (which attracted more

than 616,000 visitors in 2022), Il Cavallino restaurant in Maranello and our theme parks in Abu Dhabi and Spain.

Intellectual Property

We own a number of registered designs and utility patents. We expect the number to grow as we continue to pursue

technological innovations and to develop our design and brand activities.

We file patent applications in Europe, and around the world (including in the United States) to protect technology

and improvements considered important to our business. No single patent is material to our business as a whole.

We also own a number of registered trademarks, designs and patents, including approximately 500 trademarks

(word or figurative), registered in several countries and across a number classes. In particular, we ensure that the maximum

level of protection is given to the following iconic trademarks, for which we own approximately 4,270 applications/

registrations in approximately 140 countries, in most of the main classes for goods and services:

•“Ferrari” (word)

•“Ferrari” logotype:

•the “Prancing Horse” (figurative):

•the trademark (figurative):

•the racing shield (figurative):

•Scuderia Ferrari (word and figurative):

The names of our Range, Special Series and Icona car models and Formula 1 single-seater models are also registered

as trademarks (and logotypes) and we also register their domain names and the cars’ design.

The protection of intellectual property is also increasingly important in connection with our design and brand

activities. Therefore, we adopt and follow internal processes and procedures to ensure both that all necessary protection is

given to our intellectual property rights and that no third party rights are infringed by us. In addition, we are particularly

active in seeking to limit any counterfeiting activities regarding our Ferrari branded products around the world. To reach this

goal we closely monitor trademark applications and domain names worldwide, actively interact with national and local

authorities and customs and avail ourselves of a network of experienced outside counsels.

Properties

Our principal manufacturing facility is located in Maranello (Modena), Italy. It has an aggregate covered area of

approximately 835 thousand square meters. Our Maranello plant hosts our corporate offices and most of the facilities we

operate for the design, development and production of our road and track cars, as well as of our Formula 1 single-seaters.

(See “—Production and Procurement—Production Process”). Except for some leased technical equipment, we own all of our

facilities and equipment in Maranello.

Since 2002 we have either rebuilt or renovated most of the existing buildings in Maranello, including the paint shop

building and the production building. In 2015 we completed construction of the new building entirely dedicated to our

Formula 1 team and racing activities, as well as the new wind tunnel 4WD. In 2018 we completed the new Ferrari Design

Centre, a building that covers more than 7 thousand square meters. In 2019 we completed the office area and workshop area

of the New Technical Center for the development of engines and hybrid systems. The entire building and the engine and

hybrid test benches cover an area of approximately 20 thousand square meters and were completed in 2021. Also in 2019, we

purchased land of approximately 16 thousand square meters in line with our expansion plans.

In 2020 we purchased approximately 64 thousand square meters of land in Maranello to be used for future

developments. In 2021, we completed the construction of the new building related to new GT sport activities (which covers

an area of approximately 6 thousand square meters near the Fiorano track), the new building for our Formula 1 simulator and

the renovation of the offices used by our Marketing and Commercial department. In 2021 we also purchased approximately

52 thousand square meters of land in Maranello to be used for future developments.

In 2022, we started the construction of the 40 thousand square meter e-building (on land acquired in recent years),

where we will manufacture the unique Ferrari electric engines, inverters, battery modules, magnets, and assembly lines.

Adjacent to the plant is our Fiorano track, of approximately 3 thousand meters, built in 1972 and remodeled in 1996.

The track also houses the Formula 1 logistics offices. Additional facilities in Maranello include a product

development center, a hospitality area and the Ferrari museum.

We also own the Mugello racing circuit in Scarperia, near Florence, which we rent to racing events organizers (see

“—Racing Activities—Mugello Circuit”).

We own a second plant in Modena, named Carrozzeria Scaglietti. At this approximately 26 thousand square meter

plant we manufacture aluminum bodyworks for our regular Range, Special Series and prototype cars.

The total carrying value of our property, plant and equipment at December 31, 2022 was €1,458 million.

Employees

Human capital is a crucial factor in our success, building on our position as a global leader in the luxury

performance car sector and creating long-term, sustainable value. To recognize excellence, encourage professional

development and create equal opportunities, we adopt a number of initiatives, including our appraisal system to assess our

middle-managers and white collar employees through performance management metrics; our talent management and

succession planning, in addition to assessment plans for blue collars; training and skill-building initiatives; employee

satisfaction and engagement surveys, including our so-called “Pit Stop”, “Pole Position” and “Formula Cultura” programs;

and flexible work arrangements, commuting programs and a dedicated welfare program, Formula Benessere, which includes,

among other programs, Formula Benessere Donna and Formula Benessere Junior (offering medical assistance to employees

and their families) and Formula Estate Junior (offering Summer Campus to the children of employees).

At December 31, 2022, we had a total of 4,919 employees, including 152 managers and senior managers. Of these

employees, 4,606 were based at our Maranello facility and 313 were based in offices around the world (including 26

managers and senior managers), mostly in North America and China.


	December 31,
	2022	2021	2020
White-collar employees and middle-managers	2,441	2,276	2,186
Italy	2,163	2,039	1,961
Rest of the world	278	237	225
Workers	2,326	2,190	2,233
Italy	2,317	2,180	2,224
Rest of the world	9	10	9
Managers and senior managers	152	143	137
Total	4,919	4,609	4,556

Approximately 11 percent of the employees were trade union members in 2022. Our employees’ principal trade

unions are Federazione Italiana Metalmeccanici (FIM-CISL), Unione Italiana Lavoratori Metalmeccanici (UILM-UIL),

Federazione Italiana Sindacati Metalmeccanici e Industrie Collegate (FISMIC) and Federazione Impiegati Operai

Metallurgici (FIOM-CGIL).

All of our employees are covered by collective bargaining agreements signed by the Italian trade union,

Federmanager, which expired on December 31, 2022 and for which the renewal process is underway. Our other employees

are covered by two agreements: the first one entered into by FCA, CNH Industrial and Ferrari with FIM-CISL, UILM-IUL,

FISMIC, UGL and AQCF signed on March 11, 2019, which expired on December 31, 2022; we are currently negotiating its

renewal; the second one named “Accordo Premio di Competitività Ferrari” signed on September 25, 2019 which will expire

on December 31, 2023. The latter provides, among other things, for the payment of bonuses linked to performance up to a

maximum of approximately €13,000 gross per year and payable in four installments: three advances and a final balance.

In addition to the collective agreements, we have individually negotiated agreements with several of our managers

and other key employees providing for long-term incentives, exclusivity and non-compete provisions.

Regulatory Matters

We manufacture and sell our cars around the world and our operations are therefore subject to a variety of laws and

regulations relating to environmental, health and safety and other matters. These laws regulate our cars, including their

emissions, fuel consumption and safety, as well as our manufacturing facilities and operations, setting strict requirements on

emissions, treatment and disposal of waste, water and hazardous materials and prohibitions on environmental contamination.

Our vehicles, together with the engines that power them, must comply with extensive regional, national and local laws and

regulations, and industry self-regulations (including those that regulate vehicle safety). However, we currently benefit from

certain regulatory exemptions, because we qualify as an SVM or similar designation in certain jurisdictions where we sell

cars. As outlined below, these exemptions provide a range of benefits, from less stringent emissions caps and compliance

date extensions, to exemptions from zero emission vehicle production requirements.

We are in substantial compliance with the relevant regulatory requirements affecting our facilities and products

around the world. We constantly monitor such requirements and adjust our operations as necessary to remain in compliance.

Approval and market surveillance

In 2018, the European Parliament and European Council issued Regulation 2018/858, establishing the new

framework for the approval and market surveillance of motor vehicles (repealing Directive 2007/46/EC). While the previous

regulatory framework of Directive 2007/46/EC was focused on technical standards, the new regulation has a broader scope

by including market surveillance requirements in order to ensure the enforcement of applicable standards. The key objectives

of Regulation 2018/858 are: enhancing the independence of technical services (i.e. the approved testing laboratories) as well

as improving the quality of the testing of vehicles and setting stricter requirements for technical services; introducing market

surveillance in order to verify the conformity of vehicles on the market to the applicable standards, and requiring corrective

measures in case of non-compliance or where a vehicle poses a safety risk or a risk to the environment; strengthening the type

approval system with more stringent oversight by the EU. The Commission has the power to suspend, restrict or withdraw the

designation of technical services, to order recalls, and to impose financial penalties.

Greenhouse gas/CO2/fuel economy legislation

European legislation limited fleet average greenhouse gas emissions for new passenger cars to 130 grams of CO2 per

kilometer for the period 2015-2019. Due to our SVM status under EU regulations we benefited from a derogation from the

130 grams per kilometer emissions requirement available to small volume and niche manufacturers during that period.

Pursuant to that derogation, we were instead required to meet yearly CO2 emissions targets, beginning in 2012, reaching a

target level of 290 grams per kilometer in 2016 for our fleet of EU-registered vehicles that year. Despite global shipments

exceeding 10,000 vehicles in 2019, Ferrari continued to qualify as an SVM under EU regulations, because its total number of

registered vehicles in the EU per year is less than 10,000 vehicles.

In 2014, the European Union set new 2020 emissions targets, calling for 95 percent of a manufacturer’s full fleet of

new passenger cars registered in the EU in 2020 to average 95 grams of CO2 per kilometer, rising to 100 percent of the fleet

in 2021. The 2014 regulation extends the small volume and niche manufacturers derogation. Pursuant to the derogation

approved by the European Commission following our petition, we were required to meet certain CO2 emissions target levels

in the 2017-2021 period, reaching a target of 277 grams per kilometer in 2021 for our fleet of EU-registered cars that year.

In 2019, the European Union set new 2025 and 2030 emissions targets, calling for respectively a 15 percent and 37.5

percent reduction of the target applicable in 2021. An incentive mechanism for zero and low emission vehicles was also

introduced. This new regulation (EU 2019/631) continues to state that it is not appropriate to use the same method to

determine the emissions reduction targets for large volume manufacturers as for small volume manufacturers that are

considered as independent. Therefore, Ferrari and other SVMs have the possibility to continue to apply for alternative

emissions reduction and are required to submit the application at the latest by October 31 of the year in which the related

derogation shall apply.

The regulation EU 2019/631 sets out new EU rules on monitoring and reporting of average emissions: the

Commission will have to ensure the real-world representativeness of the CO2 emission values based on data from the fuel

consumption meters installed in new cars and will be obliged to publish the performance of each manufacturer. For this

purpose, the Commission issued in March 2021 the Implementing Regulation EU 2021/392 requiring manufacturers to

collect and report the real-world on-board fuel consumption monitoring (OBFCM) data and the vehicle identification

numbers of new cars registered starting from January 1, 2021, unless the vehicle owner expressly refuses to make that data

available. The European Commission will then publish real-world data on an annual basis, aggregated at the level of

manufacturer for comparison of the same set of vehicles between data recorded in the certificates of conformity and the real-

world data. In addition, regulation EU 2019/631 requires the European Commission to evaluate the possibility of a common

methodology for the assessment and the consistent data reporting of full life-cycle emissions from cars. The regulation also

includes provisions on in-service conformity testing and on detecting strategies which may artificially improve the CO2

performance. Because of these requirements, the European Commission is currently working on a Delegated Regulation

defining the procedures for verifying the CO2 emissions of vehicles in-service. Detailed technical provisions (e.g. test

procedures, statistical evaluations, tolerances, pass/fail criteria, etc.) for the in-service verification procedures will be further

defined by an Implementing Regulation.

The European Green Deal, adopted by the European Commission in December 2019, has at its core combating

climate change and reaching the objectives of the Paris Agreement and other environmental goals (including addressing air

pollution). One of its central elements is the 2050 climate neutrality objective. The European Commission enshrined the 2050

climate neutrality objective into EU law entered into force in July 2021. In order to set the EU on a sustainable path to

achieve climate neutrality by 2050, the European Commission has also presented a net EU-wide, economy-wide plan to

reduce greenhouse gas emissions by at least 55 percent by 2030, compared to 1990 levels.

Building on the existing legislation and the EU’s 2030 climate ambitions, the European Commission also published

the “Fit for 55” Package on July 14, 2021, which includes a proposed amendment to the regulation EU 2019/631. In late

2022, European lawmakers reached a political agreement on the European Commission’s proposal. In particular, the

provision granting a derogation from the specific emissions targets to manufacturers responsible for between 1,000 and

10,000 new passenger cars in a calendar year will remain until 2035 included. Moreover, both the proposals to increase the

2030 CO2 emissions target from a 37.5% to a 55% reduction compared to 2021 and introduce a 2035 target whereby CO2

emissions from new cars and vans would have to be 100% lower compared to 2021 have been confirmed.

Similarly to the EU, Switzerland introduced CO2 emission regulations for new cars in July 2012. Despite the

existence of some specificities within the Swiss regulation, derogations aligned with EU regulation have been granted to

SVMs up to and including 2021. Switzerland has historically adopted the targets approved by the European Commission. On

November 24, 2021, the Swiss Federal Council amended the CO2 emission regulations for cars and vans. This regulation was

repealed starting from January 1, 2022 and the vehicles of niche and small volume manufacturers have to meet the same CO2

emission targets as the large volume manufacturers. This change in legislation is expected to result in additional costs for

Ferrari, either through penalties or the purchase of emissions credits from other manufacturers. Such additional costs were not

material in 2022 and Ferrari does not expect that they will be material in the future.

In the United States, both Corporate Average Fuel Economy (“CAFE”) standards and greenhouse gas emissions

(“GHG”) standards are imposed on manufacturers of passenger cars. Because the control of fuel economy is closely

correlated with the control of GHG emissions, the United States Environmental Protection Agency (“EPA”) and the National

Highway Traffic Safety Administration (“NHTSA”) have sought to harmonize fuel economy regulations with the regulation

of GHG vehicle emissions (primarily CO2). These agencies have set the federal standards for passenger cars and light trucks

to meet an estimated combined average fuel economy (CAFE) level that is equivalent to 35.5 miles per U.S. gallon for 2016

model year vehicles (250 grams CO2 per mile). In August 2012, these agencies extended this program to cars and light trucks

for model years 2017 through 2025, targeting an estimated combined average emissions level of 163 grams per mile in 2025,

which is equivalent to 54.5 miles per gallon.

On September 27, 2019 the EPA and the NHTSA issued the “Safer Affordable Fuel-Efficient (SAFE) Vehicles Rule

Part One: One National Program” (SAFE I Rule). These rules would exert federal preemption authority under the CAFE

statute over California’s ability to regulate greenhouse gases and would revoke the current EPA waiver under the Clean Air

Act which had authorized California to regulate GHG from motor vehicles. The state of California along with other states and

certain NGOs filed challenges to these rules in both US District Court for the District of Columbia and the United States

Court of Appeals D.C. Circuit. In May 2021, the NHTSA issued a notice of proposed rulemaking proposing to fully repeal

the SAFE I Rule. In December 2021, NHTSA’s proposal was finalized.

On March, 31, 2020 the EPA and the NHTSA issued the final SAFE Vehicles Rule (Part Two) setting CAFE and

carbon dioxide emissions standards for model years 2021-2026 passenger cars and light trucks. Under the SAFE Vehicles

Rule (Part Two), the overall stringency of the federal standards is significantly reduced from the levels previously set as the

final rule will increase stringency of CAFE and CO2 emissions standards by 1.5 percent each year through model year 2026,

as compared with the standards issued in 2012, which would have required annual increases of approximately 5 percent. In

August 2021, the EPA published a notice of proposed rulemaking proposing to strengthen federal GHG emissions standards

for passenger cars and light trucks by setting stringent requirements for reductions from for model years 2021-2026. This

rulemaking has been finalized in December 2021. Consistently with the EPA’s approach, in September 2021 the NHTSA

published a notice of proposed rulemaking proposing revised fuel economy standards for passenger cars and light trucks for

model years 2024-2026. In July 2022, the NHTSA’s final rule on CAFE standards for model years 2024 through 2026

entered into force. Specifically, model years 2024 and 2025 standards increase in stringency by 8% each year relative to the

prior year, model year 2026 standards increase by 10%. The CAFE standards reach approximately 49 miles per gallon in

2026 (U.S. fleet average) as compared to 36 mpg in model year 2021, individual manufacturer’s standards will vary from

these figures depending on fleet and vehicle size mix. EPA intends to develop a subsequent rule to control emissions of

GHGs as well as criteria and air toxic pollutants from light- and medium-duty vehicles for model years 2027 and beyond. The

EPA’s notice of proposed rulemaking is expected in 2023. NHTSA is also working on the post model year 2026 CAFE

standards.

Under current regulation, for model years 2017-2026, the EPA allows a SVM, defined as an operationally

independent manufacturer with less than 5,000 yearly unit sales in the United States, to petition for a less stringent standard.

The EPA has granted us SVM status. We therefore petitioned the EPA for alternative standards for the model years

2017-2021 and 2022-2025, which are aligned to our technical and economic capabilities. On July 31, 2019 the EPA

published a Notice in the U.S. Federal Register (Federal Register /Vol. 84, No. 147) that in part proposed that Ferrari be

permitted an alternative standard substantially in line with the alternative standard that Ferrari proposed to the EPA for model

years 2017-2021. The EPA approved Ferrari proposed standards for model years 2017-2020, whereas it required a small

reduction for the model year 2021 standard. On June 25, 2020, the EPA Administrator signed the final determination for

alternative GHG standards for SVMs for model years 2017 through 2021.

In September 2016, we petitioned the NHTSA for recognition as an independent manufacturer of less than 10,000

vehicles produced globally, and we proposed alternative CAFE standards, for model years 2017, 2018 and 2019. Then, in

December, 2017, we amended the petition by proposing alternative CAFE standards for model years 2016, 2017 and 2018

instead, covering also the 2016 model year. In 2019, our global production exceeded 10,000 vehicles, and therefore we are

not considered a SVM by the NHTSA for model year 2019. We previously purchased the CAFE credits needed to fulfill this

deficit. On July 15, 2020, we submitted to the NHTSA a petition for an exemption from the CAFE standards for the model

year 2020. We proceeded with this submission because, although Ferrari originally intended to produce more than 10,000

vehicles in 2020, actual production was lower than 10,000 vehicles as a result of the COVID-19 pandemic and the related

shutdown of our production facilities. Therefore since we met the NHTSA definition of a SVM, we have requested an

alternative fleet average CAFE standard for model year 2020 standard. In July 2022, NHTSA published a proposed decision

to exempt Ferrari from the generally applicable CAFE standards for the model years petitioned and established alternative

standards at the levels already achieved. The final decision is expected in 2023. We purchased the CAFE credits needed to

fulfill our model year 2021 deficit and we are planning to continue with this approach for subsequent model years.

As the state of California has been granted special authority under the Clean Air Act to set its own vehicle emission

standards, the California Air Resources Board (“CARB”) enacted regulations under which manufacturers of vehicles for

model years 2012-2016 which are in compliance with the EPA greenhouse gas emissions regulations are also deemed to be in

compliance with California’s greenhouse gas emission regulations (the so-called “deemed to comply” provision). In

November 2012, the CARB extended these rules to include model years 2017-2025. In 2017 CARB performed a technical

assessment regarding greenhouse gas standards for model years 2022 through 2025, in parallel with the EPA and the

NHTSA, and confirmed in March 2017 that the standards defined in 2012 may be still considered appropriate. On December

12, 2018 the CARB amended its existing regulations to clarify that the “deemed to comply” provision would not be available

for model years 2021-2025 if the EPA standards for those years were altered via an amendment of federal regulations. On

September 19, 2019, the NHTSA and the EPA established the “One National Program” for fuel economy regulation, taking

the first step towards finalizing the agencies’ August 2018 proposal by announcing the EPA’s decision to withdraw

California’s waiver of preemption under the Clean Air Act, and by affirming the NHTSA’s authority to set nationally

applicable regulatory standards under the preemption provisions of the Energy Policy and Conservation Act (EPCA). On

March 9 2022, EPA rescinded its withdrawal of the waiver for California’s light-duty vehicle GHG and zero emission vehicle

(ZEV) standards. California and Section 177 states may again enforce those standards. Subsequently, CARB clarified that the

compliance with CARB’s GHG regulations is expected from model year 2021 for all manufacturers. Ferrari meets the

requirements to be classified as an SVM based on the relevant regulations in the state of California. CARB is still considering

how to address small volume manufacturers standards under its regulations. Therefore, depending on future developments, it

may be necessary to also petition the CARB for SVM alternative standards and to increase the number of tests to be

performed in order to follow the CARB specific procedures.

While Europe and the United States lead the implementation of these fuel consumption/CO2 emissions programs,

other jurisdictions typically follow on with adoption of similar regulations within a few years thereafter. In China, for

example, Stage IV targeted a national average fuel consumption of 5.0L/100km by 2020. In September 2017, the Chinese

government issued the Administrative Measures on CAFC (Corporate Average Fuel Consumption) and NEV (New Energy

Vehicle) Credits. This regulation establishes mandatory CAFC requirements, while providing additional flexibility for SVMs

(defined as a manufacturer with less than 2,000 units imported in China per year that achieve a certain minimum CAFC

yearly improvement rate). Manufactures that exceed the CAFC regulatory ceiling are required to purchase NEV credits.

The Stage V regulation, issued on December 31, 2019, sets the fuel consumption fleet average targets for the period

2021-2025, targeting a national average fuel consumption of 4.0 l/100km by 2025. Following the adoption of the Stage V

fuel consumption regulation, an update to the Administrative Measures on CAFC and NEV credits was published in June

2020, keeping the additional flexibility for SVMs and relaxing the minimum CAFC yearly improvement rate required. The

stage VI regulation is currently under development with the aim to strengthen 2026-2030 fuel consumption fleet average

targets. In addition to the fuel consumption target on the entire fleet, the Chinese regulation GB 19578-2021 sets specific fuel

consumption limits on model types. Currently, this standard is only applicable to domestic cars, as it is not adopted by the

China Certification and Accreditation Administration (CNCA). In the current Ferrari portfolio, only the plug-in hybrid

models would be compliant with this regulation. Following the same approach also with respect to pure electric vehicles,

during 2021 the relevant Chinese authorities have published a notice to call for participation in a working group that should

define the energy consumption limit standards for electric vehicles; the working group was established in 2022 and

researches are ongoing.

In the future, driving bans on combustion engine vehicles could be imposed, particularly in metropolitan areas,

promoting progress in electric and hybrid technology. On September 23, 2020, the Governor of California issued an

executive order requiring that all in-state sales of new passenger vehicles be zero-emission by 2035. CARB developed

regulations among the Advanced Clean Cars II (ACC II) regulatory package to implement such executive order. The ACC II

regulations entered into force in November 2022 and will seek to increase the number of zero-emission vehicles (ZEVs) for

sale and reduce criteria and greenhouse gas emissions from new light- and medium-duty vehicles beyond the 2025 model

year. During 2021, the state of Washington introduced legislation that could phase out sales of non-ZEVs. The Washington

State House bill 1204 titled “Clean Cars 2030” provides that all privately and publicly owned passenger and light duty

vehicles of model year 2030 or later registered in Washington state must be electric vehicles and the state’s transportation

commission will now work on a scoping plan for achieving the 2030 requirement, anticipating the California target by five

years. In November 2020, the UK Prime Minister, the Transport Secretary and the Business Secretary announced, in the

context of the 10-Point Plan for a Green Industrial Revolution, the end of the sale of new petrol and diesel cars in the United

Kingdom by 2030. On July 14, 2021 the UK Government published the Green Paper on a New Road Vehicle CO2 Emissions

Regulatory Framework for the United Kingdom. The commitment is to reach net zero carbon emissions by 2050. Following

Brexit, the UK Government intends to define the legal framework to deliver the internal combustion engine vehicles phase

out dates announced in November 2020 by the Prime Minister’s Ten Point Plan for a Green industrial Revolution. To achieve

this goal, the UK Department for Transport has launched its technical consultation, proposing an ambitious and challenging

Zero Emissions Vehicle mandate, in terms of its starting point (i.e. 2024), annual trajectory targets and in terms of the

announced very limited flexibility to achieve these targets. The proposal text is now expected to be published in 2023. This

will put the United Kingdom on course to be the first G7 country to decarbonize cars and vans.

Exhaust and evaporative emissions requirements

In 2007, the European Union adopted a series of updated standards for emissions of other air pollutants from

passenger and light commercial vehicles, such as nitrogen oxides, carbon monoxide, hydrocarbons and particulates. These

standards were phased in from September 2009 (Euro 5) and September 2014 (Euro 6) for passenger cars. In 2016, the

European Union established that Euro 6 limits shall be evaluated through Real Driving Emissions (RDE) measurement

procedure and a new test-cycle more representative of normal conditions of use (Worldwide Light Vehicles Test Procedure).

SVMs (vehicle manufacturers with a worldwide annual production lower than 10,000 units in the year prior to the grant of

the type-approval) are required to be compliant with RDE standards starting from 2020 while non-SVMs have been required

to comply with RDE standards starting from 2017. We believe all new Ferrari models are fully compliant with RDE

requirements. In 2018, the European Commission issued Regulation 2018/1832 for the purpose of improving the emission

type approval tests and procedures for light passenger and commercial vehicles, including those for in-service conformity and

RDE and introducing devices for monitoring the consumption of fuel and electric energy. Under the EU Regulation, which

became applicable in January 2019, among other things, the extended documentation package provided by manufacturers to

type approval authorities to describe Auxiliary Emission Strategies (AES) is no longer required to be kept confidential, and

the decision whether to allow access to such documentation package is left to national authorities. In addition, the Regulation

introduced a new methodology for checking In-Service Conformity (ISC) which includes RDE tests. Compliance is tested

based on ISC checks performed by the manufacturer, the granting type approval authority (GTAA), and accredited

laboratories or technical services. Test results will be publicly available; in addition, the GTAA will publish annual reports on

the ISC checks performed, in order to improve transparency. The European Commission is currently working on another

amendment to the WLTP and RDE test procedures primarily to align them with the corresponding UNECE Regulations.

However, other EU-specific requirements are also anticipated.

On December 13, 2018, the General Court of the European Union issued a ruling on the action started in mid-2016

by the cities of Madrid, Brussels and Paris on the legality of the Commission introducing in the second RDE Regulation

(2016/646) RDE conformity factors (CF) which had the effect of increasing the emission limits. This led to the appeal

proceedings during 2019 against the General Court’s judgment that annulled the conformity factors in the RDE legislation.

The European Court of Justice delivered its judgment on January 13, 2022, overturning the General Court’s decision. The

European Court of Justice considered that since the cities of Paris, Brussels and Madrid are not directly concerned by the

regulation they contested, their actions seeking its annulment must be dismissed as inadmissible.

During 2019, the European Commission announced that it will propose more stringent air pollutant emissions

standards for combustion-engine vehicles. The European Commission created an Advisory Group on Vehicle Emission

Standards (AGVES), by joining all the relevant expert groups working on emission legislation, in order to provide technical

advice for the development of the post-EURO 6/VI emission standards for motor vehicles. In March 2020, the European

Commission launched a public consultation on its roadmap outlining the policy options that it could pursue in revising the

emission standards for light and heavy duty vehicles (Euro 7). This initiative is part of the European Green Deal, advocating

the European automotive industry’s role as a leader in the global transition to zero-emission vehicles. On November 10,

2022, the European Commission presented its Euro 7 proposal combining the requirements laid down for light-duty and

heavy-duty vehicles, inclusive of updated testing protocols and new pollutant emissions limits for fine particles and ammonia.

However, the Commission decided not to tighten existing emission limits for internal combustion cars compared to the Euro

6 standard in light of the current geopolitical and economic circumstances. According to the proposal, manufacturer of fewer

than 10,000 new passenger cars registered in the European Union per calendar year could benefit from five years of

additional lead time with respect to new registrations requirements and several other accommodations. New non-exhaust

emissions limits (i.e. brake emissions, tires abrasion, refueling emissions) and stricter existing non-emissions limits (i.e.

evaporative emissions) have also been proposed, as well as a minimum performance threshold on battery durability and real-

time measurements through on-board-monitoring requirements (including communication over the air and cybersecurity

obligations). This proposal was sent to the European Parliament and the Council for examination, and its technical elements

are expected to be laid down by implementing acts in the future. Depending on the regulatory developments to come, the

technological solutions required to ensure compliance with Euro 7 standards may affect customers’ expectations on

performance, sound and driving experience.

Despite the ongoing work related to Euro 7 rulemaking, in May 2022 the European Commission submitted the draft

Regulation amending EU 2017/1151 to a public consultation, with the purpose of introducing three additional phases in Euro

6 Regulation (i.e. Euro 6e, Euro 6e-bis, Euro 6e-bis-FCM). The final rule is expected to be adopted in 2023. The proposal

aims to adapt the European regulation to the technical progress achieved in the UN Regulations test procedures and, among

others, it introduces an Auxiliary Emissions Strategy (AES) indicator to indicate when a vehicle runs in AES mode.

Moreover, as recent European driving data showed that the real world share of plug-in hybrid vehicles total mileage in

electric mode is much smaller than assumed for regulatory purposes, the proposal includes adjusting the current method for

determining the fuel and energy consumption values for those vehicles.

The European Commission is also expected to assess and evaluate the current noise emissions limits, with the risk of

more stringent thresholds.

In the United States, the “Tier 3” Motor Vehicle Emission and Fuel Standards issued by the EPA were finalized in

April 2014. With Tier 3, the EPA has established more stringent vehicle emission standards, requiring significant reductions

in both tailpipe and evaporative emissions, including nitrogen oxides, volatile organic compounds, carbon monoxide and

particulate matter. The new standards are intended to harmonize with California’s standards for 2015-2025 model years (so

called “LEV3”) and will be implemented over the same timeframe as the U.S. federal CAFE and GHG standards for cars and

light trucks described above. Because of our status as an operationally independent SVM, Ferrari obtained a longer, more

flexible schedule for compliance with these standards under both the EPA and California Program.

In November 2022, the California Air Resources Board published the already mentioned ACC II regulations

amending the Low Emission Vehicle (or LEV) Regulation to reduce both tailpipe and evaporative emissions. Several

accommodations applicable to SVMs were included.

In addition, California is moving forward with other stringent emission regulations for vehicles, including the Zero

Emission Vehicle regulation (ZEV). The ZEV regulation requires manufacturers to increase their sales of zero emissions

vehicles year on year, up to 100 percent of vehicles sold in the state by 2035. Because we currently sell fewer than 4,500

units in California, we are exempt from these requirements until model year 2035.

Additional stringency of evaporative emissions also requires more advanced materials and technical solutions to

eliminate fuel evaporative losses, all for much longer warranty periods (up to 150,000 miles in the United States).

In response to severe air quality issues in Beijing and other major Chinese cities, in 2016 the Chinese government

published a more stringent emissions program (National 6), providing two different levels of stringency (6a and 6b) effective

starting from 2020. In July 2018 China’s central government launched a three-year plan to reduce air pollution, extending

targets for reducing lung-damaging airborne particulate pollution to the country’s 338 largest cities. This plan includes

reductions in steel and other industrial capacity, reducing reliance on coal, promoting electric vehicles and cleaner transport,

enhancing air-pollution warning systems, and increasing inspections of businesses for air pollution infractions. Several

autonomous regions and municipalities have implemented the requirements of the National 6 program even ahead of the

mandated deadlines.

During 2020, the Chinese Vehicle Emission Control Center (VECC) launched the “Pre-study on Next Stage

Emission Standards for Light duty Vehicles”, an ongoing research project expected to be finalized in a more stringent

emission program in the next years.

Several others regulations are also emerging to take into account the non-exhaust emissions and the environmental

impact of electric and hybrid vehicles components. Brake particulate emissions from passenger cars are currently not

regulated by any UNECE or regional Regulations. However, the representatives of some contracting parties (e.g. the

European Union, UK and Japan) asked for the authorization to develop a new UN Global Technical Regulation (UN GTR) on

the topic of brake particulate emissions of light duty vehicle’s brake systems. The Informal Working Group on Electric

Vehicles and Environment of the United Nations proposed during 2021 a Global Technical Regulation on in-vehicle battery

durability. This regulation is applicable to both pure electric and plug-in hybrid vehicles and establishes provisions regarding

state-of-health monitors, minimum performance requirements and in-service conformity checks. A UN GTR is not binding

for certification purposes. However, it could be transposed into a UN Regulation or a regional regulation required for the

certification. The European Commission has expressed the will to include these GTR requirements in Euro 7 regulation.

Moreover, the European Commission published, in December 2020, a proposal for a new regulation on batteries and waste

batteries. This proposal will apply to all kind of batteries, including automotive and electric vehicle batteries, and

significantly increases the scope and number of requirements relating to design, sustainability, labelling, information and end-

of-life. This regulation is expected to be finalized in 2023.

To comply with current and future environmental rules, we may have to incur substantial capital expenditure and

research and development expenditure to upgrade products and manufacturing facilities, which would have an impact on our

cost of production and results of operation.

Vehicle safety

Vehicles sold in Europe are subject to vehicle safety regulations established by the EU or by individual member

states. In 2009, the EU established a simplified framework for vehicle safety, repealing more than 50 directives and replacing

them with a single regulation (the “General Safety Regulation”) aimed at incorporating relevant United Nations standards.

This incorporation process began in 2012. With respect to regulations on advanced safety systems, the EU now requires new

model cars from 2011 onwards to have electronic stability control systems and tire pressure monitoring systems. Regulations

on low-rolling resistance tires have also been introduced. The framework is reviewed periodically, and a revised version of

the General Safety Regulation is currently under discussion. In May 2018, the European Commission adopted a proposal for

a regulation to make certain vehicle safety measures mandatory. On December 16, 2019, the revised General Safety

Regulation (EU) 2019/2144 was published in the EU Official Journal. In 2022, new safety technologies became mandatory in

European vehicles, such as Advanced Emergency Braking, Emergency Lane Keeping systems, crash-test improved safety

belts, intelligent speed assistance and warning of driver drowsiness or distraction. On November 16, 2022, Commission

Delegated Regulation (EU) 2022/2236 setting out the technical requirements to be applied for the purpose of EU type-

approval of vehicles produced in small series was published in the EU Official Journal. In particular, with regard to certain

requirements introduced by the revised General Safety Regulation, an exemption to Intelligent Speed Assistance, Advanced

Emergency Braking System and Emergency Lane Keeping System has been granted for vehicles produced in small series and

with specified characteristics related to the installation of the camera. Moreover, the regulation provides for a lead time of at

least two years with respect to the provisions applicable to vehicles produced in unlimited series. In November 2022, the

European Commission presented a first draft of the expected Delegated Act implementing the fitment of the Advanced Driver

Distraction Warning (ADDW), mandatory from 2024 for new types of vehicles as required by the Regulation (EU)

2019/2144 on General Safety.

In 2017, the EU published technical requirements for the Emergency Call (eCall) system, mandatory for new model

cars starting from 2018. Starting from July 1, 2019, new types of pure electric vehicle and new types of hybrid electric

vehicle capable of operating without propulsion from a combustion engine operating are required to be equipped with an

Acoustic Vehicle Alerting System (AVAS), and from July 1, 2021 for all new vehicles of such types, in order to alert

pedestrians that a vehicle is moving at low speeds. Starting from 2022, European authorities and United Nation’s contracting

parties began enforcing regulations on cyber security and software updates. Starting from 2024, European authorities and

United Nation’s contracting parties will begin enforcing amendments to the existing regulation on pedestrian protection,

modifying the current test procedures and enhancing the measurement methods on extended vehicle areas such as the

windscreen. In 2020, the European Commission issued its new digital strategy policies, which represent a priority in its

regulatory agenda. During 2021, several draft proposals were issued in this respect, including in relation to Real Time Traffic

Information (RTTI), Connected and Intelligent Transport Systems (C-ITS) and Artificial Intelligence (AI). As of December

31, 2022, only the RTTI proposal had been finalized, through the adoption of the Commission Delegated Regulation (EU)

2022/670.

In 2022, the European Commission announced the intention to present a proposal amending the European Type

Approval Framework (Regulation (EU) 2018/858) to lay down provisions on access to in-vehicle data, on the possibility to

send data to the vehicle, on issues regarding software/cybersecurity management including for replacement parts, on new

categories of autonomous vehicles, and on replacement batteries. In March 2022, the European Commission also announced

the intention to present, in 2023, a new regulation setting up cybersecurity requirements covering a wide range of digital

products and related ancillary services. The proposal would be aimed at strengthening the cybersecurity of products placed on

the EU market throughout their whole lifecycle, improving and extending the provisions and the scope of existing regulation.

Under U.S. federal law, all vehicles sold in the United States must comply with Federal Motor Vehicle Safety

Standards (“FMVSS”) promulgated by the NHTSA. Manufacturers need to provide certification that all vehicles are in

compliance with those standards. In addition, if a vehicle contains a defect that is related to motor vehicle safety or does not

comply with an applicable FMVSS, the manufacturer must notify vehicle owners and provide a remedy at no cost to the

owner. Moreover, the Transportation Recall Enhancement, Accountability, and Documentation Act (“TREAD”) requires

manufacturers to report certain information related to claims and lawsuits involving fatalities and injuries in the United States

if alleged to be caused by their vehicles, and other information related to client complaints, warranty claims, and field reports

in the United States, as well as information about fatalities and recalls outside the United States. Several new or amended

FMVSSs have taken or will take effect during the next few years in certain instances under phase-in schedules that require

only a portion of a manufacturer’s fleet to comply in the early years of the phase-in. These include an amendment to the side

impact protection requirements that added several new tests and performance requirements (FMVSS No. 214), an amendment

to roof crush resistance requirements (FMVSS No. 216), and a rule for ejection mitigation requirements (FMVSS No. 226).

U.S. federal law also sets forth minimum sound requirements for hybrid and electric vehicles (FMVSS No. 141). With the

publication, on November 15, 2021, of the Infrastructure Investment and Jobs Act, the Congress of United States empowered

the Secretary of Transportation to promulgate new regulations on forward collision warning and automatic emergency

braking and lane keeping assist systems. Both the regulation drafts are expected in the near future. This Act also instructs

NHTSA to perform, within 2024, research and report to Congress on the potential for technology interventions to reduce

driver distraction, driver disengagement, automation complacency, and foreseeable misuse of ADAS by drivers.

On May 4, 2016, the NHTSA published a Consent Order Amendment to the November 3, 2015 Takata Consent

Order regarding a defect which may arise in the non-desiccated Takata Corporation (“Takata”) passenger airbag inflators

manufactured using phase stabilized ammonium nitrate and mounted on certain vehicles, including Ferrari cars. As a result of

this order and subsequent orders by the NHTSA relating to the non-desiccated Takata passenger airbag inflators, in 2016

Ferrari initiated a global recall campaign to include all Ferrari cars produced in all model years mounting such airbag

inflators, resulting in the recognition of a provision for warranty costs of €37 million in 2016, the majority of which has been

utilized to date.

In 2017, the Chinese authorities published an updated version of the current local general safety standard which

allows China to become the driver market for the Event Data Recorder mandatory installation starting from 2021. Technical

requirements were defined in mid-2019, through the formal adoption of the local standard. Among the United Nations

contracting parties, China has been the first country to propose an early adoption of updated test procedures on high-voltage

batteries for hybrid and electric vehicles, which has been enforced starting in 2020. Several passive safety standards

introducing more stringent requirements are currently under revision (e.g. pedestrian protection, front and rear protective

devices, roof crush, lateral and rear collision, safety-belts and restraint systems anchorages for occupants). During 2021 and

2022, the Chinese authorities worked on several rulemaking initiatives related to active safety (e.g. ADAS, eCall), vehicle

digitalization, cyber security and software updates which are not yet mandatory for certification purposes and contribute to

the regulatory uncertainty in this market. The lack of harmonization of Chinese regulatory requirements is increasing in

recent years. This situation could lead to substantial research and development expenditure, specifically for the Chinese

market.

Financial Overview

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS OF THE GROUP

The following discussion of our financial condition and results of operations should be read together with the

information included under “Overview”, “Overview of our Business” and the Consolidated Financial Statements included

elsewhere in this document. This discussion includes forward-looking statements, and involves numerous risks and

uncertainties, including, but not limited to, those described under “Forward-Looking Statements” and “Risk Factors”. Actual

results may differ materially from those contained in any forward-looking statements.

Trends, Uncertainties and Opportunities

Shipments — Our net revenues and results of operations depend on, among other things, the achievement of

shipment targets established in our budgets and business plans, which we define in line with our low volume strategy to

pursue controlled growth and preserve brand exclusivity. As part of this strategy, we seek to manage waiting lists in the

various markets in which we operate in order to respond optimally to relative levels of demand, based on our order books,

while being sensitive to local client expectations in those markets. In certain markets, we believe that waiting lists have

promoted the sense of exclusivity of our products and, accordingly, we monitor and manage waiting lists to maintain this

exclusivity while ensuring the highest levels of client satisfaction.

In order to maintain our brand’s reputation of exclusivity among purchasers of our cars, we have continued our low

volume strategy while responding to growing demand and to demographic changes as the size and spending capacity of our

target clients has grown, gradually increasing annual shipments(1) from 9,119 in 2020 to 11,155 in 2021 and 13,221 in 2022,

resulting in average annual shipments of 11,165 over the three year period from 2020 to 2022. Our current plans reflect a

continuation of this strategy, including the introduction of 15 new models over the period from 2023 to 2026 as announced at

our Capital Markets Day in June 2022, and a measured increase in shipments above current levels as we broaden our product

portfolio in line with our product strategy “Different Ferrari for Different Ferraristi” and “Different Ferrari for Different

Moments”, and as we target a potentially larger and younger customer base, while preserving and enhancing the exclusivity

and value of our brand.

The following table sets forth our shipments(1) by geographic location:


(Number of cars and % of total cars)	For the years ended December 31,
	2022	%	2021	%	2020	%
EMEA
Germany	1,439	10.9%	1,252	11.2%	995	10.9%
UK	997	7.5%	996	8.9%	971	10.6%
Italy	708	5.4%	668	6.0%	574	6.3%
Switzerland	497	3.8%	481	4.3%	456	5.0%
France	473	3.6%	473	4.2%	463	5.1%
Middle East(2)	439	3.3%	334	3.0%	304	3.3%
Other EMEA(3)	1,405	10.6%	1,288	11.6%	1,055	11.6%
Total EMEA	5,958	45.1%	5,492	49.2%	4,818	52.8%
Americas(4)	3,447	26.1%	2,831	25.4%	2,325	25.5%
Mainland China, Hong Kong and Taiwan	1,552	11.7%	899	8.1%	456	5.0%
Rest of APAC(5)	2,264	17.1%	1,933	17.3%	1,520	16.7%
Total	13,221	100.0%	11,155	100.0%	9,119	100.0%

______________________________

(1)Excluding the XX Programme, racing cars, one-off and pre-owned cars.

(2)Middle East mainly includes the United Arab Emirates, Saudi Arabia, Bahrain, Lebanon, Qatar, Oman and Kuwait.

(3)Other EMEA includes Africa and the other European markets not separately identified.

(4)Americas includes the United States of America, Canada, Mexico, the Caribbean and Central and South America.

(5)Rest of APAC mainly includes Japan, Australia, Singapore, Indonesia, South Korea, Thailand, India and Malaysia.

We target our products to the upper end of the luxury car segment and buyers of our cars tend to belong to the

wealthiest segment of the population. As the size and spending capacity of our target client base has grown significantly in

recent years, our addressable market and the sense of exclusivity fostered by our low volume strategy have been further

enhanced. Given that our shipment strategy is flexible, we are able to adjust the geographical allocation of our shipments to

respond to changes in our key markets. The geographic allocation of our shipments and their mix by product is generally

impacted by the phase-in/phase-out pace of individual models, as well as the length of waiting lists and other market-specific

factors and conditions, including the potential for future growth. We expect that further growth in shipments will result

primarily from our deliberate targeting of new customer groups and modes of use through the expansion of our product

portfolio.

Research, Development and Product Lifecycle — We engage in research and development activities aimed at

further enhancing our technological edge through continuous innovation and improving the design, performance, driving

thrills, advanced technology, safety, efficiency and reliability of our cars, among other things. The first stage of product

development is the research phase. In this phase, we research the specifications of new models that we believe will appeal to

our clients and will be commercially viable. Costs we incur for the development of our cars and engines, as well as their

related components and systems, are recognized as an asset if, and only if, both of the following conditions under IAS 38 -

Intangible Assets are met: (i) development costs can be measured reliably and (ii) the technical feasibility of the product,

estimated volumes and expected pricing all support the view that the development expenditure will generate future economic

benefits. Capitalized development costs include all direct and indirect costs that may be directly attributed to the development

process. All other research and development costs are expensed as incurred. Research and development costs are recognized

net of any technology-related government incentives received.

The level of our capitalized development costs is primarily affected by the timing of updates and renewals to our

product portfolio, the pace of our innovation schedule and our decision to integrate newly-introduced powertrain technologies

(including hybrid and electric) more broadly into our product portfolio. We continually launch new cars with enhanced

technological innovations and design improvements. In 2022, with the launch of the Purosangue and the 296 GTS, we met

our previously announced objective of introducing 15 new models by 2022 (as announced at our Capital Markets Day in

September 2018), which is unprecedented for Ferrari over a similar time frame. At our Capital Markets Day in June 2022, we

announced our plan to introduce 15 new models over the period from 2023 to 2026, with the objective of maintaining our

product portfolio’s leading position and to respond quickly to market demand and technological breakthroughs. A clear focus

of our development effort is the integration of hybrid engine technology in several recent models. Our Range models

typically have a lifecycle of four to five years, while our Special Series, Icona and Supercar models typically have shorter

lifecycles. A portion of our research and development efforts are related to the development of the various components used

in our models, and in particular, hybrid, electric, electronic and mechanical components. Our continued focus on component

development has the objective of improving performance and reducing the costs to develop new models. Our strategy

involves making core components in-house and collaborating with partners to co-develop and tailor best in class solutions for

state-of-the-art technologies. Capitalized development costs are amortized on a straight-line basis from the start of production

over the estimated lifecycle of the model or the useful life of the related assets or components, which is generally between

four and eight years.

We also incur research and development costs in connection with our Formula 1 racing activities, including

initiatives to maximize the performance, efficiency and safety of our racing cars. While we develop these technologies for

initial use in our Formula 1 racing cars, we seek to transfer these technologies and components, where appropriate, to models

in our current and future product portfolio. Technological developments and changes in the regulations of the Formula 1

World Championship generally lead us to design, develop and construct a new racing car to be used for one year only and the

costs incurred for the design, development and construction of a new racing car are generally expensed as incurred and

classified as research and development costs in the income statement, unless the technology is expected to be used for more

than one year and the costs meet the capitalization criteria in IAS 38. Research and development costs for Formula 1

activities can vary from year to year and may be difficult to predict because they are subject to, among other things, changes

in racing regulations and the need to respond to our car’s performance relative to other racing teams.

Under the recently effective Formula 1 financial regulations, starting in 2021 a budget cap has been introduced to

limit the amount of spending for chassis costs (primarily relating to the development and manufacturing of the racing car

chassis and excluding, among others, the activities to enable the supply of power units, marketing costs, drivers’ salaries and

the top three personnel at each team) that may be incurred by the teams participating in the Formula 1 World Championship.

The budget cap for the 2022 Formula 1 season was approximately $146 million. A similar cap has now been introduced also

for the development of the power units that will be used in the 2026 season and is applicable for spending starting in 2023.

The aforementioned budget caps on spending are defined for each season based on several factors, including the number of

races and inflation. The 2023 budget cap, which relates to the chassis as well as the power units to be used in 2026, is

currently in the process of being defined.

As a result of our strategy to broaden and innovate our product portfolio and significantly increase our efforts

relating to hybrid, electric and other advanced technologies, our capitalized development costs, as well as the portion of our

capitalized development costs compared to our total research and development expenditure, have increased significantly

during the period from 2020 to 2022. In particular, we made significant investments in product development in relation to

both our current product portfolio and models to be launched in future years, as well for components with advanced

technologies. Notwithstanding actions taken in 2020 to contain costs as a result of the COVID-19 pandemic, we continued to

invest significantly in 2020 in research and development projects that are considered important for the continuing success of

Ferrari. The decrease in research and development costs expensed in 2022 compared to 2021 was driven by an increase in the

proportion of development costs capitalized (compared to costs expensed) as we advance through the stages of development

for many of the technologies we are creating, as well as the cap on certain costs we may incur for the chassis of our Formula

1 racing cars in accordance with applicable FIA financial regulations.

The following table summarizes our research and development expenditure for the years ended December 31, 2022,

2021 and 2020:


	For the years ended December 31,
	2022	2021	2020
Capitalized development costs (1)	416	363	320
Research and development costs expensed (A)	518	574	527
Total research and development expenditure	934	937	847

Amortization of capitalized development costs (B)	258	194	180

Research and development costs as recognized in the consolidated income statement (A+B)	776	768	707

__________________________

(1) Capitalized to development costs within intangible assets during the year.

Car Profitability — The relative profitability of the cars we sell tends to vary depending on a number of factors,

including exclusivity of the offering, overall performance, technological advancement and content of the car, engine type and

performance, level of personalization and the geographic market in which it is sold. For example, our strictly limited-edition

Icona models, such as the Ferrari Daytona SP3 presented in November 2021, as well as our limited edition Supercars (the

latest of which was the LaFerrari Aperta, which concluded shipments in 2018) have sales prices that are significantly higher

than other models in the Ferrari product portfolio in light of their exclusivity, as well as the advanced technology and design

integrated in these models. In general, these more exclusive offerings generate higher revenues and provide better margins

than those generated on shipments of our Range and Special Series models, and therefore they benefit our results in the

periods in which they are sold. We plan to launch our Icona models more frequently compared to our Supercars, and we

expect this to reduce the volatility in financial performance that we have at times experienced historically due to the cadence

of launches of our Supercars.

We seek to increase the average price point of our Range and Special Series models over time by continually

improving performance, technology and other features, as well as by leveraging the exclusivity of certain model offerings and

the scarcity value resulting from our low volume strategy. In particular, in recent years we have been increasing the price of

selected models in certain markets and introduced new models with higher average selling prices compared to the

corresponding predecessor models. Furthermore, as we continue to integrate advanced technologies, including hybrid and

electric powertrains, more broadly into our car portfolio, we expect that our average price point will continue to increase,

reflecting the superior technological content of our new models.

Additionally, the interior and exterior technology and content of the cars we sell can be customized through our

personalization offerings, which can be further enhanced through additional bespoke specifications. Incremental revenues

from personalization are a particularly favorable factor of our pricing and product mix, due to the fact that we generate

incremental margin on each additional option selected by our clients.

Cost of Sales — Cost of sales comprises costs incurred in the manufacturing and distribution of our cars and parts,

including engines sold to Maserati and engines rented to other Formula 1 racing teams. The cost of materials, components

and labor are the most significant elements of our cost of sales, while the remaining costs primarily include depreciation,

insurance and transportation costs. Cost of sales also includes warranty and product liability-related costs, which are

estimated and recorded at the time our cars or products are shipped. Interest expenses and other financial charges that are

directly attributable to our financial services activities, including provisions for risks and write-downs of financial assets, are

also reported in cost of sales.

In manufacturing our cars, we incur costs (through production or purchase) for a variety of components (including

mechanical, electrical, electronic, aluminum, steel and plastic components, as well as castings and tires), raw materials (the

most significant of which is aluminum) and supplies, as well as for utilities, logistics and other services from numerous

suppliers. Fluctuations in the cost of sales are primarily related to the number of cars we produce and sell along with changes

in the mix of models in our product portfolio. Newer models generally have more technologically advanced components and

enhancements, including hybrid and electric technology, and therefore have higher costs per unit; however, we aim to price

our cars appropriately to recover these costs in line with our profitability strategy. Our Icona, Supercar and One-Off models

also tend to have higher costs per unit, but these higher costs tend to be more than offset by higher sales prices. Cost of sales

is also affected by fluctuations of certain raw material prices, although we typically seek to manage these costs and minimize

their volatility through the use of long-term fixed price purchase contracts.

Over time, we have made efforts to achieve technical and commercial efficiencies. In particular, technical

efficiencies focus on efforts to produce components using innovative and cost-effective materials, without compromising the

quality or performance of such components. In order to achieve these technical efficiencies, we perform in-house research

and development activities and we invite our suppliers to present us with innovative technical solutions that they have

developed. Commercial efficiencies have been achieved through negotiating discounts and entering into long-term contracts

with our partners and suppliers, who commit upfront to pass on to us a portion of the efficiencies they achieve in performing

our supply contracts. Furthermore, efforts are made to award new business to existing partners and suppliers, where

appropriate, in order to negotiate favorable pricing. As cost of sales also includes depreciation of plant and equipment, cost of

sales is affected by the number and timing of product launches, which trigger the commencement of depreciation of plant and

equipment acquired specifically for the production of certain car models.

Economic Conditions and Macro Events — Significant inflationary pressures appeared in 2021 in many of the

markets in which we operate, although there were no material effects on our results of operations in 2021. As this trend

continued and was exacerbated in 2022, including as a result of the ongoing conflict between Russia and Ukraine as further

described below, we experienced increases in the costs of our raw materials, energy, utilities, financing costs and certain

other goods and services, resulting in downward pressure on our EBIT margin in 2022. If significant inflationary pressures

continue, we may continue to experience increases in certain of our costs in 2023.

Following the recent rise in inflation, several main central banks raised interest rates rapidly over the course of 2022

and further increases may be implemented in the coming months, including in the United States where we offer retail client

financing for the purchase of our cars through our fully owned subsidiary FFS Inc, and in EMEA where we offer retail client

financing through our associate Ferrari Financial Services GmbH, primarily in the UK, Germany and Switzerland. The

increases in interest rates have resulted in a general increase in the cost of borrowing, which has in turn increased the interest

rates on loans we generate for new car financing as well as the cost of funds we use to finance our financial services

activities, resulting in a negative impact on our financial services margins of approximately 60 basis points in 2022 compared

to 2021.

The ongoing conflict between Russia and Ukraine that started in February 2022, and the resulting geopolitical

tensions have had a significant impact on the global economy, resulting in a sharp increase in energy prices and higher prices

for certain raw materials and goods and services, which in turn is contributing to higher inflation globally. Many governments

and supranational organizations around the world have imposed sanctions on certain industry sectors and parties in Russia

and the regions of Donetsk and Luhansk, as well as enhanced export controls on certain products and industries, including

luxury goods, and the exclusion of certain Russian financial institutions from the SWIFT system. On March 11, 2022, the

President of the United States issued an executive order prohibiting exports to Russia of luxury goods (including luxury

transportation items such as automobiles and racing cars). Shortly thereafter, on March 15, 2022, the Council of the European

Union imposed new sanctions on Russia prohibiting the export of luxury goods having a value in excess of €300 per item.

Ferrari has very limited commercial interests in Russia, Ukraine and the areas of conflict, and on March 8, 2022, Ferrari

donated €1 million to support Ukrainians in need and decided to suspend the shipment of vehicles to the Russian market. In

2022, the effects of the aforementioned sanctions and other measures on our business were contained and, in order to mitigate

potential supply chain disruptions, we deliberately maintained a higher level of inventory.

Management is carefully monitoring the inflation outlook and changes to interest rates, as well as developments in

the ongoing conflict between Russia and Ukraine and geopolitical tensions more generally, to appropriately address the

potential impacts, directly or indirectly, on our operations, order intake, supply chain (including the availability and prices of

raw materials), operating costs and financial expenses, as well as potential impacts on our customers, the global financial

markets and financial services industry.

COVID-19 Pandemic Update — The global spread of the COVID-19 virus, which was declared a global pandemic

by the World Health Organization in March 2020, has led to governments around the world mandating various restrictive

measures to contain the pandemic, including social distancing, quarantine, “shelter in place” or similar orders, travel

restrictions and suspension of non-essential business activities. To date, some of these measures are still in place or were

reintroduced at various points in time as a result of further “waves” of the pandemic, although the scope and timing of

restrictive measures have varied greatly across jurisdictions. As the virus spread and the severity of the COVID-19 pandemic

became apparent, Ferrari’s leadership took actions to protect and support its employees and communities, mitigate the

impacts on the Group’s financial performance and strengthen the Group’s liquidity and financial position.

The COVID-19 pandemic impacted our business primarily in 2020. In particular, production and deliveries to our

distribution network were temporarily suspended from the end of March 2020 until the beginning of May 2020 and we

experienced a reduction of sponsorships and consequent reduced commercial revenues from partners and the holder of

Formula 1’s commercial rights (Formula One Management) due to a reduction in the number of Grand Prix races held for the

Formula 1 2020 World Championship and the fact that most of the races were held without public attendance. Our lifestyle

activities were also adversely impacted as a result of the temporary closure of Ferrari stores and museums in the first quarter

of 2020, followed by a gradual reopening starting from May 2020 with appropriate safety measures in place to protect our

staff and customers. Although production and certain other activities, including our Formula 1 racing activities, our stores and

our museums, were temporarily suspended near the end of March 2020, the Group continued many other key business

activities and functions through remote working arrangements, and to date it continues to take certain preventative measures

to combat the spread of COVID-19 at its facilities while guaranteeing the possibility of remote work for those employees

whose job activity is compatible with such work arrangements.

Despite additional waves of COVID-19 in certain parts of the world since 2020, the effects of the pandemic on our

business in 2021 and 2022 were limited. Ferrari’s leadership is continuously monitoring the evolution of COVID-19 as new

information becomes available, as well as the potential effects on our results of operations, financial position and cash flows.

Effects of Foreign Currency Exchange Rates — We are affected by fluctuations in foreign currency exchange rates

through (i) the translation into Euro upon consolidation of foreign currency financial statements of our subsidiaries with

functional currencies other than Euro, which we refer to as the translation impact, and (ii) transactions by entities of the

Group in currencies other than their own functional currencies, which we refer to as the transaction impact.

Translation impacts arise in the preparation of the consolidated financial statements; in particular, we present our

consolidated financial statements in Euro, while the functional currency of each of our subsidiaries depends on the primary

economic environment of that entity. In preparing the consolidated financial statements, we translate into Euro the assets and

liabilities of foreign subsidiaries expressed in local functional currency other than Euro using the foreign currency exchange

rates prevailing at the balance sheet date, while we translate income and expenses using the average foreign currency

exchange rates for the period presented. Accordingly, fluctuations in the foreign currency exchange rates of the functional

currencies of our subsidiaries against the Euro impacts our results of operations.

Transaction impacts arise when our Group entities conduct transactions in currencies other than their own functional

currency. Therefore, we are also exposed to foreign currency risks in connection with scheduled receipts and payments in

multiple currencies. Our costs are primarily denominated in Euro, while the majority of our revenues are generated in

currencies other than the Euro, including in U.S. Dollars, Chinese Yuan, Japanese Yen, Pound Sterling, Swiss Franc and, to a

lesser extent, certain other currencies.

In general, an appreciation of the U.S. Dollar, and the other currencies in which we operate, against the Euro would

positively impact our net revenues and results of operations.

Our risk management policies contemplate the use of derivative financial instruments to hedge foreign currency

exchange rate risk. In particular, we have used derivative financial instruments as cash flow hedges for the purpose of

hedging the foreign currency exchange rate at which a predetermined proportion of forecasted transactions denominated in

foreign currencies will occur. Accordingly, our results of operations have not been fully exposed to fluctuations in foreign

currency exchange rates. See Note 30 “Qualitative and Quantitative Information on Financial Risks” to the Consolidated

Financial Statements included elsewhere in this document for additional information related to our foreign currency exchange

rate risk policies.

Regulation — We ship our cars throughout the world and are therefore subject to a variety of laws and regulations,

including tariffs. These laws regulate our cars, including their emissions, fuel consumption and safety, as well as our

manufacturing facilities. As we are currently a small volume manufacturer in certain jurisdictions, we benefit from certain

regulatory exemptions, including less stringent emissions caps. Developing, engineering and producing cars which meet

continuously evolving regulatory requirements, and can therefore be sold in the relevant markets, requires a significant effort

and expenditure of resources. See “Overview of Our Business—Regulatory Matters” for additional information.

Patent Box Benefit — Income taxes for the years ended December 31, 2022, 2021 and 2020 benefited from the

application of the Patent Box tax regime in Italy, which provides tax benefits for companies that generate income through the

use of intangible assets. Starting in 2020, the Group has applied the Patent Box tax regime for the period from 2020 to 2024

and determined the income eligible for the Patent Box tax regime with recognition of the Patent Box tax benefit in three equal

annual installments. In 2021, the previous Patent Box tax regime was replaced with a new one that provides for a 110%

“super tax deduction” for certain costs related to eligible intangible assets and the new regulations provide for a specific

transitional procedure between the two regimes. Management continues to follow updates in the legislation.

For additional information see Note 10 “Income taxes” to the Consolidated Financial Statements included elsewhere

in this document.

Trademark Step-up — In the fourth quarter of 2020, the Group benefited from the measures introduced in Italy by

art. 110 of the Law Decree n. 104/2020, converted in the Law n. 126/2020, enacting “Urgent measures to support and

relaunch the economy” which reopened the voluntary step up of tangible and intangible assets, with the application of a

substitutive tax rate (3%). In particular, Ferrari S.p.A. benefited from the one-off partial step-up of its trademark for tax

purposes, which resulted in the recognition in 2020 of deferred tax assets for €84 million and a substitute tax liability for €9

million, resulting in a net tax benefit of €75 million. There was no cash effect in 2020 from the step-up of the trademark. The

deferred tax asset will be utilized over a 50-year period (extended from the previous 18 years following the approval of Law

no. 234/2021; see also Note 10 “Income taxes” to the Consolidated Financial Statements included elsewhere in this

document) and the substitute tax will be paid in three equal annual installments, the first two of which in 2021 and 2022; the

remaining installment will be paid in 2023.

Management considers this item significant in nature but non-recurring and not reflective of ongoing operational

activities, therefore the positive impact of €75 million has been excluded in the calculation of Adjusted Net Profit and

Adjusted Basic and Diluted Earnings per Common Share for 2020.

Asset-backed Financing (Securitizations) — We pursue a strategy of autonomous financing for our financial

services activities in the United States, which involves limiting or reducing dependency on intercompany funding and

increasing the portion of self-liquidating debt with various securitization transactions. At December 31, 2022 and 2021 our

funding under securitization programs amounted to €1,105 million and €900 million, respectively, and our receivables from

financing activities, which relate entirely to the financial services portfolio in the United States, amounted to €1,400 million

and €1,144 million, respectively.

For additional information see Note 24 “Debt” and Note 18 “Current Receivables and Other Current Assets” to the

Consolidated Financial Statements included elsewhere in this document.

Maserati Engine Volumes — We have been producing engines for Maserati since 2003. The V8 engines that we

historically produced and continue to produce for Maserati are variants of Ferrari families of engines and are mounted on

Maserati’s highest performing models. We also produce a V6 family of engines exclusively for Maserati. We currently have a

multi-year arrangement with Maserati to provide V6 engines until the end of 2023. Net revenues generated from sales of

engines to Maserati depend on the orders received from Maserati, which in turn depend on Maserati production volumes and

product launches. Following an increase in 2021 compared to 2020, our net revenues from engines shipped to Maserati

decreased in 2022 compared to 2021.

Results of Operations

Consolidated Results of Operations – 2022 compared to 2021 and 2021 compared to 2020

The following is a discussion of the results of operations for the year ended December 31, 2022 as compared to the

year ended December 31, 2021, and for the year ended December 31, 2021 as compared to the year ended December 31,

2020. The presentation includes line items as a percentage of net revenues for the respective periods presented to facilitate

year-over-year comparisons.

For the year ended December 31, 2020 our costs as a percentage of net revenues and our EBIT and EBIT margin

were negatively impacted by the COVID-19 pandemic, which caused a seven-week production and delivery suspension in the

first half of 2020 (during which we decided to pay all employees throughout the whole suspension period and not accede to

any government aid programs) as well as changes to the format of the Formula 1 2020 World Championship.


	For the years ended December 31,
	2022	Percentage of net revenues	2021	Percentage of net revenues	2020	Percentage of net revenues
	(€ million, except percentages)
Net revenues	5,095	100.0%	4,271	100.0%	3,460	100.0%
Cost of sales	2,649	52.0%	2,081	48.7%	1,686	48.7%
Selling, general and administrative costs	428	8.4%	348	8.1%	336	9.7%
Research and development costs	776	15.2%	768	18.0%	707	20.4%
Other expenses, net	21	0.4%	6	0.2%	19	0.6%
Result from investments	6	0.1%	7	0.2%	4	0.1%
EBIT	1,227	24.1%	1,075	25.2%	716	20.7%
Net financial expenses	49	1.0%	33	0.8%	49	1.4%
Profit before taxes	1,178	23.1%	1,042	24.4%	667	19.3%
Income tax expense	239	4.7%	209	4.9%	58	1.7%
Net profit	939	18.4%	833	19.5%	609	17.6%

Net revenues

The following table sets forth an analysis of our net revenues for each of the years ended December 31, 2022, 2021

and 2020:


	For the years ended December 31,						Increase/(Decrease)
	2022	Percentage of net revenues	2021	Percentage of net revenues	2020	Percentage of net revenues	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
Cars and spare parts (1)	4,341	85.2%	3,573	83.7%	2,835	81.9%	768	21.5%	738	26.0%
Sponsorship, commercial and brand (2)	479	9.4%	431	10.1%	390	11.3%	48	11.1%	41	10.5%
Engines (3)	155	3.0%	189	4.4%	151	4.4%	(34)	(18.0%)	38	25.7%
Other (4)	120	2.4%	78	1.8%	84	2.4%	42	54.2%	(6)	(7.4%)
Total net revenues	5,095	100.0%	4,271	100.0%	3,460	100.0%	824	19.3%	811	23.4%

______________________________

(1) Includes net revenues generated from shipments of our cars, any personalization generated on these cars, as well as sales of spare parts.

(2)Includes net revenues earned by our Formula 1 racing team through sponsorship agreements and our share of the Formula 1 World Championship

commercial revenues, as well as net revenues generated through the Ferrari brand, including merchandising, licensing and royalty income.

(3)Includes net revenues generated from the sale of engines to Maserati for use in their cars and from the rental of engines to other Formula 1 racing

teams.

(4)Primarily relates to financial services activities, management of the Mugello racetrack and other sports-related activities.

2022 compared to 2021

Net revenues for 2022 were €5,095 million, an increase of €824 million, or 19.3 percent (an increase of 15.5 percent

on a constant currency basis), from €4,271 million for 2021.

The change in net revenues was attributable to the combination of (i) a €768 million increase in cars and spare parts,

(ii) a €48 million increase in sponsorship, commercial and brand and (iii) a €42 million increase in other revenues, partially

offset by (iv) a €34 million decrease in engines.

Cars and spare parts

Net revenues generated from cars and spare parts for 2022 were €4,341 million, an increase of €768 million, or 21.5

percent, from €3,573 million for 2021.

The increase in net revenues from cars and spare parts was primarily attributable to higher car volumes and

personalizations, partially offset by a negative mix. In particular, the negative mix was driven by the Ferrari Monza SP1 and

SP2, which reached the end of their limited series run in the first quarter of 2022. The increase in net revenues was also due

to positive contribution from the appreciation of certain foreign currencies compared to the Euro (mainly the U.S. Dollar and

the Chinese Yuan), partially offset by the impact of hedging transactions.

Total shipments increased by 2,066 cars, or 18.5 percent, from 11,155 cars for the year ended December 31, 2021 to

13,221 cars for the year ended December 31, 2022. The increase in shipments in 2022 was driven by the Ferrari Portofino M

and the SF90 family, as well as the 296 GTB and the 812 Competizione, which were in the ramp up phase. In the fourth

quarter of the year we made the very first shipments of our latest Icona model, the Daytona SP3, while the Ferrari Monza SP1

and SP2 reached the end of their limited-series run at the end of the first quarter of 2022.

The €768 million increase in net revenues from cars and spare parts was composed of: (i) a €293 million increase in

Mainland China, Hong Kong and Taiwan, (ii) a €258 million increase in Americas, (iii) a €140 million increase in EMEA,

and (iv) a €77 million increase in Rest of APAC. The mix of net revenues by geography was impacted by the deliberate

geographic allocation of shipments, which followed the pace of introduction of new models.

Sponsorship, commercial and brand

Net revenues generated from sponsorship, Formula 1 commercial agreements and brand management activities for

2022 were €479 million, an increase of €48 million, or 11.1 percent, from €431 million for 2021. The increase was primarily

attributable to an improvement in our Formula 1 ranking against the prior year and lifestyle-related activities, partially offset

by lower sponsorships.

Engines

Net revenues generated from engines for 2022 were €155 million, a decrease of €34 million, or 18.0 percent, from

€189 million for 2021. The decrease was primarily attributable to a decrease in engines sold to Maserati. The contract for sale

of engines to Maserati will expire at the end of 2023.

Other

Other net revenues for 2022 were €120 million, an increase of €42 million, or 54.2 percent, from €78 million for

2021. The increase was primarily attributable to other supporting activities, mainly related to racing and to our financial

services activities (including positive foreign currency exchange impact), as well as to the Moto GP event held at our

Mugello racetrack, which was held with full public attendance in 2022.

2021 compared to 2020

Net revenues for 2021 were €4,271 million, an increase of €811 million, or 23.4 percent (an increase of 26.0 percent

on a constant currency basis), from €3,460 million for 2020.

The increase in net revenues was attributable to the combination of (i) a €738 million increase in cars and spare

parts, (ii) a €38 million increase in engines and (iii) a €41 million increase in sponsorship, commercial and brand, partially

offset by a €6 million decrease in other revenues.

Cars and spare parts

Net revenues generated from cars and spare parts for 2021 were €3,573 million, an increase of €738 million, or 26.0

percent, from €2,835 million for 2020.

The increase in net revenues from cars and spare parts was primarily attributable to higher car volumes, positive mix

and personalizations, partially offset by negative foreign currency exchange impact (mainly relating to the U.S. Dollar and

the Japanese Yen). Shipments in 2020 were impacted by the seven-week production and delivery suspension in the first half

of the year caused by the COVID-19 pandemic.

Overall, shipments increased by 2,036 cars, or 22.3 percent, driven by a 34.6 percent increase in shipments of our

V8 models while shipments of our V12 models decreased by 16.1 percent, mainly due to the 812 Superfast, which was

phased out during 2021. In particular, the increase in shipments was driven by the F8 family, together with the Ferrari Roma

and the SF90 Stradale, which both reached global distribution in the second quarter of 2021, as well as the ramp up of the

Ferrari Portofino M and the SF90 Spider, partially offset by the Ferrari Portofino, the 488 Pista family and the 812 Superfast.

Additionally, deliveries of the Ferrari Monza SP1 and SP2 increased in 2021 compared 2020, in line with planning, and the

models are reaching the end of production. The positive mix impact was driven by the SF90 family and the Ferrari Monza

SP1 and SP2, as well as higher revenues from personalizations.

All geographic regions positively contributed in the year, with increases in revenues of: (i) €251 million in EMEA,

(ii) €217 million in Americas, (iii) €137 million in Mainland China, Hong Kong and Taiwan, and (iv) €133 million in Rest of

APAC. The performance in Mainland China, Hong Kong and Taiwan was boosted by the launch of new models and the

comparison versus the prior year, which was negatively impacted by the decision to deliberately accelerate client deliveries in

2019 in advance of new emissions regulations. All changes include the effects of foreign currency hedge transactions.

Sponsorship, commercial and brand

Net revenues generated from sponsorship, Formula 1 commercial agreements and brand management activities for

2021 were €431 million, an increase of €41 million, or 10.4 percent, from €390 million for 2020. The increase was primarily

attributable to Formula 1 racing activities, driven by the more favorable Formula 1 calendar compared to 2020, and brand-

related activities, partially offset by a lower prior year Formula 1 ranking.

Engines

Net revenues generated from engines for 2021 were €189 million, an increase of €38 million, or 25.7 percent, from

€151 million for 2020. The increase was mainly attributable to an increase in engines sold to Maserati and, to a lesser extent,

higher revenues from the rental of engines to other Formula 1 racing teams.

Other

Other net revenues for 2021 were €78 million, a decrease of €6 million, or 7.4 percent, from €84 million for 2020.

Cost of sales


	For the years ended December 31,						Increase/(Decrease)
	2022	Percentage of net revenues	2021	Percentage of net revenues	2020	Percentage of net revenues	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
Cost of sales	2,649	52.0%	2,081	48.7%	1,686	48.7%	568	27.3%	395	23.4%

2022 compared to 2021

Cost of sales for 2022 was €2,649 million, an increase of €568 million, or 27.3 percent, from €2,081 million for

2021. As a percentage of net revenues, cost of sales was 52.0 percent in 2022 compared to 48.7 percent in 2021.

The increase in cost of sales was primarily attributable to higher car volumes, including personalizations, a change

in product mix and higher industrial costs, including cost inflation (particularly for energy and raw materials) and

depreciation, as well as negative contribution from racing activities and the appreciation of certain foreign currencies

compared to the Euro (mainly the U.S. Dollar and the Chinese Yuan), and higher costs for lifestyle and other supporting

activities.

2021 compared to 2020

Cost of sales for 2021 was €2,081 million, an increase of €395 million, or 23.4 percent, from €1,686 million for

2020. As a percentage of net revenues, cost of sales was 48.7 percent both in 2020 and 2021.

The increase in cost of sales was primarily attributable to higher car volumes and a change in product mix, as well as

higher Maserati engine volumes and costs for other supporting activities.

Selling, general and administrative costs


	For the years ended December 31,						Increase/(Decrease)
	2022	Percentage of net revenues	2021	Percentage of net revenues	2020	Percentage of net revenues	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
Selling, general and administrative costs	428	8.4%	348	8.1%	336	9.7%	80	23.0%	12	3.5%

2022 compared to 2021

Selling, general and administrative costs for 2022 were €428 million, an increase of €80 million, or 23.0 percent,

from €348 million for 2021. As a percentage of net revenues, selling, general and administrative costs were 8.4 percent in

2022 compared to 8.1 percent in 2021.

The increase in selling, general and administrative costs was mainly attributable to communication and marketing

activities, lifestyle and corporate events, and costs to support the Group’s organizational development.

2021 compared to 2020

Selling, general and administrative costs for 2021 were €348 million, an increase of €12 million, or 3.5 percent,

from €336 million for 2020. As a percentage of net revenues, selling, general and administrative costs were 8.1 percent in

2021 compared to 9.7 percent in 2020.

The increase was mainly attributable to communication and marketing activities related to models unveiled in 2021,

as well as lifestyle events and costs to support the organic growth of the business.

Research and development costs


	For the years ended December 31,						Increase/(Decrease)
	2022	Percentage of net revenues	2021	Percentage of net revenues	2020	Percentage of net revenues	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
Research and development costs expensed during the year	518	10.1%	574	13.4%	527	15.2%	(56)	(9.7%)	47	8.9%
Amortization of capitalized development costs	258	5.1%	194	4.6%	180	5.2%	64	32.5%	14	7.7%
Research and development costs	776	15.2%	768	18.0%	707	20.4%	8	1.0%	61	8.6%

2022 compared to 2021

Research and development costs for 2022 were €776 million, an increase of €8 million, or 1.0 percent, from €768

million for 2021. As a percentage of net revenues, research and development costs were 15.2 percent in 2022 compared to

18.0 percent in 2021.

The increase in research and development costs was primarily attributable to an increase in amortization of

capitalized development costs of €64 million driven by a general increase in capitalized development costs in recent years in

line with our strategy to further innovate and broaden our product portfolio. This increase was partially offset by a decrease in

research and development costs expensed of €56 million, mainly driven by an increase in the proportion of development costs

capitalized (compared to costs expensed) as we advance through the stages of development for many of the technologies we

are creating, as well as the cap on certain costs we may incur for the chassis of our Formula 1 racing cars in accordance with

applicable FIA financial regulations.

2021 compared to 2020

Research and development costs for 2021 were €768 million, an increase of €61 million, or 8.6 percent, from €707

million for 2020. As a percentage of net revenues, research and development costs were 18.0 percent in 2021 compared to

20.4 percent in 2020.

The increase in research and development costs was primarily attributable to an increase in research and

development costs expensed of €47 million driven by product innovation and Formula 1 activities, and comparison was

impacted by higher technology incentives in the prior year, as well as an increase in amortization of capitalized development

costs of €14 million driven by a general increase in capitalized development costs in recent years in line with our strategy to

update and broaden our product portfolio and significantly increase our efforts in relation to hybrid and other advanced

technologies.

Other expenses/(income), net


	For the years ended December 31,			Increase/(Decrease)
	2022	2021	2020	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
Other expenses/(income), net	21	6	19	15	n.m.	(13)	(69.9)%

Generally, other expenses/(income), net consist of other expenses that primarily include indirect taxes, provisions

and other miscellaneous expenses, as well as other income that primarily includes rental income, gains on the disposal of

property, plant and equipment and other miscellaneous income, including releases of previously recognized provisions.

Other expenses/(income), net in 2022 is composed of other expenses of €34 million, partially offset by €13 million

of other income. Other expenses/(income), net in 2021 is composed of other expenses of €14 million, partially offset by €8

million of other income, and included releases of provisions relating to legal disputes following developments favorable to

Ferrari. Other expenses/(income), net in 2020 is composed of other expenses of €25 million, partially offset by €6 million of

other income.

EBIT


	For the years ended December 31,						Increase/(Decrease)
	2022	Percentage of net revenues	2021	Percentage of net revenues	2020	Percentage of net revenues	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
EBIT	1,227	24.1%	1,075	25.2%	716	20.7%	152	14.1%	359	50.2%

2022 compared to 2021

EBIT for 2022 was €1,227 million, an increase of €152 million, or 14.1 percent, from €1,075 million for 2021. As a

percentage of net revenues, EBIT decreased from 25.2 percent in 2021 to 24.1 percent in 2022.

The increase in EBIT was primarily attributable to the combined effects of (i) positive volume impact of €261

million, (ii) negative product mix impact of €16 million, mainly impacted by lower shipments of the Ferrari Monza SP1 and

SP2, which phased out in the first quarter of 2022, partially offset by positive contribution from personalizations and Range

model mix, (iii) negative contribution of €109 million from higher industrial costs, including cost inflation (particularly for

energy and raw materials) and depreciation, (iv) an increase in research and development costs of €8 million, (v) an increase

in selling, general and administrative costs of €80 million, (vi) negative contribution of €15 million from racing activities,

and reduced engine shipments to Maserati (in line with plans), partially offset by a positive contribution from lifestyle

activities, and (vii) positive foreign currency exchange impact of €119 million (including foreign currency hedging

instruments).

2021 compared to 2020

EBIT for 2021 was €1,075 million, an increase of €359 million, or 50.2 percent, from €716 million for 2020. As a

percentage of net revenues, EBIT increased from 20.7 percent in 2020 to 25.2 percent in 2021.

The increase in EBIT was primarily attributable to the combined effects of (i) positive volume impact of €220

million, (ii) positive product mix impact of €212 million, (iii) an increase in research and development costs of €61 million,

(iv) an increase in selling, general and administrative costs of €12 million, (v) positive contribution of €77 million driven by

Formula 1 racing activities reflecting the more favorable Formula 1 calendar compared to 2020 as well as higher contribution

from brand-related activities, Maserati engines and other supporting activities, partially offset by a lower prior year Formula

1 ranking, and (vi) negative foreign currency exchange impact of €77 million (including foreign currency hedging

instruments) primarily driven by the strengthening of the Euro compared to the U.S. Dollar and the Japanese Yen.

The positive mix impact was driven by the SF90 family, the Ferrari Monza SP1 and SP2, and personalizations,

partially offset by the ramp up of the Ferrari Roma and the Portofino M and reduced contribution of the 812 Superfast, which

was phased out during 2021.

Net financial expenses


	For the years ended December 31,			Increase/(Decrease)
	2022	2021	2020	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
Net financial expenses	49	33	49	16	49.2%	(16)	(32.3%)

2022 compared to 2021

Net financial expenses for 2022 increased to €49 million compared to €33 million for 2021. The increase in net

financial expenses was primarily attributable to hedging costs for foreign exchange derivatives, as well as the remeasurement

to fair value of financial investments held by the Group.

2021 compared to 2020

Net financial expenses for 2021 decreased to €33 million compared to €49 million for 2020. The decrease in net

financial expenses was primarily attributable to a decrease in net foreign exchange losses, including hedging costs.

Income tax expense


	For the years ended December 31,			Increase/(Decrease)
	2022	2021	2020	2022 vs. 2021		2021 vs. 2020
	(€ million, except percentages)
Income tax expense	239	209	58	30	14.0%	151	n.m.

2022 compared to 2021

Income tax expense for 2022 was €239 million, an increase of €30 million, compared to €209 million for 2021.

Income taxes for both years benefited from the application of the Patent Box regime. See Note 10 “Income Taxes” to the

Consolidated Financial Statements included elsewhere in this document for additional information related to the Patent Box

tax regime in Italy.

The increase in income tax expense was primarily attributable to an increase in profit before taxes in 2022 compared

to 2021.

The effective tax rate was 20.2 percent in 2022 compared to 20.1 percent in 2021.

2021 compared to 2020

Income tax expense for 2021 was €209 million, an increase of €151 million, compared to €58 million for 2020.

The increase in income tax expense was primarily attributable to the combined effects of (i) an increase in profit

before taxes and (ii) a net tax benefit recognized in 2020 from the partial step up of trademarks for tax purposes amounting to

€75 million, as further described below.

The effective tax rate was 20.1 percent in 2021 compared to 8.7 percent in 2020. The increase in the effective tax

rate was primarily attributable to the effects of a net tax benefit recognized in 2020 from the voluntary, partial step-up of

trademarks for tax purposes, as further described below.

In the fourth quarter of 2020, the Group benefited from the measures introduced in Italy by art. 110 of the Law

Decree n. 104/2020, converted in the Law n.126/2020, enacting “Urgent measures to support and relaunch the economy”

which reopened the voluntary step up of tangible and intangible assets, with the application of a substitutive tax rate (3%). In

particular, Ferrari S.p.A. benefited from the one-off partial step-up of its trademark for tax purposes. The deferred tax asset

will be utilized over a 50-year period (following the introduction of the 2022 Italian budget law (Law 234/2021) which

provides for an extension from 18 years to 50 years of the amortization period for tax purposes for any trademarks and

goodwill that benefited from the step-up regime) and the substitute tax will be paid in three equal annual installments starting

in 2021. The net benefit has been treated as an adjusting item in the calculation of Adjusted Net Profit and Adjusted Basic

and Diluted Earnings per Common Share for 2020.

Liquidity and Capital Resources

Liquidity Overview

We require liquidity in order to fund our operations, meet our obligations, make capital investments and reward our

shareholders. Short-term liquidity is required, among others, to purchase raw materials, parts, components and utilities for car

production, as well as to fund personnel expenses and other operating costs. In addition to our general working capital and

operational needs, we require cash for capital investments to support continuous product portfolio renewal and expansion, as

well as for research and development activities aimed at continually innovating and improving our cars, including the

transition of our product portfolio to hybrid and electric technology. We also make investments to enhance manufacturing

efficiency, improve capacity, implement sustainability initiatives, ensure environmental and regulatory compliance and carry

out maintenance activities, among others. We fund our capital expenditure primarily with cash generated from our operating

activities. We also use liquidity to reward our shareholders through dividends and share repurchases. At our Capital Markets

Day held on June 16, 2022, we announced a new multi-year share repurchase program of approximately €2 billion that is

expected to be executed by 2026, as well as an increase in our expected dividend payout ratio from 30 percent to 35 percent

of Adjusted Net Income starting in 2022.

We centrally manage our operating cash management, liquidity and cash flow requirements with the objective of

ensuring efficient and effective management of our funds. We believe that our cash generation together with our available

liquidity, including committed credit lines granted from primary financial institutions, will be sufficient to meet our liquidity

requirements.

See the “Net Debt and Net Industrial Debt” section below for additional details relating to our liquidity.

Cyclical Nature of Our Cash Flows

Our working capital is subject to month to month fluctuations due to, among other things, production and sales

volumes, our financial services activities, the timing of capital expenditures and, to a lesser extent, tax payments. In

particular, our inventory levels generally increase in the periods leading up to the launch of new models, during the phase out

of existing models when we build up spare parts, and at the end of the second quarter when our inventory levels are generally

higher to support the summer plant shutdown.

We generally receive payment for cars between 30 and 40 days after the car is shipped (or earlier when sales

financing arrangements are utilized by us or by our dealers), while we generally pay most suppliers between 60 and 90 days

after we receive the raw materials, components or other goods and services. Additionally, we also receive advance payments

from our customers, mainly for our Icona and limited edition models. We maintain sufficient inventory of raw materials and

components to ensure continuity of our production lines, however delivery of most raw materials and components takes place

monthly or more frequently in order to minimize inventories. The manufacture of one of our cars typically takes between 30

and 45 days, depending on the level of automation of the relevant production line, and the car is generally shipped to our

dealers three to six days following the completion of production, although in certain regions we may warehouse cars for

longer periods of time to ensure prompt deliveries. As a result of the above, including the advances received from customers

for certain car models, we tend to receive payment for cars shipped before or around the time we are required to make

payments for the raw materials, components or other materials used in the manufacturing of our cars.

Our investments for capital expenditure and research and development are, among other factors, influenced by the

timing and number of new models launches. Our development costs, as well as our other investments in capital expenditure,

generally peak in periods when we develop a significant number of new models to renew or expand our product portfolio.

Our investments in research and development are also influenced by the timing of research costs for our Formula 1 activities,

for which expenditure in a normal season is generally higher in the first and last quarters of the year, and also depends on the

evolution of the applicable Formula 1 technical regulations, as well as the number and cadence of races during the course of

the racing season. We are currently undergoing a period of structurally higher capital spending as we broaden our car

architectures, prioritize innovation and advanced technologies, and transition our product portfolio to hybrid and electric

powertrains. We also continue to make significant capital investments in operating assets and infrastructure projects that are

important for our continued growth and development, including acquisitions of tracts of land adjacent to our facilities in

Maranello as part of our expansion plans and the ongoing construction of our new e-building, which will be used for the

production of BEVs and related batteries.

The payment of income taxes also affects our cash flows. We typically pay the first tax advance payment in the

second quarter of the year, together with the remaining tax balance due for the previous year, and the remaining part of the

advance payment in the third and/or fourth quarters. Our tax expense and tax payments in 2022, 2021 and 2020 benefited

from applying the Patent Box tax regime in Italy. See Note 10 “Income Taxes” to the Consolidated Financial Statements

included elsewhere in this document for additional information related to the Patent Box tax regime in Italy.

Cash Flows

The following table summarizes the cash flows from/(used in) operating, investing and financing activities for each

of the years ended December 31, 2022, 2021 and 2020. For additional details of our cash flows, see our Consolidated

Financial Statements included elsewhere in this document.


	For the years ended December 31,
	2022	2021	2020
	(€ million)
Cash and cash equivalents at beginning of the year	1,344	1,362	898
Cash flows from operating activities	1,403	1,283	838
Cash flows used in investing activities	(805)	(733)	(708)
Cash flows (used in)/from financing activities	(554)	(580)	340
Translation exchange differences	1	12	(6)
Total change in cash and cash equivalents	45	(18)	464
Cash and cash equivalents at end of the year	1,389	1,344	1,362

2022 compared to 2021

For the year ended December 31, 2022 cash and cash equivalents held by the Group increased by €45 million

compared to a decrease in cash and cash equivalents of €18 million for the year ended December 31, 2021. The difference in

the net change in cash and cash equivalents in 2022 compared to 2021 of positive €63 million was primarily attributable to

the combined effects of:

(i)an increase in cash flows from operating activities of €120 million in 2022 compared to 2021, mainly attributable to

an increase in EBITDA of €242 million and €170 million from other operating assets and liabilities, driven by the

collection of advances for the Daytona SP3 and the 812 Competizione A, partially offset by higher income tax paid

of €196 million and an increase in cash used for inventories, trade receivables and trade payables of €91 million

driven by higher overall volumes; and

(ii)a decrease in cash flows used in financing activities of €26 million in 2022 compared to 2021, driven by net

proceeds/repayments of debt (net proceeds of €95 million in 2022 compared to net repayments of €187 million in

2021), partially offset by higher share repurchases of €166 million and higher dividends of €90 million in 2022

compared to 2021;

partially offset by:

(iii)an increase in cash flows used in investing activities of €72 million in 2022 compared to 2021, driven by higher

investments in intangible assets to support the development of our current and future product offering.

2021 compared to 2020

For the year ended December 31, 2021 cash and cash equivalents held by the Group decreased by €18 million

compared to an increase in cash and cash equivalents of €464 million for the year ended December 31, 2020. The difference

in the net change in cash and cash equivalents in 2021 compared to 2020 of negative €482 million was primarily attributable

to the combined effects of:

(i)a change in cash flows (used in)/from financing activities of €920 million in 2021 compared to 2020, driven by net

repayments/proceeds of debt (net repayments of €187 million in 2021 compared to net proceeds of €681 million in

2020) and higher share repurchases of €101 million in 2021 compared to 2020, partially offset by lower dividends

paid of €50 million; and ;

(ii)an increase in cash flows used in investing activities of €25 million in 2021 compared to 2020, mainly driven by

higher investments in intangible assets to support the development of our current and future product offering.

partially offset by:

(iii)an increase in cash flows from operating activities of €445 million in 2021 compared to 2020, mainly attributable to

an increase in EBITDA of €388 million and a positive impact of €62 million from working capital and other

operating assets and liabilities.

Please refer to the following discussion and to the Consolidated Statement of Cash Flows included elsewhere in this

document for additional information related to our cash flows.

A summary of the cash flows from or used in operating, investing and financing activities for each year is provided

below.

Operating Activities — Year Ended December 31, 2022

For the year ended December 31, 2022, our cash flows from operating activities were €1,403 million, primarily

attributable to:

(i)profit before tax of €1,178 million, adjusted for €546 million of depreciation and amortization expense, €50 million

of net finance costs and net other non-cash expenses and income of €112 million (mainly related to provisions,

allowances, share-based compensation expense and the result from investments accounted for using the equity

method); and

(ii)€140 million of cash generated from the change in other operating assets and liabilities, primarily driven by

advances received for the Ferrari Daytona SP3 and the 812 Competizione A;

partially offset by:

(i)€305 million of income tax paid;

(ii)€188 million of cash absorbed by receivables from financing activities, driven by an increase in the financial

services portfolio;

(iii)€98 million of cash absorbed from the net change in inventories, trade receivables and trade payables, primarily

attributable to higher overall volumes; and

(iv)€32 million of net finance costs paid.

Operating Activities — Year Ended December 31, 2021

For the year ended December 31, 2021, our cash flows from operating activities were €1,283 million, primarily

attributable to:

(i)profit before tax of €1,042 million, adjusted for €456 million for depreciation and amortization expense, €33 million

of net finance costs, and net other non-cash expenses and income of €48 million (mainly related to provisions,

allowances, share-based compensation expense and the result from investments accounted for using the equity

method).

partially offset by:

(i)€123 million related to cash absorbed by receivables from financing activities driven by an increase in the financial

services portfolio;

(ii)€30 million of cash absorbed from the change in other operating assets and liabilities, primarily attributable to

reversals of advances received for the Ferrari Monza SP1 and SP2, partially offset by advances received for the 812

Competizione and 812 Competizione A;

(iii)€6 million of cash absorbed from the net change in inventories, trade receivables and trade payables. In particular,

the movement was attributable to: (a) cash absorbed by inventories of €81 million driven by higher volumes,

partially offset by (b) cash generated from trade receivables of €2 million and (c) cash generated from trade payables

of €73 million;

(iv)€28 million of net finance costs paid; and

(v)€109 million of income tax paid.

Operating Activities — Year Ended December 31, 2020

For the year ended December 31, 2020, our cash flows from operating activities were €838 million, primarily

attributable to:

(i)profit before tax of €667 million, adjusted for €427 million for depreciation and amortization expense, €49 million

of net finance costs, and net other non-cash expenses and income of €59 million (including provision accruals, result

from investments and share-based compensation expense recognized in relation to the Group’s equity incentive

plans).

partially offset by:

(i)€15 million of cash absorbed from the net change in inventories, trade receivables and trade payables. In particular,

the movement was attributable to: (a) cash absorbed by inventories of €68 million driven by higher finished goods

and raw materials, including the effects of efforts to protect the supply chain from potential COVID-19-related

disruptions, partially offset by (b) cash generated from trade receivables of €44 million and (c) cash generated from

trade payables of €9 million;

(ii)€137 million of cash absorbed related to the net change in other operating assets and liabilities, primarily attributable

to reversals of advances received for the Ferrari Monza SP1 and SP2;

(iii)€69 million related to cash absorbed from receivables from financing activities, driven by an increase in the financial

receivables portfolio;

(iv)52 million of net finance costs paid; and

(v)€91 million of income tax paid.

Investing Activities — Year Ended December 31, 2022

For the year ended December 31, 2022, our net cash used in investing activities was €805 million, primarily

attributable to: (i) €457 million of additions to intangible assets and, (ii) €348 million of additions to property, plant and

equipment. For a detailed analysis of additions to property, plant and equipment and intangible assets see “—Capital

Expenditures” below.

Investing Activities — Year Ended December 31, 2021

For the year ended December 31, 2021, our net cash used in investing activities was €733 million, primarily

attributable to: (i) €385 million of additions to intangible assets and, (ii) €352 million of additions to property, plant and

equipment, partially offset by proceeds from disposals. For a detailed analysis of additions to property, plant and equipment

and intangible assets see “—Capital Expenditures” below.

Investing Activities — Year Ended December 31, 2020

For the year ended December 31, 2020, our net cash used in investing activities was €708 million, primarily

attributable to: (i) €352 million of additions to intangible assets and, (ii) €357 million of additions to property, plant and

equipment, partially offset by proceeds from the disposals. For a detailed analysis of additions to property, plant and

equipment and intangible assets see “—Capital Expenditures” below.

Financing Activities — Year Ended December 31, 2022

For the year ended December 31, 2022, net cash used in financing activities was €554 million, primarily attributable

to:

(i)€397 million to repurchase common shares under the Company’s share repurchase program (including the “Sell-to-

Cover” practice under the equity incentive plans);

(ii)€252 million of dividends paid (of which €250 million was to owners of the parent and €2 million was to non-

controlling interests);

(iii)€46 million related to the net change in borrowings to banks and other financial institutions; and

(iv)€17 million in repayments of lease liabilities.

partially offset by:

(i)€146 million of proceeds net of repayments related to our revolving securitization programs in the United States;

and

(ii)€12 million related to the net change in other debt.

Financing Activities — Year Ended December 31, 2021

For the year ended December 31, 2021, our net cash used in financing activities was €580 million, primarily attributable to:

(i)€500 million for the full repayment of a bond upon maturity in January 2021;

(ii)€231 million to repurchase common shares under the Company’s share repurchase program (including the “Sell-to-

Cover” practice under the equity incentive plans);

(iii)€161 million of dividends paid (of which €160 million was to owners of the parent and €1 million was to non-

controlling interests);

(iv)€22 million in repayments of lease liabilities; and

(v)€7 million related to the net change in other debt;

partially offset by:

(i)€149 million of net proceeds from the issuance of the 2032 Notes in July 2021;

(ii)€121 million related to the net change in bank borrowings and other financial institutions; and

(iii)€71 million of proceeds net of repayments related to our revolving securitization programs in the United States.

Financing Activities — Year Ended December 31, 2020

For the year ended December 31, 2020, our net cash from financing activities was €340 million, primarily

attributable to:

(i)€640 million of net proceeds from the issuance of the 2025 Bond;

(ii)€44 million of proceeds net of repayments related to our revolving securitization programs in the United States; and

(iii)€18 million related to the net change in other debt.

partially offset by:

(i)€211 million of dividends paid (of which €208 million was to owners of the parent and €3 million was to non-

controlling interests);

(ii)€130 million paid to repurchase common shares under the Company’s share repurchase program in the first quarter

of 2020;

(iii)€20 million in repayments of lease liabilities; and

(iv)€1 million related to the net change in bank borrowings.

Capital Expenditures

Capital expenditures are defined as additions to property, plant and equipment (including right-of-use assets

recognized in accordance with IFRS 16 — Leases) and intangible assets. Our capital investments generally focus on efforts to

support continuous product portfolio renewal and expansion, as well as development activities aimed at continually

innovating and improving our cars, including the transition of our product portfolio to hybrid and electric technology. We

expect that our capital expenditures in the next few years will continue to be primarily focused on broadening and innovating

our product range, consistent with our plans to launch 15 models over the period from 2023 to 2026, as well as on

infrastructure investments to further enhance our technological edge through continuous innovation and the development of

core components in house.

Capital expenditures for the years ended December 31, 2022, 2021 and 2020 were €824 million, €750 million and

€734 million, respectively.

The following table sets forth a breakdown of capital expenditures by category for each of the years ended

December 31, 2022, 2021 and 2020:


	For the years ended December 31,
	2022	2021	2020
	(€ million)
Intangible assets
Externally acquired and internally generated development costs	416	363	320
Patents, concessions and licenses	31	17	27
Other intangible assets	10	5	5
Total intangible assets	457	385	352
Property, plant and equipment
Industrial buildings	18	35	28
Plant, machinery and equipment	154	123	115
Other assets	27	20	24
Advances and assets under construction	168	187	215
Total property, plant and equipment	367	365	382
Total capital expenditures	824	750	734

Intangible assets

Our total capital expenditures in intangible assets for the year ended December 31, 2022 were €457 million (€385

million and €352 million for the years ended December 31, 2021 and 2020, respectively).

The most significant investments in intangible assets relate to externally acquired and internally generated

development costs. In particular, we make such investments to support the development of our current and future product

offering. The capitalized development costs primarily include materials and personnel costs relating to the engineering,

design and development activities focused on content enhancement of existing cars and new models, including to broaden

and innovate our product portfolio and our ongoing investments in advanced technologies (including hybrid and electric), as

well as the development of the key components used in our cars, which are necessary to provide continuing performance

upgrades to our customers and which we expect to continue to develop primarily in-house.

For the year ended December 31, 2022, we invested €416 million in externally acquired and internally generated

development costs, of which €301 million primarily related to the development of models to be launched in future years and

€115 million primarily related to the development of our current product portfolio and components.

For the year ended December 31, 2021, we invested €363 million in externally acquired and internally generated

development costs, of which €229 million primarily related to the development of models to be launched in future years and

€134 million primarily related to the development of our current product portfolio and components.

For the year ended December 31, 2020, we invested €320 million in externally acquired and internally generated

development costs, of which €244 million primarily related to the development of models to be launched in future years and,

to a much lesser extent, to investments required for new technical regulations applicable for the 2022 to 2025 Formula 1

seasons, and €76 million related to the development of models in our current product portfolio and components.

Property, plant and equipment

Our total capital expenditures in property, plant and equipment for the year ended December 31, 2022 were €367

million (€365 million and €382 million for the years ended December 31, 2021 and 2020, respectively).

For the years ended December 31, 2022, 2021 and 2020, we made significant investments for industrial tools needed

for the production of cars and investments in car production lines (including those for models to be launched in future years),

as well as investments related to our personalization programs and engine assembly lines. Investments in advances and assets

under construction and industrial buildings for the periods presented reflect our growth plans and our focus on the renewal

and broadening of our product portfolio and supporting future model launches, as well as investments for the ongoing

construction of our e-building, which will be used for the production of BEVs and related batteries, and tracts of land

adjacent to our facilities in Maranello as part of our expansion plans, which amounted to €8 million in 2022 and €42 million

in 2021. The cumulative acquisition of tracts of land adjacent to our facilities in Maranello as part of our expansion plans

since the start of 2019 amounted to €126 million.

At December 31, 2022, the Group had contractual commitments for the purchase of property, plant and equipment

amounting to €201 million (€74 million at December 31, 2021). The increase in contractual commitments for the purchase of

property, plant and equipment at December 31, 2022 compared to December 31, 2021 is primarily related to planned

investments for the ongoing construction of our new e-building.

Contractual Obligations

The following table summarizes payments due under our significant contractual commitments at December 31,

2022:


	Payments due by period
	Less than 1 year	1 to 3 years	3 to 5 years	After 5 years	Total
	(€ million)
Long-term debt (1)	805	1,274	59	450	2,588
Interest on long-term debt (2)	35	33	10	15	93
Lease obligations (3)	16	20	12	13	61
Unconditional minimum purchase obligations (4)	55	13	3	—	71
Purchase obligations (5)	161	40	—	—	201
Total contractual obligations	1,072	1,380	84	478	3,014

______________________________

(1)Amounts presented relate to the principal amounts of long-term debt, excluding lease liabilities and the related interest expense that will be paid when

due. For additional information see Note 24 “Debt” to our Consolidated Financial Statements included elsewhere in this document. The table above

does not include short-term debt obligations. See the table below for a reconciliation of the contractual commitments of our long-term debt to the debt

recognized in the consolidated statement of financial position included within our Consolidated Financial Statements.

(2)Amounts include interest payments based on the contractual terms and current interest rates on our long-term debt. Where interest rates are variable,

they were determined using the rates in effect at December 31, 2022.

(3)Lease obligations mainly relate to leases for Ferrari stores, industrial buildings and certain other leased assets used in our business.

(4)Unconditional minimum purchase obligations relate to our unconditional purchase obligations to purchase a fixed or minimum quantity of goods and/

or services from suppliers with fixed and determinable price provisions. From time to time, in the ordinary course of our business, we enter into

various arrangements with key suppliers in order to establish strategic and technological advantages. In particular, such agreements primarily relate

to research and development activities and, to a lesser extent, tooling obligations. This amount also includes unconditional purchase obligations to

purchase a minimum quantity of goods and/or services in connection with certain of our sponsorship contracts.

(5)Purchase obligations represent obligations to purchase property, plant and equipment.

The long-term debt obligations reflected in the table above can be reconciled to the amount recognized in the

consolidated statement of financial position at December 31, 2022 (in our Consolidated Financial Statements included

elsewhere in this document) as follows:


	(€ million)
Debt	2,812
Short-term debt obligations	(161)
Lease liabilities	(57)
Accrued interest and amortized cost effects	(6)
Long-term debt	2,588

100

Pension, post-employment benefits and other provisions for employees

We provide post-employment benefits for certain active employees and retirees of the Group. We classify these

benefits on the basis of the type of benefit provided and in particular as defined contribution plans, defined benefit obligations

or other provisions for employees. At December 31, 2022, the liability for such obligations amounted to €111 million (€101

million at December 31, 2021). See Note 22 “Employee benefits” to the Consolidated Financial Statements included

elsewhere in this document.

Off balance sheet arrangements

We have entered into various off-balance sheet arrangements with unconsolidated third parties in the ordinary

course of business. For additional information see Note 29 “Commitments” to the Consolidated Financial Statements included

elsewhere in this document.

101

Non-GAAP Financial Measures

We monitor and evaluate our operating and financial performance using several non-GAAP financial measures

including: Net Debt, Net Industrial Debt, Free Cash Flow, Free Cash Flow from Industrial Activities, EBITDA, Adjusted

EBITDA, Adjusted EBIT, Adjusted Net Profit, Adjusted Basic Earnings per Common Share and Adjusted Diluted Earnings

per Common Share, as well as a number of financial metrics measured on a constant currency basis. We believe that these

non-GAAP financial measures provide useful and relevant information to management and investors regarding our

performance and improve our ability to assess our financial performance and financial position. They also provide us with

comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding

future spending, resource allocations and other operational decisions. While similar measures are widely used in the industry

in which we operate, the financial measures we use may not be comparable to other similarly titled measures used by other

companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in

accordance with IFRS.

Net Debt and Net Industrial Debt

Due to different sources of cash flows used for the repayment of debt between industrial activities and financial

services activities, and the different business structure and leverage implications, Net Industrial Debt, together with Net Debt,

are the primary measures used by us to analyze our capital structure and financial leverage. We believe the presentation of

Net Industrial Debt aids management and investors in their analysis of the Group’s financial position and financial

performance and to compare the Group’s financial position and financial performance with that of other companies. Net

Industrial Debt is defined as total debt less cash and cash equivalents (Net Debt), further adjusted to exclude the debt and

cash and cash equivalents related to our financial services activities (Net Debt of Financial Services Activities).

The following table sets presents a reconciliation of Net Debt and Net Industrial Debt at December 31, 2022 and

2021.


	At December 31,
	2022	2021
	(€ million)
Cash and cash equivalents	1,389	1,344
Total liquidity	1,389	1,344
Bonds and notes	(1,490)	(1,487)
Asset-backed financing (Securitizations)	(1,105)	(900)
Borrowings from banks and other financial institutions	(114)	(154)
Lease liabilities	(57)	(56)
Other debt	(46)	(33)
Total Debt	(2,812)	(2,630)
Net Debt (A)	(1,423)	(1,286)
Net Debt of Financial Services Activities (B)	(1,216)	(989)
Net Industrial Debt (A-B)	(207)	(297)

For additional information relating to our total debt, see Note 24 “Debt” to the Consolidated Financial Statements

included elsewhere in this document.

The increase in the Net Debt of Financial Services Activities of €227 million, from €989 million at December 31,

2021 to €1,216 million at December 31, 2022, relates primarily to the increase in asset-backed financing (securitizations) of

the receivables generated by our financial services activities in the United States , which grew by €256 million, from €1,144

million at December 31, 2021 to €1,400 million at December 31, 2022 (including the effects of the U.S. Dollar’s appreciation

against the Euro).

102

The following table presents our receivables from financing activities and our Net Debt of Financial Services

Activities at December 31, 2022 and 2021:


	At December 31,
	2022	2021
	(€ million)
Receivables from financing activities	1,400	1,144
Net Debt of Financial Services Activities	(1,216)	(989)

For further details relating to our receivables from financing activities and our asset-backed financing

(securitizations), see Note 18 “Current Receivables and Other Current Assets” and Note 24 “Debt” to the Consolidated

Financial Statements included elsewhere in this document.

Cash and cash equivalents

Cash and cash equivalents amounted to €1,389 million at December 31, 2022 compared to €1,344 million at

December 31, 2021. See “—Cash Flows” above for further details.

Approximately 85 percent of our cash and cash equivalents were denominated in Euro at December 31, 2022

(approximately 85 percent at December 31, 2021). Our cash and cash equivalents denominated in currencies other than the

Euro are available mostly to Ferrari S.p.A. and certain subsidiaries which operate in areas other than Europe. Cash held in

such countries may be subject to transfer restrictions depending on the jurisdictions in which these subsidiaries operate. In

particular, cash held in China (including in foreign currencies), which amounted to €97 million at December 31, 2022 (€90

million at December 31, 2021), is subject to certain repatriation restrictions and may only be repatriated as a repayment of

payables or debt, or as dividends or capital distributions. We do not currently believe that such transfer restrictions have an

adverse impact on our ability to meet our liquidity requirements.

The following table sets forth an analysis of the currencies in which our cash and cash equivalents were

denominated at the dates presented.


	At December 31,
	2022	2021
	(€ million)
Euro	1,181	1,144
Chinese Yuan	96	88
U.S. Dollar	70	68
Pound Sterling	9	6
Japanese Yen	6	20
Other currencies	27	18
Total	1,389	1,344

Cash collected from the settlement of receivables under securitization programs is subject to certain restrictions

regarding its use and is primarily applied to repay principal and interest of the related funding. Such cash amounted to €44

million at December 31, 2022 (€48 million at December 31, 2021).

103

Total available liquidity

Total available liquidity (defined as cash and cash equivalents plus undrawn committed credit lines) at December 31,

2022 was €2,058 million (€2,020 million at December 31, 2021).

The following table summarizes our total available liquidity:


	At December 31,
	2022	2021
	(€ million)
Cash and cash equivalents	1,389	1,344
Undrawn committed credit lines	669	676
Total available liquidity	2,058	2,020

The undrawn committed credit lines at December 31, 2022 and at December 31, 2021 relate to revolving credit

facilities. For further details, see Note 24 “Debt” to the Consolidated Financial Statements included elsewhere in this

document.

Free Cash Flow and Free Cash Flow from Industrial Activities

Free Cash Flow and Free Cash Flow from Industrial Activities are two of our primary key performance indicators to

measure the Group’s performance. These measures are presented by management to aid investors in their analysis of the

Group’s financial performance and to compare the Group’s financial performance with that of other companies. Free Cash

Flow is defined as cash flows from operating activities less investments in property, plant and equipment (excluding right-of-

use assets recognized during the period in accordance with IFRS 16 — Leases), intangible assets and joint ventures. Free

Cash Flow from Industrial Activities is defined as Free Cash Flow adjusted to exclude the operating cash flow from our

financial services activities (Free Cash Flow from Financial Services Activities).

The following table presents our Free Cash Flow and Free Cash Flow from Industrial Activities for the years ended

December 31, 2022, 2021 and 2020.


	For the years ended December 31,
	2022	2021	2020
	(€ million)
Cash flows from operating activities	1,403	1,283	838
Investments in property, plant and equipment, intangible assets and joint ventures	(806)	(737)	(709)
Free Cash Flow	597	546	129
Free Cash Flow from Financial Services Activities	(161)	(96)	(42)
Free Cash Flow from Industrial Activities	758	642	171

Free Cash Flow for the year ended December 31, 2022 was €597 million compared to €546 million for the year

ended December 31, 2021 and €129 million for the year ended December 31, 2020. For an explanation of the drivers in Free

Cash Flow see “—Cash Flows” above.

Free Cash Flow from Industrial Activities for the year ended December 31, 2022 was €758 million, an increase of

€116 million compared to €642 million for the year ended December 31, 2021. The increase in Free Cash Flow from

Industrial Activities in 2022 compared to 2021 was primarily attributable to (i) an increase in EBITDA, (ii) a positive change

in cash flows from other operating assets and liabilities driven by the collection of advances for the Daytona SP3 and the 812

Competizione A, partially offset by (iii) higher income taxes paid, (iv) an increase in cash used for inventories, trade

receivables and trade payables driven by higher overall volumes and (v) higher investments in intangible assets to support the

development of our current and future product offering. See also “—Cash Flows” above for additional information.

Free Cash Flow from Industrial Activities for the year ended December 31, 2021 was positive €642 million an

increase of €471 million compared to €171 million for the year ended December 31, 2020. The increase in Free Cash Flow

from Industrial Activities in 2021 compared to 2020 was primarily attributable to (i) an increase in EBITDA and (ii) a

104

positive change in cash flows from other operating assets and liabilities driven by the collection of advances from the 812

Competizione and 812 Competizione A, partially offset by (iii) the reversal of advances for the Ferrari Monza SP1 and SP2,

(iv) higher investments to support the development of our current and future product offering and (v) higher taxes paid.

EBITDA and Adjusted EBITDA

EBITDA is defined as net profit before income tax expense, net financial expenses and amortization and

depreciation. Adjusted EBITDA is defined as EBITDA as adjusted for certain income and costs, which are significant in

nature, expected to occur infrequently, and that management considers not reflective of ongoing operational activities.

EBITDA is presented by management to aid investors in their analysis of the performance of the Group and to assist investors

in the comparison of the Group’s performance with that of other companies. Adjusted EBITDA is provided in order to

present how the underlying business has performed prior to the impact of the adjusting items, which may obscure the

underlying performance and impair comparability of results between periods.

The following table presents the calculation of EBITDA and Adjusted EBITDA for the years ended December 31,

2022, 2021 and 2020, and provides a reconciliation of these non-GAAP measures to net profit. There were no adjustments

impacting Adjusted EBITDA for the periods presented.


	For the years ended December 31,
	2022	2021	2020
	(€ million)
Net profit	939	833	609
Income tax expense	239	209	58
Net financial expenses	49	33	49
EBIT	1,227	1,075	716
Amortization and depreciation	546	456	427
EBITDA and Adjusted EBITDA	1,773	1,531	1,143

Adjusted EBIT

Adjusted EBIT represents EBIT as adjusted for certain income and costs which are significant in nature, expected to

occur infrequently, and that management considers not reflective of ongoing operational activities. We provide Adjusted

EBIT in order to present how the underlying business has performed prior to the impact of any adjusting items, which may

obscure the underlying performance and impair comparability of results between the periods.

The following table presents Adjusted EBIT for the years ended December 31, 2022, 2021 and 2020. There were no

adjustments impacting Adjusted EBIT for the periods presented.

105

Adjusted Net Profit

Adjusted Net Profit represents net profit as adjusted for certain income and costs (net of tax effects) which are

significant in nature, expected to occur infrequently, and that management considers not reflective of ongoing operational

activities. We provide Adjusted Net Profit in order to present how the underlying business has performed prior to the impact

of any adjusting items, which may obscure the underlying performance and impair comparability of results between the

periods.

The following table presents the calculation of Adjusted Net Profit for the years ended December 31, 2022, 2021

and 2020.


	For the years ended December 31,
	2022	2021	2020
	(€ million)
Net profit	939	833	609
Trademark step-up(1)	—	—	(75)
Adjusted Net Profit	939	833	534

_____________________________

(1)Reflects the application of the measures introduced in Italy by art. 110 of the Law Decree n. 104/2020, converted in the Law n.126/2020, enacting

“Urgent measures to support and relaunch the economy” which reopened the voluntary step up of tangible and intangible assets, with the application

of a substitutive tax rate (3%). In particular, Ferrari S.p.A. benefited from the one-off partial step-up of its trademark for tax purposes, which resulted

in the recognition in 2020 of deferred tax assets for €84 million and a substitute tax liability for €9 million, resulting in a net tax benefit of €75 million.

There was no cash effect in 2020.

Adjusted Basic Earnings per Common Share and Adjusted Diluted Earnings per Common Share

Adjusted Basic Earnings per Common Share and Adjusted Diluted Earnings per Common Share represent earnings

per share, as adjusted for certain income and costs (net of tax effects) which are significant in nature, expected to occur

infrequently, and that management considers not reflective of ongoing operational activities. We provide Adjusted Basic

Earnings per Common Share and Adjusted Diluted Earnings per Common Share in order to present how the underlying

business has performed prior to the impact of any adjusting items, which may obscure the underlying performance and impair

comparability of results between the periods.

The following table presents the calculation of Adjusted Basic Earnings per Common Share and Adjusted Diluted

Earnings per Common Share for the years ended December 31, 2022, 2021 and 2020.


		For the years ended December 31,
		2022	2021	2020
Net profit attributable to owners of the Company	€ million	933	831	608
Trademark step-up(1)	€ million	—	—	(75)
Adjusted net profit attributable to owners of the Company	€ million	933	831	533

Weighted average number of common shares for basic earnings per share	thousand	182,836	184,446	184,806
Adjusted Basic Earnings per Common Share	€	5.11	4.50	2.88
Weighted average number of common shares for diluted earnings per share(2)	thousand	183,072	184,722	185,379
Adjusted Diluted Earnings per Common Share	€	5.09	4.50	2.88

____________________________

(1)Reflects the application of the measures introduced in Italy by art. 110 of the Law Decree n. 104/2020, converted in the Law n.126/2020, enacting

“Urgent measures to support and relaunch the economy” which reopened the voluntary step up of tangible and intangible assets, with the application

of a substitutive tax rate (3%). In particular, Ferrari S.p.A. benefited from the one-off partial step-up of its trademark for tax purposes, which resulted

in the recognition in 2020 of deferred tax assets for €83.7 million and a substitute tax liability for €9.0 million, resulting in a net tax benefit of €74.7

million. There was no cash effect in 2020.

(2)The weighted average number of common shares for diluted earnings per share was increased to take into consideration the theoretical effect of the

potential common shares that would be issued under the Group’s equity incentive plans (assuming 100 percent of the related awards vested).

106

See Note 12 “Earnings per Share” to the Consolidated Financial Statements, included elsewhere in this document,

for the calculation of the basic earnings per common share and diluted earnings per common share.

Constant Currency Information

The “Results of Operations” discussion above includes information about our net revenues on a constant currency

basis, which excludes the effects of foreign currency translation from our subsidiaries with functional currencies other than

Euro, as well as the effects of foreign currency transaction impact and foreign currency hedging. We use this information to

assess how the underlying revenues changed independent of fluctuations in foreign currency exchange rates and hedging. We

calculate constant currency by (i) applying the prior-period average foreign currency exchange rates to translate current

period revenues of foreign subsidiaries expressed in local functional currency other than Euro, (ii) applying the prior-period

average foreign currency exchange rates to current period revenues originated in a currency other than the functional

currency of the applicable entity, and (iii) eliminating the variances of any foreign currency hedging (see Note 2 “Significant

Accounting Policies” to the Consolidated Financial Statements, included elsewhere in this document, for information on the

foreign currency exchange rates applied). Although we do not believe that these measures are a substitute for GAAP

measures, we do believe that revenues excluding the impact of currency fluctuations and the impacts of hedging provide

additional useful information to investors regarding the operating performance on a local currency basis.

107

2023 Outlook

2023 guidance, based on the following assumptions:

•Strong mix sustained by rich product portfolio, Ferrari Daytona SP3 and personalizations

•Price increase to counter balance current cost inflation

•Increasing depreciation and amortization in line with the start of production of new models

•Revenues from racing and lifestyle activities reflecting a limited improvement

•Industrial free cash flow generation sustained by strong profitability partially offset by disciplined capital

expenditures to fuel long term development and negative working capital


(€B, unless otherwise stated)	2022A	2023 GUIDANCE
NET REVENUES	5.1	∼5.7
ADJ. EBITDA (margin %)	1.77 34.8%	2.13-2.18 ∼38%
ADJ. EBIT (margin %)	1.23 24.1%	1.45-1.50 ∼26%
ADJ. DILUTED EPS (€)	5.09(1)	6.00-6.20(1)
INDUSTRIAL FCF	0.76	Up to 0.90

______________________________

(1)Calculated using the weighted average diluted number of common shares at December 31, 2022 (183,072 thousand)

108

Major Shareholders

Exor is our largest shareholder through its approximately 24.44 percent shareholding interest in our outstanding

common shares (as of February 13, 2023). See “Overview—History of the Company”. As a result of the loyalty voting

mechanism, Exor’s voting power is approximately 36.25 percent (as of February 13, 2023). In addition, as of February 13,

2023, Trust Piero Ferrari, a Jersey trust established by Mr. Piero Ferrari, holds approximately 10.39 percent of our

outstanding common shares. Piero Ferrari holds the usufruct over such shares including the right to exercise the voting rights

of such shares, corresponding to, as a result of the loyalty voting mechanism, a voting power of approximately 15.42 percent.

The percentages of ownership and voting power above are calculated based on the number of outstanding shares net of

treasury shares.

Exor and Mr. Piero Ferrari informed us that they have entered into a shareholder agreement, recently amended to

reflect adherence by Trust Piero Ferrari, summarized below under “—Shareholders’ Agreement”.

Exor resulted from a cross-border merger of its predecessor entity, Exor S.p.A. with and into Exor N.V. As a result

of that merger, which was completed on December 11, 2016, all activities of Exor S.p.A. are continued by Exor under

universal succession, including with respect to the holding of our shares. Exor is controlled by Giovanni Agnelli B.V.

(“G.A.”), which holds 84.37 percent of its share capital, based on regulatory filings with the Netherlands Authority for the

Financial Markets (stichting Autoriteit Financiële Markten, the “AFM”). G.A. is a Dutch private company with limited

liability (besloten vennootschap met beperkte aansprakelijkheid) with interests represented by shares, founded by Giovanni

Agnelli and currently held by members of the Agnelli and Nasi families, descendants of Giovanni Agnelli, founder of Fiat. Its

present principal business activity is to purchase, administer and dispose of equity interests in public and private entities and,

in particular, to ensure the cohesion and continuity of the administration of its controlling equity interests. The managing

directors of G.A., as of February 2, 2023, were John Elkann, Jeroen Preller, Florence Hinnen, Tiberto Brandolini d’Adda,

Alessandro Nasi, Andrea Agnelli, Luca Ferrero de’ Gubernatis Ventimiglia and Benedetto Della Chiesa.

Based on the information in Ferrari’s shareholder register, regulatory filings with the AFM and the SEC and other

sources available to us, the following shareholders owned, directly or indirectly, in excess of three percent of the common

shares holding voting rights of Ferrari, as of February 13, 2023:


Shareholder	Number of common shares	Percentage owned (1)
Exor N.V. (2)	44,435,280	24.44%
Trust Piero Ferrari (2)	18,894,295	10.39%
BlackRock, Inc. (3)	10,351,823	5.69%
T. Rowe Price Associates, Inc (4)	8,137,521	4.48%
Other public shareholders	99,974,204	55.00%

______________________________

(1)The percentages of share capital set out in this table are calculated as the ratio of (i) the aggregate number of outstanding common shares beneficially

owned by the shareholder to (ii) the total number of outstanding common shares (net of treasury shares) of Ferrari. These percentages may slightly

differ from the percentages of share capital included in the public register held by the AFM of all notifications made pursuant to the disclosure

obligations under chapter 5.3 of the Dutch Act on financial supervision (Wet op het financieel toezicht; the “AFS”), inter alia, because any shares held

in treasury by Ferrari are included in the relevant denominators for purposes of the AFS disclosure obligations.

(2)Each of Exor and Trust Piero Ferrari participate in the loyalty voting program of Ferrari. As of February 13, 2023, Exor owned 44,435,280 special

voting shares and Trust Piero Ferrari owned 18,894,295 special voting shares. Therefore, as discussed above in this section, the voting power of Exor

and Trust Piero Ferrari in Ferrari is higher than the percentage of common shares beneficially held as presented in this table.

(3)Based on filings with the SEC (Amendment No. 1 to Schedule 13G filed on February 1, 2023, File No. 005-89223), BlackRock, Inc. is a parent holding

company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) and, out of the common shares beneficially owned as set forth in the table, it

has sole voting power over 9,760,891 common shares.

(4)Based on filings with the SEC (Amendment No. 1 to Schedule 13G filed on February 14, 2018, File No. 005-89223), T. Rowe Price Associates, Inc. is

an investment adviser registered under Section 203 of the U.S. Investment Advisers Act of 1940. Based on subsequent filings with the SEC, out of the

common shares beneficially owned as set forth in the table, T. Rowe Price associates, Inc. has sole voting power over 4,532,280 common shares.

Based on the information in Ferrari’s shareholder register and other sources available to us, as of February 13, 2023,

approximately 78.5 million Ferrari common shares, or 40.5 percent of the outstanding Ferrari common shares, were held in

the United States. As of the same date, approximately 1,809 record holders had registered addresses in the United States.

109

Shareholders’ Agreement

On December 23, 2015, Exor and Piero Ferrari entered into a Shareholders’ Agreement, which became effective at

the completion of the Separation on January 3, 2016 (as amended, the “Shareholders’ Agreement”) and prior to the admission

to listing and trading of the common shares of Ferrari on Euronext Milan. On December 16, 2022, Exor, Piero Ferrari and the

newly established Trust Piero Ferrari entered into an adherence and amendment agreement (the “Adherence and Amendment

Agreement”) to the Shareholders’ Agreement, whereby Trust Piero Ferrari was added as a new party to the Shareholders’

Agreement and certain provisions of the Shareholders Agreement were amended. This followed the establishment of Trust

Piero Ferrari and the grant to Trust Piero Ferrari of the bare ownership of Ferrari shares as described under “—Major

Shareholders” above. Ferrari is not a party to the Shareholders’ Agreement nor to the Adherence and Amendment

Agreement, and does not have any rights or obligations thereunder. Below is a summary of the principal provisions of the

Shareholders’ Agreement based on regulatory filings made by Exor, Trust Piero Ferrari and Piero Ferrari.

Consultation

For the purposes of forming and exercising, to the extent possible, a common view on the items on the agenda of

any General Meeting of shareholders of Ferrari, Exor and Piero Ferrari will consult with each other prior to each General

Meeting. For the purposes of this consultation right and duties, representatives of each of Exor and Piero Ferrari shall meet in

order to discuss in good faith whether they have or can find a common view as to the matters on the agenda of the

immediately following General Meeting. This consultation right does not include an obligation to vote in any certain way nor

does it constitute a veto right in favor of Piero Ferrari. The consultation rights and obligations set forth in the Shareholders’

Agreement apply solely between Exor and Piero Ferrari, and do not apply to Trust Piero Ferrari.

In the event of (i) consolidation upon Trust Piero Ferrari of the usufruct on the common shares of Ferrari, as held by

Piero Ferrari, and the bare ownership on the common shares of Ferrari, as held by Trust Piero Ferrari, or (ii) any other

transfer of the usufruct on the common shares of Ferrari, as held by Piero Ferrari, to a Permitted Transferee (as defined in the

Shareholders’ Agreement), the consultation rights and obligations set forth in the Shareholders’ Agreement will automatically

terminate and cease to have any validity and effect and a new consultation procedure will automatically come into force and

effect between Exor and the relevant Permitted Transferee (including Trust Piero Ferrari, if applicable). Such new

consultation procedure will entail no obligation on the parties to reach a common view and each of Exor and the relevant

Permitted Transferee (including the trustee acting on behalf of Trust Piero Ferrari, if applicable), will at all times remain free

to exercise its voting rights independently.

Pre-emption right in favor of Exor and right of first offer of Piero Ferrari

Except for Permitted Transfers (as defined in the Shareholders’ Agreement), the bare ownership on the common

shares of Ferrari, as held by Trust Piero Ferrari, and the usufruct on the common shares of Ferrari, as held by Piero Ferrari,

will not be transferred separately. In the event of the joint transfer of bare ownership and usufruct of all or part of the Ferrari

common shares held by Trust Piero Ferrari, Exor will have the right to purchase all (but not less than all) of the common

shares being transferred on the terms of the original proposed transferor, in case the original proposed transfer was for no

consideration, at market prices determined pursuant to the Shareholders’ Agreement.

In the event Exor intends to transfer (in whole or in part) its common shares to a third party, either solicited or

unsolicited, Piero Ferrari will have the right to make a binding, unconditional and irrevocable all cash offer for the purchase

of such common shares. Trust Piero Ferrari will not have any rights in connection with such right of first offer.

The foregoing will not apply in the case of transfers of Ferrari common shares: (i) by any party to the Shareholders’

Agreement, to a party that qualifies as a “Loyalty Transferee” (as defined in the Ferrari Articles of Association) of such party,

(ii) by Exor, to any affiliate of G.A., to a successor in business of G.A. and to any affiliate of a successor in business of G.A.,

and (iii) by any party to the Shareholders’ Agreement that is an individual, to an entity wholly owned and controlled by that

same party. In addition, the provisions regarding the pre-emption right in favor of Exor and right of first offer of Piero Ferrari

will not apply in relation to, and Trust Piero Ferrari will be free and allowed to carry out, market sales to third parties of its

Ferrari common shares (provided always that bare ownership and usufruct are transferred together) which in the aggregate do

not exceed, during the whole period of validity of the Shareholders’ Agreement, 0.5 percent of the number of common shares

owned by Piero Ferrari upon completion of the Separation.

110

Succession

In the event of (i) consolidation upon Trust Piero Ferrari of the usufruct on the common shares of Ferrari, as held by

Piero Ferrari, and the bare ownership on the common shares of Ferrari, as held by Trust Piero Ferrari, or (ii) any other

transfer of the usufruct on the common shares of Ferrari, as held by Piero Ferrari, to a Permitted Transferee, all rights and

obligations pertaining to Piero Ferrari under the Shareholders’ Agreement other than the consultation rights and obligations

described above (and, therefore, including the right of first offer) shall automatically be transferred to the relevant Permitted

Transferee (including Trust Piero Ferrari, if applicable) to the extent that such provisions cannot be classified as acting in

concert provisions within the meaning of the Dutch applicable laws and regulations.

Term

The Shareholders’ Agreement entered into force upon completion of the Separation on January 3, 2016 and provides

that it shall remain in force until the fifth anniversary of the effective date of the Separation, provided that if neither of the

parties to the Shareholders’ Agreement terminates the Shareholders’ Agreement within six months before the end of the

initial term, then the Shareholders’ Agreement shall be renewed automatically for another five year term. Since neither of the

parties to the Shareholders’ Agreement terminated it within six months before January 3, 2021, the Shareholders’ Agreement

was automatically renewed for another five year term and, therefore, until January 3, 2026.

The Shareholders’ Agreement shall terminate and cease to have any effect as a result of the transfer of all the

common shares owned by either Exor or Trust Piero Ferrari to a third party.

Governing law and jurisdiction

The Shareholders’ Agreement is governed by and must be interpreted according to the laws of the Netherlands. Any

disputes arising out of or in connection with the Shareholders’ Agreement are subject to the exclusive jurisdiction of the

competent court in Amsterdam, the Netherlands, without prejudice to the right of appeal and appeal to the Supreme Court.

111

Corporate Governance

Introduction

Ferrari N.V. is a public limited liability company, incorporated under the laws of the Netherlands. The Company is

the holding company of the Ferrari group following the separation of the Ferrari business from FCA, now Stellantis N.V. In

this section, the “Company” may refer to Ferrari N.V. or to New Business Netherlands N.V., Ferrari N.V.’s predecessor as

holding company of the Ferrari group, as the context may require. The Company qualifies as a foreign private issuer under

the New York Stock Exchange (“NYSE”) listing standards and its common shares are listed on the NYSE and on Euronext

Milan (formerly Mercato Telematico Azionario).

In accordance with the NYSE rules, the Company is permitted to follow its home country practice with regard to

certain corporate governance standards. Therefore, the Company has adopted, except as discussed below under “Compliance

with Dutch Corporate Governance Code”, the best practice provisions of the updated Dutch corporate governance code

issued by the Corporate Governance Code Monitoring Committee, which entered into force on January 1, 2018 (the “Dutch

Corporate Governance Code”) and is applicable retroactively as from financial year 2017. The Dutch Corporate Governance

Code contains principles and best practice provisions that regulate relations inter alia between the board of directors of a

company and its committees and the relationship with the general meeting of shareholders. On December 20, 2022, the

Corporate Governance Code Monitoring Committee published an update to the 2016 Dutch Corporate Governance Code. The

updated Dutch Corporate Governance Code will enter into force as for the financial year beginning on or after January 1,

2023, meaning that compliance with the updated Dutch Corporate Governance Code will need to be accounted for in the

management report for the financial year 2023.

In this Annual Report the Company addresses its overall corporate governance structure. The Company discloses,

and intends to disclose any material departure from the best practice provisions of the Dutch Corporate Governance Code in

this and in its future annual reports.

Board of Directors

Pursuant to the Company’s articles of association (the “Articles of Association”), its board of directors (the “Board

of Directors” or the “Board”) consists of three or more directors (the “Directors”). The current Board of Directors was

appointed at the annual general meeting of shareholders held on April 13, 2022. Its term of office will expire on the day of

the next Annual General Meeting of Shareholders, which is currently expected to be on April 14, 2023. Each Director may be

reappointed at any subsequent annual general meeting of shareholders. Mr. Benedetto Vigna, who acted as Chief Executive

Officer since September 12, 2021, was confirmed Chief Executive Officer by the Board of Directors of Ferrari on April 13,

2022.

The Board of Directors as a whole is responsible for the strategy of the Company. The Board of Directors is

composed of two executive Directors (i.e., Mr. John Elkann, Executive Chairman, and Mr. Benedetto Vigna, Chief Executive

Officer) and eight non-executive Directors. Pursuant to Article 17 of the Articles of Association, the general authority to

represent the Company shall be vested in the Board of Directors and the Chief Executive Officer. The Chief Executive

Officer has day-to-day responsibility for the management of the Company and the Group.

Pursuant to Article 17 of the Articles of Association, the general authority to represent the Company shall be vested

in the Board of Directors and the Chief Executive Officer. The Board of Directors appointed the following internal

committees: (i) an Audit Committee, (ii) an ESG Committee, and (iii) a Compensation Committee. On certain key

operational matters, the executive Directors are supported by the Ferrari Leadership Team (hereinafter also the “FLT”,

formerly Senior Management Team, and so renamed as a result of the organizational changes implemented in January 2022),

which is responsible for reviewing the operating performance of the businesses, collaborating on certain operational matters,

supporting the executive Directors with their tasks and executing decisions of the Board of Directors and the day-to-day

management of the Company, primarily to the extent it relates to the operational management.

112

Set forth below is the name, year of birth and position of each of the persons currently serving as Directors of Ferrari

N.V. Unless otherwise indicated, the business address of each person listed below will be c/o Ferrari, Via Abetone Inferiore

n. 4, I-41053 Maranello (MO), Italy.


Name	Year of Birth	Position
John Elkann	1976	Executive Chairman and Executive Director
Benedetto Vigna	1969	Chief Executive Officer
Piero Ferrari	1945	Vice Chairman and Non-Executive Director
Sergio Duca(1)	1947	Senior Non-Executive Director
Delphine Arnault	1975	Non-Executive Director
Francesca Bellettini	1970	Non-Executive Director
Eddy Cue	1964	Non-Executive Director
John Galantic	1961	Non-Executive Director
Maria Patrizia Grieco	1952	Non-Executive Director
Adam Keswick	1973	Non-Executive Director

______________________________

(1)The Board of Directors has resolved to appoint Sergio Duca as chairman of the Board, as referred to in the Dutch Civil Code, who

will in such capacity have the title Chair (Voorzitter).

Eight Directors currently qualify as independent (representing a majority) for purposes of NYSE rules and Rule

10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and seven Directors qualify as independent

(representing a majority) for purposes of the Dutch Corporate Governance Code.

The Board of Directors has resolved to grant the following titles:

•John Elkann: Chairman of the Company;

•Benedetto Vigna: Chief Executive Officer;

•Piero Ferrari: Vice-Chairman; and

•Sergio Duca: Chair of the Board (Voorzitter) and Senior Non-Executive Director.

The following members are independent within the meaning of the Dutch Corporate Governance Code and NYSE

rules:

•Delphine Arnault;

•Francesca Bellettini;

•Eddy Cue;

•Sergio Duca;

•John Galantic;

•Maria Patrizia Grieco; and

•Adam Keswick.

In addition, Piero Ferrari is considered independent within the meaning of the NYSE rules.

Directors are expected to prepare themselves for and to attend all Board of Directors meetings, the annual general

meeting of shareholders and the meetings of the committees on which they serve, with the understanding that, on occasion, a

Director may be unable to attend a meeting.

During 2022, there were four meetings of the Board of Directors. The attendance rate at these meetings was 97.50

percent.

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The non-executive Directors of the Company met to discuss the functioning of the Board and its committees, the

functioning of the executive Directors as a corporate body of the company, or the corporate strategy and the main risks of the

business, pursuant to best practice provisions 2.2.6, 2.2.7 and 1.1.2 of the Dutch Corporate Governance Code.

Summary biographies for the current Directors of Ferrari are included below:

John Elkann (Chairman of the Company and executive Director) – Mr. John Elkann is Chief Executive Officer

of Exor and Chairman of Stellantis N.V. Elkann obtained a scientific baccalaureate from the Lycée Victor Duruy in Paris and

graduated in Engineering from Politecnico, the Engineering University of Turin. While at university, he gained work

experience in various companies of the Fiat Group in the UK and Poland (manufacturing) as well as in France (sales and

marketing). He started his professional career in 2001 at General Electric as a member of the Corporate Audit Staff, with

assignments in Asia, the USA and Europe. John Elkann is Chairman of Giovanni Agnelli B.V. He is Chairman of GEDI

Gruppo Editoriale S.p.A. Elkann is a trustee of MoMA. He also serves as Chairman of the Giovanni Agnelli Foundation.

Born in 1976, Italian citizenship.

Benedetto Vigna (Chief Executive Officer and executive Director) – Mr. Benedetto Vigna is Chief Executive

Officer since September 2021. Before joining Ferrari, he was President of STMicroelectronics’, Analog, MEMS and Sensors

Group, since January 2016 and also a member of ST’s Executive Committee from May 31, 2018. Vigna joined ST in 1995

and founded ST’s MEMS activities (Micro-Electro-Mechanical Systems). Under his guidance, ST’s MEMS sensors

established ST’s leadership with large OEMs in motion-activated user interfaces. His responsibilities were expanded to

include connectivity, imaging and power solutions and he piloted a series of successful moves into new business areas, with a

particular focus on the industrial and automotive market segments. During his career Vigna has filed more than 200 patents

on micromachining, authored numerous publications and has sat on the boards of several EU-funded programs including start

ups as well as worldwide recognized boards of Asian and American research centers. Benedetto Vigna graduated in

Subnuclear Physics from the University of Pisa.

Born in 1969, Italian citizenship

Piero Ferrari (Vice Chairman and non-executive Director) – Mr. Piero Ferrari has been Vice Chairman of

Ferrari S.p.A. since 1988. He also serves as Chairman of HPE-COXA, is board member and Vice President of Ferretti Group.

He was President of Piaggio Aero Industries S.p.A. from 1998 to 2014 and served as Chairman of the Italian Motor Sport

Commission (CSAI) from 1998 to 2001 and BA SERVICE from 2000 to 2015. He was also a board member and Vice

President of Banca Popolare dell’Emilia Romagna in Modena from 2002 to 2011 and from 2011 to 2014 respectively. The

son of Ferrari’s founder Enzo Ferrari, Mr. Piero Ferrari covered a variety of management positions in the motor sport division

of Ferrari from 1970 to 1988 with increasing responsibilities. His first position with Ferrari dates back to 1965 working on

the production of the Dino 206 Competizione racing car. Mr. Piero Ferrari received an honorary degree in Aerospace

Engineering from the University of Naples Federico II in 2004 and an Honorary Degree in Mechanical Engineering from the

University of Modena and Reggio Emilia in 2005. In 2004, Mr. Piero Ferrari was awarded the title of Cavaliere del Lavoro.

Born in 1945, Italian citizenship.

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Sergio Duca (Chairman of the Board of Directors and Senior Non-Executive Director) – Mr. Sergio Duca is a

member of the Statutory Auditors of Ferrovie dello Stato Italiane S.p.A. since 2022, independent director of OSAI

Automation System S.p.A. since November 2020 and a director of Tofaş Türk Otomobil Fabrikasi Anonim Şirketi, as well as

Chairperson of the corporate governance committee, member of the risk management committee and member of the audit

committee of the board of directors of Tofaş Türk Otomobil Fabrikasi Anonim Şirketi. He also serves as Chairman of the

board of auditors of ISPI (Institute for the Study of International Politics), as well as a member of the board of auditors of the

Intesa San Paolo Foundation Onlus. Mr. Duca has previously served as member of the board of Nedcommunity association

from May 2019 until May 2022, member of the Statutory Auditors of BasicNet S.p.A. from 2017 until March 2022,

Chairman of the Board of Statutory Auditors of Enel S.p.A. from April 2010 until May 2019, Chairman of the Board of

Directors of Orizzonte SGR S.p.A. from 2008 until 2016, Chairman of the Board of Statutory Auditors of Exor S.p.A. until

May 2015, Chairman of the Board of Statutory Auditors and effective auditor of GTech until April 2015, member of the

Board of ASTM S.p.A. and Chairman of the Audit Committee of ASTM S.p.A. from 2010 until 2013, Chairman of the Board

of Statutory Auditors of Tosetti Value SIM and an independent director of Sella Gestione SGR until April 2010. From 1997

until July 2007, Mr. Duca was the Chairman of PricewaterhouseCoopers S.p.A. In addition, he has previously served as

Chairman of the board of auditors of the Fondazione per la Scuola of Compagnia di San Paolo until February 2022, Chairman

of the board of auditors of the Silvio Tronchetti Provera Foundation, Chairman of the board of auditors of Compagnia di San

Paolo until May 2016, member of the Edison Foundation’s advisory board and the University Bocconi in Milan’s

development committee, as well as Chairman of the Bocconi’s Alumni Association’s board of auditors and a member of the

board of auditors of the ANDAF (Italian Association of Chief Financial Officers). As a certified chartered accountant and

auditor, he acquired broad experience through the PricewaterhouseCoopers network as the external auditor of a number of

significant Italian listed companies. Mr. Duca graduated with honors in Economics and Business from University Bocconi in

Milan.

Born in 1947, Italian citizenship.

Delphine Arnault (non-executive Director) – Mrs. Delphine Arnault graduated from the EDHEC Business School

and the London School of Economics. She began her career at McKinsey & Company, the global management consultancy

firm, where she was a Consultant for two years. In 2001, she joined the Executive Committee of Christian Dior Couture

where she directed several product lines. She was appointed Deputy General Manager of Christian Dior Couture in 2008 and

in September 2013 Deputy General Manager of Louis Vuitton Malletier. She has been a board director of LVMH Moët

Hennessy Louis Vuitton SE since 2003. Delphine was appointed to the board of Château Cheval Blanc, the Saint-Emilion

premier grand cru classé in 2008. In 2002 she joined the board of Loewe, the celebrated Spanish leather goods company, and

was appointed to Pucci’s board of directors in 2007. She was appointed to the boards of Céline in December 2011 and

Christian Dior SE in April 2012. Delphine Arnault previously served as a director of both Havas and 21st Century Fox from

2013 to 2019. In 2021, she has been appointed to the Board of Gagosian and Phoebe Philo Limited.

Born in 1975, French citizenship.

Francesca Bellettini (non-executive Director) – Since September 2013, Ms. Francesca Bellettini is President and

Chief Executive Officer of Yves Saint Laurent (part of the Kering Group), based in France. Ms. Bellettini is a member of the

Kering Group Executive Committee since 2013. Ms. Bellettini joined the Kering Group in 2003, occupying different

executive roles. From 2003 until 2008 she worked in Gucci, Italy, first as Assistant to the President and Managing Director

and, from 2005, as Strategic Planning Director and Associate Worldwide Merchandising Director. In 2008, she joined

Bottega Veneta, Italy, as Worldwide Merchandising Director and from 2010 she became Worldwide Merchandising-

Communication Director based in Switzerland. From 1999 until 2002, Ms. Bellettini worked in the Prada Group, Italy, first in

the Planning and New Business Development Division of Prada and, in 2002, as Operations Manager of Helmut Lang.

Previously, she worked in Compass Partners International, UK from 1998 to 1999, in Deutsche Morgan Grenfell, UK from

1996 to 1998 and in Goldman Sachs International, UK from 1994 to 1996. While graduating, she had an internship in

Citibank, Italy in 1994. Ms. Bellettini graduated in Business Administration with a focus on Finance from Bocconi

University, Italy.

Born in 1970, Italian citizenship.

115

Eddy Cue (non-executive Director) – Mr. Eddy Cue is Apple’s senior vice president of Services, reporting to CEO

Tim Cook. Mr. Cue oversees the full range of Apple’s services, including Apple Music, Apple News, Apple Podcasts, the

Apple TV app, and Apple TV+, as well as Apple Pay, Apple Card, Maps, Search Ads, Apple’s iCloud services, and Apple’s

productivity and creativity apps. Mr. Cue’s team has an excellent track record of building and strengthening world-class

services that meet and exceed the high expectations of Apple’s customers, and offer creators and storytellers the opportunity

to bring their creative visions to people around the world. Mr. Cue joined Apple in 1989 and leads a large organization of

amazing people. Mr. Cue was instrumental in creating the Apple online store in 1998, the iTunes Store in 2003, and the App

Store in 2008. He also played a key role in developing Apple’s award-winning iLife suite of applications. In his early years at

Apple, he was a successful manager of software engineering and customer support teams. Mr. Cue earned a bachelor’s degree

in Computer Science and Economics from Duke University. He serves on the Board of Trustees of both the Paley Center for

Media and Duke University.

Born in 1964, American citizenship.

John Galantic (non-executive Director) – John Galantic is President and Chief Operating Officer of Chanel Inc.

Galantic obtained a Bachelor’s degree from Tufts University and Master’s degree in Business Administration from Harvard

Business School. He began his career at Procter and Gamble and worked in various Marketing and Sales roles in Italy, the

UK and US. After stints at GlaxoSmithKline in global Marketing and at Coty Beauty, as President of Coty Americas, he

joined Chanel in 2006. He joined the board of Chanel in 2018. Galantic has also been on the board of Bacardi Limited since

2011. Since 2017, he has been on the board of the Chanel Fondation, a philanthropic organization focused on women and

girls.

Born in 1961, American citizenship.

Maria Patrizia Grieco (non-executive Director) – Maria Patrizia Grieco has been the Chairperson of the Board of

Directors of Banca Monte dei Paschi di Siena since May 2020, after having gained experience in the financial sector during

the 6 years spent on the Board of Anima Holding. She has been also Chairperson of Assonime (the association of the Italian

joint stock companies) since June 2021 and Deputy Chairperson of the Italian Banking Association since July 2022. From

May 2014 to May 2020 she was the Chairperson of the Board of Directors of Enel, the Italian company world leader in the

utilities sector. After graduating in law from the University of Milan, she started her career in 1977 at Italtel, where in 1994

she became chief of the Legal and General Affairs directorate. In 1999, she was appointed General Manager with the task of

reorganizing and repositioning the company, and in 2002 she became Chief Executive Officer. Subsequently, she held the

positions of Chief Executive Officer of Siemens Informatica, Partner of Value Partners and Chief Executive Officer of the

Group Value Team (today NTT Data). From 2008 to 2013 she was Chief Executive Officer of Olivetti, where she also held

the role of Chairperson from 2011. She has been a member of the Board of Directors of Fiat Industrial, CIR and Endesa S.A.

and currently serves on the Board of Ferrari and Amplifon. Mrs. Grieco is also a member of the Board of Directors of

Bocconi University. Maria Patrizia Grieco was Chairperson of the Italian Corporate Governance Committee from 2017 to

2021. During her mandate, the new Corporate Governance Code for Italian listed companies was issued. In the framework of

the G20 Italy, she was Chair of the "Integrity & Compliance" Task Force of the B20 Italy, which provided pragmatic

solutions that embraced the renewed concepts of integrity and compliance, to create a better future through inclusion and

positive impact. She was also a member of the G20 Business Advisory Board for the Italian Presidency, led by The European

House - Ambrosetti. The Board supported the Italian Prime Minister in providing contributions to the G20 agenda.

Born in 1952, Italian citizenship.

Adam Keswick (non-executive Director) – Mr. Adam Keswick first joined the Jardine Matheson Group in 2001

and was appointed to the Board of Jardine Matheson in 2007. He was Deputy Managing Director of Jardine Matheson from

2012 to 2016, and became chairman of Matheson & Co. in 2016. Mr. Keswick is a director of Dairy Farm, Hongkong Land,

Jardine Strategic and Mandarin Oriental. He is also Vice-Chairman of the Supervisory Board of Rothschild & Co. and is a

Director of Yabuli China Entrepreneurs Forum. Adam is also a Non-Executive Member of the Board of Directors and

Member of the Remuneration Committee of Schindler Holdings Ltd (Switzerland).

Born in 1973, British citizenship.

116

As of December 31, 2022, the members of the Board of Directors had, among other skills, the skills shown in the

table below:


Skill Area	Corporate Governance and Risk management	Financial and accounting	Corporate management	Digital and cybersecurity	Innovation	ESG	Automotive and motorsport industry knowledge	Luxury goods industry knowledge
John Elkann (Executive Chairman and Executive Director)	x	x	x		x	x	x
Benedetto Vigna (Chief Executive Officer)	x		x	x	x	x	x
Piero Ferrari (Vice Chairman and non- Executive Director)	x		x				x	x
Sergio Duca (Senior Non-Executive Director)	x	x	x			x	x
Delphine Arnault (Non- Executive Director)	x	x	x					x
Francesca Bellettini (Non-Executive Director)	x	x	x					x
Eddy Cue (Non- Executive Director)	x		x	x	x	x
John Galantic (Non- Executive Director)	x		x			x		x
Maria Patrizia Grieco (Non-Executive Director)	x	x	x			x	x
Adam Keswick (Non- Executive Director)	x	x	x				x

117

As of December 31, 2022, the Board of Directors and its committee were composed of ten Directors as shown in the

table below:


Directors	Nationality	Executive	Non Executive	Independent		Committees			Directors from(1)	Roles in other companies(4 )
Directors	Nationality	Executive	Non Executive	NYSE Rules	Dutch Code	Audit	Compensati on	ESG	Directors from(1)	Roles in other companies(4 )
John Elkann (Executive Chairman and Executive Director)	IT	x						x	April 15, 2016(2)	2
Benedetto Vigna (Chief Executive Officer)	IT	x							September 16, 2021(3)	0
Piero Ferrari (Vice Chairman)	IT		x	x			x		January 2, 2016	0
Sergio Duca (Chair of the Board and Senior Non- Executive)	IT		x	x	x	x			January 2, 2016	2
Delphine Arnault	FR		x	x	x			x	April 15, 2016	2
Francesca Bellettini	IT		x	x	x	x			April 16, 2020	1
Eddy Cue	US		x	x	x		x	x	January 2, 2016	0
John Galantic	US, CH		x	x	x		x		April 16, 2020	0
Maria Patrizia Grieco	IT		x	x	x	x			April 15, 2016	2
Adam Keswick	UK		x	x	x				April 15, 2016	2

______________________________

(1) References in this table to Directors refer to Ferrari N.V. The Board of Directors is appointed annually on each annual general meeting of

shareholders.

(2)Mr. John Elkann is Executive Director from April 12, 2019.

(3)Mr. Benedetto Vigna was designated as Chief Executive Officer by the Board of Directors as of April 13, 2022 and was previously Acting Chief

Executive Officer since September 16, 2021.

(4)Directorships in listed companies other than in the Company.

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Board Regulations

The current regulations of the Board of Directors deal with matters that concern the Board of Directors and its

committees internally.

The regulations contain provisions concerning the manner in which meetings of the Board of Directors are called

and held, including the decision-making process. The regulations provide that meetings may be held by telephone conference

or video-conference, provided that all participating Directors can follow the proceedings and participate in real time

discussion of the items on the agenda.

The Board of Directors can only adopt valid resolutions when the majority of the Directors in office shall be present

at the meeting or be represented thereat.

A Director may only be represented by another Director authorized in writing. A Director may not act as a proxy for

more than one other Director.

All resolutions shall be adopted by the favorable vote of the majority of the Directors present or represented at the

meeting, provided that the regulations may contain specific provisions in this respect. Each Director shall have one vote.

The Board of Directors shall be authorized to adopt resolutions without convening a meeting if all Directors shall

have expressed their opinions in writing, unless one or more Directors shall object in writing against the resolution being

adopted in this way prior to the adoption of the resolution.

Share Ownership

The number of shares directly and indirectly owned by members of the Board of Directors on February 13, 2023 is

set forth in the table below.


Name	Common Shares	% of Common Shares Outstanding	Special Voting Shares	% of Special Voting Shares Outstanding
Piero Ferrari	18,894,295	10.39%	18,892,160	29.83%
John Elkann	25,849	(*)	—	—
Benedetto Vigna	7,852	(*)	—	—
Delphine Arnault	2,803	(*)	—	—
Eddy Cue	2,692	(*)	—	—
John Galantic	100	(*)	—	—
Adam Keswick	2,643	(*)	—	—

______________________________

(*) Common shares held represent less than 1 percent of our common shares outstanding as of February 13, 2023.

No members of the Ferrari Leadership Team beneficially own 1 percent or more of the Company’s common shares

or special voting shares.

The Audit Committee

The Audit Committee is responsible, inter alia, for assisting and advising the Board of Directors, and acting under

authority delegated by the Board of Directors, with respect to: (i) the integrity of the Company’s financial statements, (ii) the

Company’s policy on tax planning, (iii) the Company’s financing, (iv) the Company’s application of information and

communication technology, (v) the systems of internal controls that management and the Board of Directors have established,

(vi) the Company’s compliance with legal and regulatory requirements, (vii) the Company’s compliance with

recommendations and observations of internal and independent auditors, (viii) the Company’s policies and procedures for

addressing certain actual or perceived conflicts of interest, (ix) the review and approval of related party transactions, (x) the

independent auditors’ qualifications, independence, remuneration and any non-audit services for the Company, (xi) the

functioning of the Company’s internal auditors and of the independent auditors, (xii) risk management guidelines and

policies, and (xiii) the implementation and effectiveness of the Company’s ethics and compliance program.

119

The Audit Committee currently consists of Mr. Duca (Chairperson), Ms. Bellettini and Mrs. Grieco, each of whom

is independent within the meaning of the Dutch Corporate Governance Code. Our Board of Directors has determined that Mr.

Sergio Duca is the “audit committee financial expert”.

The Audit Committee is elected by the Board of Directors and is comprised of at least three non-executive Directors.

Audit Committee members are also required (i) not to have any material relationship with the Company or to serve as

auditors or accountants for the Company, (ii) to be “independent”, for purposes of NYSE rules, Rule 10A-3 of the Exchange

Act and the Dutch Corporate Governance Code, and (iii) to be “financially literate” and have “accounting or selected

financial management expertise” (as determined by the Board of Directors). At least one member of the Audit Committee

shall be a “financial expert” as defined by the Sarbanes-Oxley Act and the rules of the U.S. Securities and Exchange

Commission and section 2(3) of the Dutch Decree on the Establishment of an audit committee. No Audit Committee member

may serve on more than four audit committees for other public companies, absent a waiver from the Board of Directors,

which must be disclosed in the Company’s annual report. Unless decided otherwise by the Audit Committee, the independent

auditors of the Company, the Chief Financial Officer and the Head of Internal Audit are required to attend its meetings, while

the Chief Executive Officer is free, but not required, to attend the meetings of the Audit Committee, unless the Audit

Committee determines otherwise, and shall attend the meetings of the Audit Committee if the Audit Committee so requires.

The Audit Committee shall meet with the independent auditor at least once per year outside the presence of the executive

Directors and management.

In 2022, the Audit Committee met six times and the average attendance rate was 94.44 percent. At these meetings

several matters were discussed, including the audit committee role and responsibilities, the Company’s financial control and

risk framework, risk assessment, internal control over financial reporting pursuant to the applicable rules, and a financial

overview of operating results. In particular, the Audit Committee reviewed the Ferrari’s periodic and yearly financial results

and, with the assistance of the Chief Financial Officer and other Company officers, focused on key accounting and reporting

matters as well as the main business drivers.

The Compensation Committee

The Compensation Committee is responsible for, among other things, assisting and advising the Board of Directors,

and acting under authority delegated by the Board of Directors ,with respect to: (i) determining executive compensation

consistent with the Company’s remuneration policy, (ii) reviewing and approving the remuneration structure for the executive

Directors, (iii) administering equity incentive plans and deferred compensation benefit plans, (iv) discussing with

management the Company’s policies and practices related to compensation and issuing recommendations thereon, and (v) to

prepare the compensation report.

The Compensation Committee currently consists of Mr. Galantic (Chairperson), Mr. Cue and Mr. Ferrari. The

Compensation Committee is elected by the Board of Directors and is comprised of at least three non-executive Directors, at

most one of whom may not be independent under Dutch Corporate Governance Code. Unless decided otherwise by the

Compensation Committee, the Head of Human Resources of the Company attends its meetings.

In 2022, the Compensation Committee met once with 100 percent attendance of its members at such meeting. The

Compensation Committee reviewed the compensation report. Further information on the activities of the Compensation

Committee are included in the compensation report.

The ESG Committee

The ESG Committee is responsible for, among other things, assisting and advising the Board of Directors, and

acting under authority delegated by the Board of Directors, with respect to: (i) drawing up the selection criteria and

appointment procedures for members of the Board of Directors; (ii) periodic assessment of the size and composition of the

Board of Directors and as appropriate making proposals for a composition profile of the Board of Directors; (iii) periodic

assessment of the performance of individual directors and reporting this to the Board of Directors; (iv) proposals to the non-

executive members of the Board of Directors for the nomination and re-nomination of directors to be elected by the

shareholders; (v) supervision of the policy on the selection and appointment criteria for senior management and on succession

planning; and (vi) monitoring, evaluation and reporting on the strategy, targets, achievements, disclosures and reports relating

to ESG matters globally of the Company and its subsidiaries.

120

The ESG Committee consists of Mr. Elkann (Chairperson), Mrs. Arnault and Mr. Cue. The ESG Committee is

elected by the Board of Directors and is comprised of at least three Directors. At least more than half of the members shall be

independent under the Dutch Corporate Governance Code, and at most one of the members may be an executive Director.

In 2022, the ESG Committee met once with 66.67 percent attendance of its members at such meeting. The

Committee reviewed the Board of Directors’ and Committee’s assessments, the Sustainability achievement and objectives,

and the recommendations for Directors’ election.

As described above, the charters of the Audit Committee, Compensation Committee and ESG Committee set forth

independence requirements for their members for purposes of the Dutch Corporate Governance Code. Audit Committee

members are also required to qualify as independent for purposes of NYSE rules and Rule 10A-3 of the Exchange Act.

Indemnification of Directors

Under Dutch law, indemnification provisions may be included in a company’s articles of association. Under the

Articles of Association, the Company is required to indemnify any and all of its Directors, officers, former Directors, former

officers and any person who may have served at its request as a director or officer of another company in which it owns

shares or of which it is a creditor, who were or are made a party or are threatened to be made a party to or are involved in, any

threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or

investigative (each a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such

a Proceeding, against any and all liabilities, damages, reasonable and documented expenses (including reasonably incurred

and substantiated attorneys’ fees), financial effects of judgments, fines, penalties (including excise and similar taxes and

punitive damages) and amounts paid in settlement in connection with such Proceeding by any of them. Such indemnification

shall not be deemed exclusive of any other rights to which those indemnified may be entitled otherwise. Notwithstanding the

above, no indemnification shall be made in respect of any claim, issue or matter as to which any of the abovementioned

indemnified persons shall be adjudged to be liable for gross negligence or willful misconduct in the performance of such

person’s duty to Ferrari. Ferrari has purchased directors’ and officers’ liability insurance for the members of the Board of

Directors and certain other officers, substantially in line with that purchased by similarly situated companies.

Conflict of Interest

A Director shall not participate in discussions and decision making of the Board of Directors with respect to a matter

in relation to which he or she has a direct or indirect personal interest that is in conflict with the interests of the Company and

the business associated with the Company (“Conflict of Interest”), which shall be determined outside the presence of the

Director concerned. All transactions, where there is a Conflict of Interest, must be concluded on terms that are customary in

the branch concerned and approved by the Board of Directors. In addition, the Board of Directors as a whole may, on an ad

hoc basis, resolve that there is such a strong appearance of a Conflict of Interest of an individual Director in relation to a

specific matter, that it is deemed in the best interest of a proper decision making process that such individual Director be

excused from participation in the decision making process with respect to such matter even though such Director may not

have an actual Conflict of Interest.

At least annually, each Director shall assess in good faith whether (i) he or she is independent under (A) best

practice provision 2.1.8 of the Dutch Corporate Governance Code, (B) the requirements of Rule 10A-3 under the Exchange

Act, and (C) Section 303A of the NYSE Listed Company Manual; and (ii) he or she would have a Conflict of Interest in

connection with any transactions between the Company and a significant shareholder or related party of the Company,

including affiliates of a significant shareholder (such conflict, a “Related-Party Conflict”), it being understood that currently

Exor N.V. (“Exor”) would be considered a significant shareholder.

The Directors shall inform the Board of Directors through the Senior Non-executive Director or the Secretary of the

Board of Directors as to all material information regarding any circumstances or relationships that may impact their

characterization as “independent,” or impact the assessment of their interests, including by responding promptly to the annual

D&O questionnaires circulated by or on behalf of the Secretary that are designed to elicit relevant information regarding

business and other relationships.

Based on each Director’s assessment described above, the Board of Directors shall make a determination at least

annually regarding such Director’s independence and such Director’s Related-Party Conflict. These annual determinations

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shall be conclusive, absent a change in circumstances from those disclosed to the Board of Directors, that necessitates a

change in such determination.

Mr. Elkann is Chief Executive Officer of Exor, our and Stellantis’s largest shareholder, and an executive director of

Stellantis. Stellantis, Exor and a number of companies in the Stellantis and Exor groups are related parties to Ferrari. See

“Risk Factors—We may have potential conflicts of interest with Stellantis and Exor and its related companies” and Note 28

“Related Party Transactions” to our Consolidated Financial Statements. Finally, Mr. Ferrari controls COXA S.p.A, from

which Ferrari purchases components for Formula 1 racing cars, and HPE S.r.l., which provides consultancy engineering

services to Ferrari, see Note 28 “Related Party Transactions” to our Consolidated Financial Statements.

Memorandum and Articles of Association

A copy of the articles of association of our predecessor company has been filed as Exhibit 3.1 to Ferrari N.V.’s

Registration Statement on Form F-1 filed on July 23, 2015.

Our articles of association are identical in all material respects to those of our predecessor company. A copy of our

articles of association may be obtained from the Dutch Trade Register of the Chamber of Commerce.

The following is a summary of material information relating to the Ferrari common shares, including summaries of

certain provisions of the Ferrari’s articles of association (the “Ferrari Articles of Association”), the terms and conditions in

respect of the Ferrari special voting shares (the “Terms and Conditions”) and the applicable Dutch law provisions in effect at

the date of this annual report. The summaries of the Ferrari Articles of Association and the Terms and Conditions as set forth

in this annual report are qualified in their entirety by reference to the full text of the Ferrari Articles of Association, and

Terms and Conditions.

The Ferrari Shares, Articles of Association and Terms and Conditions of the Special Voting Shares

Ferrari was incorporated as a public limited liability company (naamloze vennootschap) under the laws of the

Netherlands on September 4, 2015 under the name FE New N.V., in contemplation of the Merger, and was renamed Ferrari

N.V. effective as of January 3, 2016, upon effectiveness of the Merger. Its official seat (statutaire zetel) is in Amsterdam, the

Netherlands, and its corporate address and principal place of business is located at Via Abetone Inferiore n. 4, I-41053

Maranello (MO), Italy. Ferrari is registered with the Dutch Trade Register of the Chamber of Commerce under number

64060977. Its telephone number is +39-0536-949111. The Company’s object, set forth in Article 3.1 of the Articles of

Association, is to carry on, either directly or through wholly or partially-owned companies and entities, activities relating in

whole or in any part to passenger and commercial vehicles, transport, mechanical engineering, energy, engines, capital

machinery and equipment and related goods and propulsion, as well as any other manufacturing, commercial, financial or

service activity.

Since incorporation Ferrari has had, and it intends to continue to have, its place of effective management in Italy. It

will therefore be a tax resident of Italy under both Italian tax law and Article 4 of the Convention between the Kingdom of

the Netherlands and the Republic of Italy for the avoidance of a double taxation with respect to taxes on income and on

capital of 1980.

Share Capital

The authorized share capital of Ferrari is seven million five hundred thousand Euro (€7,500,000), divided into three

hundred seventy five million (375,000,000) Ferrari common shares, nominal value of one Euro cent (€0.01) per share and an

equal number of special voting shares, nominal value of one Euro cent (€0.01) per share.

On November 14, 2019, Ferrari announced the launch of a third tranche of the abovementioned share repurchase

program, for the repurchase of up to Euro 200 million common shares. Such third tranche commenced on November 15,

2019 and was terminated on March 30, 2020. As of the same date, Ferrari also announced its decision to temporarily suspend

its multi-year share repurchase program until further announcement. On March 11, 2021, Ferrari announced its intention to

restart its multi-year share repurchase program and launched a fourth tranche of up to Euro 150 million. Such fourth tranche

of repurchases was completed on September 30, 2021. On October 4, 2021, Ferrari launched a fifth tranche of the repurchase

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program of up to Euro 150 million, which was completed on March 2, 2022. On March 3, 2022 Ferrari announced a sixth

tranche of the repurchase program of up to Euro 120 million, which was completed on May 27, 2022.

On June 30, 2022, Ferrari announced a new multi-year share buyback program of approximately Euro 2 billion to be

executed by 2026 and replacing the previous share buyback program. The first tranche of the new repurchase program, of up

to Euro 150 million, was launched on July 1, 2022 and completed on November 30, 2022. The second tranche of the new

repurchase program, of up to Euro 200 million, was launched on December 2, 2022 and is expected to be completed no later

than June 26, 2023.

As of December 31, 2022, Ferrari’s common shares held in treasury amounted to 11,970,001. As of the same date,

the Company held in treasury 4.65 percent of its total issued share capital including the common shares and the special voting

shares. For additional information on the abovementioned share repurchase program, refer to “Other Information—Additional

Information—Purchases of Equity Securities by the Issuer and Affiliated Purchasers”.

On February 26, 2019 the Board of Directors approved the issuance of 6,855,396 special voting shares with a

nominal value of one Euro cent (€0.01) per share to be assigned to existing shareholders entitled to receive such special

voting shares under the terms of the loyalty voting program.

A delegation of authority to the Board of Directors to authorize the issuance of common shares without pre-emptive

rights enabled Ferrari to offer and sell newly issued common shares to investors free of pre-emptive rights for a period of five

years from January 2, 2016 up to and including January 1, 2021. Under Dutch law, such authorization may not exceed a

period of five years, but may be renewed by a resolution of the general meeting of shareholders for subsequent five-year

periods at any time. Pursuant to the resolution of the Annual General Meeting held on April 16, 2020, the authorization was

renewed for the period starting from January 2, 2021 up to and including October 15, 2021. Pursuant to the resolution of the

Annual General Meeting held on April 15, 2021, the authorization has been further renewed for the period starting from April

15, 2021 up to and including October 14, 2022. Pursuant to the resolution of the Annual General Meeting held on April 13,

2022, the authorization has been further renewed for the period starting from April 13, 2022 up to and including October 12,

2023.

Ferrari common shares are registered shares represented by an entry in the share register of Ferrari. The Board of

Directors may determine that, for the purpose of trading and transfer of shares on a foreign stock exchange, such share

certificates shall be issued in such form as shall comply with the requirements of such foreign stock exchange. A register of

shareholders is maintained by Ferrari in the Netherlands and a branch register is maintained in the United States on Ferrari’s

behalf by the Transfer Agent, which serves as branch registrar and transfer agent.

Beneficial interests in Ferrari common shares that are traded on the NYSE are held through the book-entry system

provided by The Depository Trust Company (“DTC”) and are registered in Ferrari’s register of shareholders in the name of

Cede & Co., as DTC’s nominee. Beneficial interests in the Ferrari common shares traded on the Euronext Milan are held

through Monte Titoli S.p.A., the Italian central clearing and settlement system, as a participant in DTC.

Pursuant to the resolution of the 2019 Annual General Meeting of Shareholders on August 29, 2019, the Company

cancelled all 3,902 special voting shares it previously held in treasury.

Directors

Set forth below is a summary description of the material provisions of the Ferrari Articles of Association, relating to

our Directors. The summary does not restate the Ferrari Articles of Association in their entirety.

Ferrari’s Directors serve on the Board of Directors for a term of approximately one year, such term ending on the

day that the first annual general meeting of the shareholders is held in the following calendar year. Ferrari’s shareholders

appoint the Directors of the Board of Directors at a general meeting. Each Director may be reappointed at any subsequent

general meeting of shareholders. The general meeting of shareholders determines whether a Director is an executive Director

or a non-executive Director.

The Board of Directors is a one tier board and consists of three or more members, comprising both members having

responsibility for the day-to-day management of Ferrari (executive Directors) and members not having such day-to-day

responsibility (non-executive Directors). The tasks of the executive and non-executive Directors in a one-tier board such as

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Ferrari’s Board of Directors may be allocated under or pursuant to the Ferrari Articles of Association, provided that the

general meeting has stipulated whether each such Director is appointed as executive or as non-executive Director and

furthermore provided that the task to supervise the performance by the Directors of their duties can only be performed by the

non-executive Directors. In addition, an executive Director may not be appointed chairman of the board or delegated the task

of establishing the remuneration of executive Directors or nominating Directors for appointment. Tasks that are not allocated

fall within the power of the Board of Directors as a whole. Regardless of an allocation of tasks, all Directors remain

collectively responsible for the proper management and strategy of Ferrari (including supervision thereof in case of non-

executive Directors). The Board of Directors may determine that one or more Directors can lawfully adopt board resolutions

concerning matters belonging to his or their duties.

Ferrari has a policy in respect of the remuneration of the members of the Board of Directors. With due observation

of the remuneration policy, the Board of Directors may determine the remuneration for the Directors in respect of the

performance of their duties. The Board of Directors must submit to the Annual General Meeting of Shareholders for its

approval plans to award shares or the right to subscribe for shares. The policy was amended as approved by the Annual

General Meeting of Shareholders held on April 16, 2020 to implement changes necessary pursuant to the implementation of

the EU Directive 2017/828 into Dutch law. The amended remuneration policy, as adopted by the 2020 Annual General

Meeting of Shareholders, builds upon the previous remuneration policy (as partially amended and as approved by the Annual

General Meeting of Shareholders held on April 14, 2017) and no material changes were made compared to the previous

remuneration policy. In addition the amended policy will provide for the Board of Directors to issue stock ownership

guidelines applicable to Directors and employees.

Ferrari shall not grant the Directors any personal loans or guarantees.

Loyalty Voting Program

In connection with the separation from Fiat Chrysler Automobiles N.V. (the “Separation”), Ferrari issued special

voting shares with a nominal value of one Euro cent (€0.01) per share, to FCA, Piero Ferrari and FCA shareholders holding

FCA special voting shares prior to the Separation including Exor, in addition to Ferrari common shares.

As of February 13, 2023, Exor held approximately 36.25 percent of the voting power in the Company, Trust Piero

Ferrari, a Jersey trust established by Piero Ferrari, held approximately 15.42 percent of the voting power in Ferrari and public

shareholders held approximately 48.33 percent of the voting power in the Company. The percentages of voting power above

are calculated based on the number of outstanding shares net of treasury shares. For more information on the Separation, see

“Overview—History of the Company”.

Subject to meeting certain conditions, our common shares can be registered in our loyalty register (the “Loyalty

holder of Qualifying Common Shares is entitled to receive without consideration one special voting share in respect of each

such Qualifying Common Share. Pursuant to the Terms and Conditions, and for so long as the Ferrari common shares remain

in the Loyalty Register, such Ferrari common shares shall not be sold, disposed of, transferred, except in very limited

circumstances (i.e., transfers to affiliates or to relatives through succession, donation or other transfers (defined in the Terms

and Conditions as “Loyalty Transferee”), but a shareholder may create or permit to exist any pledge, lien, fixed or floating

charge or other encumbrance over such Ferrari common shares, provided that the voting rights in respect of such Ferrari

common shares and any corresponding special voting shares remain with such shareholder at all times. Ferrari’s shareholders

who want to directly or indirectly sell, dispose of, trade or transfer such Ferrari common shares or otherwise grant any right

or interest therein, or create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over such

Ferrari common shares with a potential transfer of voting rights relating to such encumbrances will need to submit a de-

registration request as referred to in the Terms and Conditions, in order to transfer the relevant Ferrari common shares to the

regular trading system (the “Regular Trading System”) except that a Ferrari shareholder may transfer Ferrari common shares

included in the Loyalty Register to a Loyalty Transferee (as defined in the Terms and Conditions) of such Ferrari shareholder

without transferring such shares from the Loyalty Register to the Regular Trading System.

Ferrari’s shareholders who seek to qualify to receive special voting shares can also request to have their Ferrari

common shares registered in the Loyalty Register. Upon registration in the Loyalty Register such shares will be eligible to be

treated as Qualifying Common Shares, provided they meet the conditions more fully described under “—Terms and

Conditions of the Special Voting Shares” below.

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Notwithstanding the fact that Article 13 of the Ferrari Articles of Association permits the Board of Directors of

Ferrari to approve transfers of special voting shares, the special voting shares cannot be traded and are transferable only in

very limited circumstances (i.e., to a Loyalty Transferee described above, or to Ferrari for no consideration (om niet)).

Pursuant to Article 23 of the Ferrari Articles of Association, Ferrari shall maintain a special capital reserve to be

credited against the share premium exclusively for the purpose of facilitating any issuance or cancellation of special voting

shares. The special voting shares shall be issued and paid up against this special capital reserve.

The special voting shares have immaterial economic entitlements. Such economic entitlements are designed to

comply with Dutch law but are immaterial for investors. The special voting shares carry the same voting rights as Ferrari

common shares.

Section 10 of the Terms and Conditions include liquidated damages provisions intended to deter any attempt by

holders to circumvent the terms of the special voting shares. Such liquidated damages provisions may be enforced by Ferrari

by means of a legal action brought by Ferrari before competent courts of Amsterdam, the Netherlands. In particular, a

violation of the provisions of the Terms and Conditions concerning the transfer of special voting shares, Electing Common

Shares (common shares registered in the Loyalty Register for the purpose of becoming Qualifying Common Shares in

accordance with the Ferrari Articles of Association) and Qualifying Common Shares may lead to the imposition of liquidated

damages. Because we expect the restrictions on transfers of the special voting shares to be effective in practice we do not

expect the liquidated damages provisions to be used.

Pursuant to Section 12 of the Terms and Conditions, any amendment to the Terms and Conditions (other than

merely technical, non-material amendments and unless such amendment is required to ensure compliance with applicable law

or regulations or the listing rules of any securities exchange on which the Ferrari common shares are listed) may only be

made with the approval of the general meeting of shareholders of Ferrari.

At any time, a holder of Qualifying Common Shares or Electing Common Shares may request the de-registration of

such shares from the Loyalty Register to enable free trading thereof in the Regular Trading System. Upon the de-registration

from the Loyalty Register, such shares will cease to be Electing Common Shares or Qualifying Common Shares as the case

may be and will be freely tradable and voting rights attached to the corresponding special voting shares will be suspended

with immediate effect and such special voting shares shall be transferred to Ferrari for no consideration (om niet).

Terms and Conditions of the Special Voting Shares

The Terms and Conditions apply to the issuance, allocation, acquisition, holding, repurchase and transfer of special voting

shares in our share capital and to certain aspects of Electing Common Shares, Qualifying Common Shares and Ferrari

common shares, which are or will be registered in the Loyalty Register.

Application for Special Voting Shares

A Ferrari shareholder may at any time elect to participate in the loyalty voting program by requesting that Ferrari

register all or some of the number of Ferrari common shares held by such Ferrari shareholder in the Loyalty Register. Such

election shall be effective and registration in the Loyalty Register shall occur as of the end of the calendar month during

which the election is made. If such Ferrari common shares (i.e. Electing Common Shares) have been registered in the Loyalty

Register (and are thus blocked from trading in the Regular Trading System) for an uninterrupted period of three years in the

name of the same shareholder, the holder of such Ferrari common shares will be entitled to receive one Ferrari special voting

share for each such Ferrari common share that has been registered. If at any moment in time such Ferrari common shares are

de-registered from the Loyalty Register for whatever reason, the relevant shareholder loses its entitlement to hold a

corresponding number of Ferrari special voting shares.

Withdrawal of Special Voting Shares

As described above, a holder of Qualifying Common Shares or Electing Common Shares may request that some or

all of its Qualifying Common Shares or Electing Common Shares be de-registered from the Loyalty Register and if held

outside the Regular Trading System, transfer such shares back to the Regular Trading System, which will allow such

shareholder to freely trade its Ferrari common shares, as described below. From the moment of such request, the holder of

Qualifying Common Shares shall be considered to have waived his rights to cast any votes associated with the Ferrari special

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voting shares which were issued and allocated in respect of such Qualifying Common Shares. Any such request would

automatically trigger a mandatory transfer requirement pursuant to which the Ferrari special voting shares will be offered and

transferred to Ferrari for no consideration in accordance with the Ferrari Articles of Association and the Terms and

Conditions. Ferrari may continue to hold the special voting shares as treasury stock, but will not be entitled to vote any such

treasury stock. Alternatively, Ferrari may withdraw and cancel the special voting shares, as a result of which the nominal

value of such shares will be allocated to the special capital reserves of Ferrari. Consequently, the loyalty voting feature will

terminate as to the relevant Qualifying Common Shares being deregistered from the Loyalty Register. No shareholder

required to transfer special voting shares pursuant to the Terms and Conditions shall be entitled to any consideration for such

special voting shares and each shareholder expressly waives any rights in that respect as a condition to participation in the

loyalty voting program.

Change of Control

A shareholder who is a holder of Qualifying Common Shares or Electing Common Shares must promptly notify the

Agent and Ferrari upon the occurrence of a “change of control” as defined in the Ferrari Articles of Association, as described

below. The change of control will trigger the de-registration of the relevant Electing Common Shares or Qualifying Common

Shares or the relevant Ferrari common shares in the Loyalty Register. The voting rights attached to the special voting shares

issued and allocated in respect of the relevant Qualified Common Shares will be suspended upon a direct or indirect change

of control in respect of the relevant holder of such Qualifying Common Shares that are registered in the Loyalty Register.

For the purposes of this section a “change of control” shall mean, in respect of any Ferrari shareholder that is not an

individual (natuurlijk persoon), any direct or indirect transfer in one or a series of related transactions as a result of which

(i) a majority of the voting rights of such shareholder, (ii) the de facto ability to direct the casting of a majority of the votes

exercisable at general meetings of shareholders of such shareholder and/or (iii) the ability to appoint or remove a majority of

the Directors, executive Directors or board members or executive officers of such shareholder or to direct the casting of a

majority or more of the voting rights at meetings of the board of Directors, governing body or executive committee of such

shareholder has been transferred to a new owner, provided that no change of control shall be deemed to have occurred if

(a) the transfer of ownership and/or control is an intra-group transfer under the same parent company, (b) the transfer of

ownership and /or control is the result of the succession or the liquidation of assets between spouses or the inheritance, inter

vivos donation or other transfer to a spouse or a relative up to and including the fourth degree or (c) the fair market value of

the Qualifying Common Shares held by such shareholder represents less than twenty percent (20 percent) of the total assets

of the Transferred Group at the time of the transfer and the Qualifying Common Shares held by such shareholder, in the sole

judgment of the Company, are not otherwise material to the Transferred Group or the change of control transaction.

“Transferred Group” shall mean the relevant shareholder together with its affiliates, if any, over which control was

transferred as part of the same change of control transaction within the meaning of the definition of change of control.

Liability to Further Capital Calls

All of the outstanding Ferrari common shares and special voting shares are fully paid and non-assessable.

Additional Issuances and Rights of Preference

Issuance of Shares

The general meeting of shareholders of Ferrari (the “General Meeting”) has the authority to resolve on any issuance

of shares, unless such authority has been delegated to the Board of Directors of Ferrari. In such a resolution, the General

Meeting must determine the price and other terms of issuance. The Board of Directors of Ferrari may have the power to issue

shares if it has been authorized to do so by the General Meeting, or pursuant to the Ferrari Articles of Association. Under

Dutch law, such authorization may not exceed a period of five years, but may be renewed by a resolution of the General

Meeting for subsequent five-year periods at any time. The Board of Directors has been designated by the Ferrari Articles of

Association as the competent body to issue Ferrari common shares and special voting shares up to the maximum aggregate

amount of the Ferrari authorized share capital for an initial period of five years from January 2, 2016, which may be extended

by the General Meeting with additional consecutive periods of up to a maximum of five years each. Pursuant to the resolution

of the Annual General Meeting held on April 16, 2020, the authorization was renewed for the period starting from January 2,

2021 up to and including October 15, 2021. Pursuant to the resolution of the Annual General Meeting held on April 15, 2021,

the authorization has been further renewed for the period starting from April 15, 2021 up to and including October 14, 2022.

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Pursuant to the resolution of the Annual General Meeting held on April 13, 2022, the authorization has been further renewed

for the period starting from April 13, 2022 up to and including October 12, 2023.

Ferrari will not be required to obtain approval from a General Meeting to issue shares pursuant to the exercise of a

right to subscribe for shares that was previously granted pursuant to authority granted by the shareholders or pursuant to

delegated authority by the Board of Directors. The General Meeting shall, for as long as any such designation of the Board of

Directors of Ferrari for this purpose is in force, no longer has authority to decide on the issuance of shares.

Rights of Pre-emption

Under Dutch law and the Ferrari Articles of Association, each Ferrari shareholder has a right of pre-emption in

proportion to the aggregate nominal value of its shareholding upon the issuance of new Ferrari common shares (or the

granting of rights to subscribe for Ferrari common shares). Exceptions to this right of pre-emption include the issuance of

new Ferrari common shares (or the granting of rights to subscribe for common shares): (i) to employees of Ferrari or another

member of its group pursuant to a stock compensation plan of Ferrari, (ii) against payment in kind (contribution other than in

cash) and (iii) to persons exercising a previously granted right to subscribe for Ferrari common shares.

In the event of an issuance of special voting shares, shareholders shall not have any right of pre-emption.

The General Meeting may resolve to limit or exclude the rights of pre-emption upon an issuance of Ferrari common

shares, which resolution requires approval of at least two-thirds of the votes cast, if less than half of the issued share capital is

represented at the General Meeting. The Ferrari Articles of Association or the General Meeting may also designate the Board

of Directors to resolve to limit or exclude the rights of pre-emption in relation to the issuance of Ferrari common shares.

Pursuant to Dutch law, the designation by the General Meeting may be granted to the Board of Directors for a specified

period of time of not more than five years and only if the Board of Directors has also been designated or is simultaneously

designated the authority to resolve to issue Ferrari common shares. The Board of Directors is designated in the Ferrari

Articles of Association as the competent body to exclude or limit rights of pre-emption for an initial period of five years from

January 2, 2016, which may be extended by the General Meeting with additional periods up to a maximum of five years per

period. Pursuant to the resolutions of the Annual General Meeting held on April 16, 2020, the Board of Directors was

authorized to issue Ferrari common shares and to limit or exclude the rights of pre-emption in relation to the issuance of

Ferrari common shares for the period starting from January 2, 2021 up to and including October 15, 2021. Pursuant to the

resolutions of the Annual General Meeting held on April 15, 2021, the Board of Directors has been further authorized to issue

Ferrari common shares and to limit or exclude the rights of pre-emption in relation to the issuance of Ferrari common shares

for the period starting from April 15, 2021 up to and including October 14, 2022. Pursuant to the resolutions of the Annual

General Meeting held on April 13, 2022, the Board of Directors has been authorized to issue Ferrari common shares and to

limit or exclude the rights of pre-emption in relation to the issuance of Ferrari common shares for the period starting from

April 13, 2022 up to and including October 12, 2023.

Repurchase of Shares

Upon agreement with the relevant Ferrari shareholder, Ferrari may acquire its own shares at any time for no

consideration (om niet), or subject to certain provisions of Dutch law and the Ferrari Articles of Association for

consideration, if: (i) Ferrari’s shareholders’ equity less the payment required to make the acquisition does not fall below the

sum of called-up and paid-in share capital and any statutory reserves, (ii) Ferrari would thereafter not hold a pledge over

Ferrari common shares or together with subsidiaries hold Ferrari common shares with an aggregate nominal value exceeding

50 percent of the Ferrari’s issued share capital and (iii) the Board of Directors has been authorized to do so by the General

Meeting.

The acquisition of fully paid-up shares by Ferrari other than for no consideration (om niet) requires authorization by

the General Meeting. Such authorization may be granted for a period not exceeding 18 months and shall specify the number

of shares, the manner in which the shares may be acquired and the price range within which shares may be acquired. The

authorization is not required for the acquisition of shares from employees of Ferrari or another member of its Group, under a

scheme applicable to such employees and no authorization is required for repurchase of shares acquired in certain other

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limited circumstances in which the acquisition takes place by operation of law, such as pursuant to mergers or demergers.

Such shares must be officially listed on a price list of an exchange.

At a General Meeting the shareholders may resolve to designate the Board of Directors of Ferrari as the competent

body to resolve on Ferrari acquiring any Ferrari’s fully paid up Ferrari common shares other than for no consideration (om

niet) for a period of up to 18 months.

Ferrari may, jointly with its subsidiaries, hold Ferrari shares in its own capital exceeding one-tenth of its issued

capital for no more than three years after acquisition of such Ferrari shares for no consideration (om niet) or in certain other

limited circumstances in which the acquisition takes place by operation of law, such as pursuant to mergers or demergers.

Any Ferrari shares held by Ferrari in excess of the amount permitted shall transfer to all members of the Board of Directors

jointly at the end of the last day of such three year period. Each member of the Board of Directors shall be jointly and

severally liable to compensate Ferrari for the value of the Ferrari shares at such time, with interest at the statutory rate thereon

from such time. The term Ferrari shares in this paragraph shall include depositary receipts for shares and shares in respect of

which Ferrari holds a right of pledge.

No votes may be cast at a General Meeting on the Ferrari shares held by Ferrari or its subsidiaries. Also no voting

rights may be cast at a General Meeting in respect of Ferrari shares for which depositary receipts have been issued that are

owned by Ferrari. Nonetheless, the holders of a right of usufruct or pledge in respect of shares held by Ferrari and its

subsidiaries in Ferrari’s share capital are not excluded from the right to vote on such shares, if the right of usufruct or pledge

was granted prior to the time such shares were acquired by Ferrari or its subsidiaries. Neither Ferrari nor any of its

subsidiaries may cast votes in respect of a share on which it or its subsidiaries holds a right of usufruct or pledge.

Reduction of Share Capital

Shareholders at a General Meeting have the power to cancel shares acquired by Ferrari or to reduce the nominal

value of the shares. A resolution to reduce the share capital requires a majority of at least two-thirds of the votes cast at the

General Meeting, if less than one-half of the issued capital is present or represented at the meeting. If more than one-half of

the issued share capital is present or represented at the meeting, a simple majority of the votes cast at the General Meeting is

required. Any proposal for cancellation or reduction of nominal value is subject to general requirements of Dutch law with

respect to reduction of share capital.

Transfer of Shares

In accordance with the provisions of Dutch law, pursuant to Article 12 of the Ferrari Articles of Association, the

transfer or creation of Ferrari shares or a right in rem thereon requires a deed intended for that purpose and save when Ferrari

is a party to the transaction, written acknowledgment by Ferrari of the transfer.

The transfer of Ferrari common shares that have not been entered into a book-entry system will be effected in

accordance with Article 12 of the Ferrari Articles of Association.

Common shares that have been entered into the DTC book-entry system will be registered in the name of Cede &

Co., as nominee for DTC and transfers of beneficial ownership of shares held through DTC will be effected by electronic

transfer made by DTC participants. Article 12 of the Ferrari Articles of Association does not apply to the trading of such

Ferrari common shares on a regulated market or the equivalent thereof.

Transfers of shares held outside of DTC (including Monte Titoli S.p.A., as a participant in DTC) or another direct

registration system maintained by Computershare, Ferrari’s transfer agent in New York (“Transfer Agent”) and not

represented by certificates are effected by a stock transfer instrument and require the written acknowledgment by Ferrari.

Transfer of registered certificates is effected by presenting and surrendering the certificates to the Transfer Agent. A valid

transfer requires the registered certificates to be properly endorsed for transfer as provided for in the certificates and

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accompanied by proper instruments of transfer and stock transfer tax stamps for, or funds to pay, any applicable stock

transfer taxes.

Ferrari common shares are freely transferable. As described below, special voting shares are generally not

transferable.

At any time, a holder of Ferrari common shares that are registered in the Loyalty Register (i.e. Electing Common

Shares or Qualifying Common Shares) wishing to transfer such Ferrari common shares other than in limited specified

circumstances (i.e., transfers to affiliates or to relatives through succession, donation or other transfers) must first request a

de-registration of such shares from the Loyalty Register and if held outside the Regular Trading System, transfer such

common shares back into the Regular Trading System. After de-registration from the Loyalty Register, such Ferrari common

shares no longer qualify as Electing Common Shares or Qualifying Common Shares, as a result, the holder of such Ferrari

common shares is required to offer and transfer the special voting shares associated with such Ferrari common shares that

were previously Qualifying Common Shares to Ferrari for no consideration (om niet) as described in detail in “—Loyalty

Voting Program—Terms and Conditions of the Special Voting Shares—Withdrawal of Special Voting Shares.”

Annual Accounts and Independent Auditor

Ferrari’s financial year is the calendar year. Within four months after the end of each financial year, the Board of

Directors will prepare the annual accounts, which must be accompanied by an annual report and an auditors’ report and will

publish the accounts and annual report and will make those available for inspection at Ferrari’s corporate address. All

members of the Board of Directors are required to sign the annual accounts and in case the signature of any member is

missing, the reason for this must be stated. The annual accounts are to be adopted by the General Meeting at the annual

general meeting of shareholders, at which meeting the members of the Board of Directors will be discharged from liability for

performance of their duties with respect to any matter disclosed in the annual accounts for the relevant financial year insofar

this appears from the annual accounts. The annual accounts, the annual report and independent auditors’ report are made

available through Ferrari’s website to the shareholders for review as from the day of the notice convening the annual general

meeting of shareholders.

Payment of Dividends

Ferrari may make distributions to the shareholders and other persons entitled to the distributable profits only to the

extent that its shareholders’ equity exceeds the sum of the paid-up and called up portion of the share capital and the reserves

that must be maintained in accordance with Dutch law. No distribution of profits may be made to Ferrari itself for shares that

Ferrari holds in its own share capital.

Ferrari may only make a distribution of dividends to the shareholders after the adoption of its statutory annual

accounts demonstrating that such distribution is legally permitted. The Board of Directors may determine that other freely

distributable distributions shall be made, in whole or in part, from Ferrari’s share premium reserve or from any other reserve,

provided that payments from reserves may only be made to the shareholders that are entitled to the relevant reserve upon the

dissolution of Ferrari and provided further that the policy of Ferrari on additions to reserves and dividends is duly observed.

Holders of special voting shares will not receive any dividend in respect of the special voting shares. However

Ferrari maintains a separate dividend reserve for the special voting shares for the sole purpose of the allocation of the

mandatory minimal profits that accrue to the special voting shares. This allocation establishes a reserve for the amount that

would otherwise be paid. The special voting shares do not carry any entitlement to any other reserve. Any distribution out of

the special dividend reserve or the partial or full release of such reserve requires a prior proposal from the Board of Directors

and a subsequent resolution of the meeting of holders of special voting shares.

Insofar as the profits have not been distributed or allocated to the reserves, they may, by resolution of the General

Meeting, be distributed as dividends on the Ferrari common shares only. The General Meeting may resolve, on the proposal

of the Board of Directors, to declare and distribute dividends in U.S. Dollars. The Board of Directors may decide, subject to

the approval of the General Meeting and the Board of Directors having been designated as the body competent to pass a

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resolution for the issuance of shares, that a distribution shall, wholly or partially, be made in the form of shares, or that

shareholders shall be given the option to receive a distribution either in cash or in the form of shares.

The right to dividends and distributions will lapse if the dividends or distributions are not claimed within five years

following the day after the date on which they first became payable. Any dividends or other distributions made in violation of

the Ferrari Articles of Association or Dutch law will have to be repaid by the shareholders who knew or should have known,

of such violation.

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General Meetings and Voting Rights

Annual Meeting

An annual General Meeting must be held within six months from the end of Ferrari’s preceding financial year. The

purpose of the annual General Meeting is to discuss, among other things, the annual report, the adoption of the annual

accounts, allocation of profits (including the proposal to distribute dividends), release of members of the Board of Directors

from liability for their management and supervision, and other proposals brought up for discussion by the Board of Directors.

General Meeting and Place of Meetings

Other General Meetings will be held if requested by the Board of Directors, the chairman of the Board of Directors,

the chairperson or the chief executive officer, or by the written request (stating the exact subjects to be discussed) of one or

more shareholders representing in aggregate at least 10 percent of the issued share capital of the company (taking into

account the relevant provisions of Dutch law, and the Ferrari Articles of Association and the applicable stock exchange

regulations). General Meetings will be held in Amsterdam or Haarlemmermeer (Schiphol Airport), the Netherlands.

Convocation Notice and Agenda

General Meetings can be convened by a notice, specifying the subjects to be discussed, the place and the time of the

meeting and admission and participation procedure, issued at least 15 days before the meeting or 42 days if shares of Ferrari

or depositary receipts issued with cooperation of Ferrari have been admitted to trading on the Euronext Milan or another

regulated market as referred to in Article 1:1 of the Dutch Financial Supervision Act. All convocations, announcements,

notifications and communications to shareholders and other persons entitled to attend the General Meeting must be made on

the company’s corporate website in accordance with the relevant provisions of Dutch law. The agenda for a General Meeting

may contain the items requested by one or more shareholders representing at least three percent of the issued share capital of

the company. Requests must be made in writing, including the reasons for adding the relevant item on the agenda, and

received by the Board of Directors at least 60 days before the day of the meeting. The agenda of the annual general meeting

of shareholders shall contain, inter alia, the following items:

a.adoption of the annual report;

b.the remuneration report;

c.at least every four years after adoption of the remuneration policy, the remuneration policy;

d.the policy of the Company on additions to reserves and on dividends, if any;

e.granting of discharge to the Directors in respect of the performance of their duties in the relevant financial year;

f.the appointment of Directors;

g.if applicable, the proposal to pay a dividend;

h.if applicable, discussion of any substantial change in the corporate governance structure of the Company; and

i.any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with due

observance of applicable Dutch law.

The Board of Directors shall provide the general meeting of shareholders with all requested information, unless this

would be contrary to an overriding interest of the Company. If the Board of Directors invokes an overriding interest, it must

give reasons.

Admission and Registration

Each shareholder entitled to vote, and each person holding a usufruct or pledge to whom the right to vote on the

Ferrari common shares accrues, shall be authorized to attend the General Meeting, to address the General Meeting and to

exercise its voting rights. The registration date of each General Meeting is the twenty-eighth day prior to the date of the

General Meeting so as to establish which shareholders are entitled to attend and vote at the General Meeting. Only holders of

shares and other persons entitled to vote or attend the General Meeting, at such registration date are entitled to attend and vote

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at the General Meeting. The convocation notice for the meeting shall state the registration date and the manner in which the

persons entitled to attend the General Meeting may register and exercise their rights.

Those entitled to attend a General Meeting may be represented at a General Meeting by a proxy authorized in

writing. The requirement that a proxy must be in written form is also fulfilled when it is recorded electronically.

Members of the Board of Directors have the right to attend a General Meeting. In these General Meetings they have

an advisory role.

Voting Rights

Ferrari applies the one-share-one-vote principle, meaning that each Ferrari common share and each special voting

share confers the right on the holder to cast one vote at a General Meeting. Resolutions are passed by a simple majority of the

votes cast, unless Dutch law or the Ferrari Articles of Association prescribes a larger majority. Blank votes shall not be

counted as votes cast. Shares in respect of which Dutch law determines that no votes may be cast shall be disregarded for the

purposes of determining the proportion of shareholders voting, present or represented or the proportion of the share capital

present or represented. Under Dutch law and/or the Ferrari Articles of Association, the following matters require at least two-

thirds of the votes cast at a meeting if less than half of the issued share capital is present or represented:

•a resolution to reduce the issued share capital;

•a resolution to amend the Ferrari Articles of Association;

•a resolution to restrict or exclude rights of pre-emption;

•a resolution to authorize the Board of Directors to restrict or exclude shareholder rights of pre-emption;

•a resolution to enter into a legal merger or a legal demerger; or

•a resolution to dissolve Ferrari.

Under Dutch law, a resolution to adopt the remuneration policy requires three-fourths of the votes validly cast,

unless the Ferrari Articles of Association include a lower threshold which could be inserted in the Ferrari Articles of

Association through a resolution of the General Meeting pursuant to a prior proposal of the Board of Directors. Such a

resolution to amend the Ferrari Articles of Association must be approved by a vote of a majority of at least two-thirds of the

votes cast if less than one-half of the issued share capital is present or represented at such General Meeting and a simple

majority vote if one-half or more than one-half of the issued share capital is present or represented at such General Meeting.

All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that voting

by raising hands or in another manner shall be permitted.

Voting by acclamation shall be permitted if none of the shareholders present or represented objects.

No voting rights shall be exercised in the general meeting of shareholders for shares owned by the Company or by a

subsidiary of the Company. Pledgees and usufructuaries of shares owned by the Company and its subsidiaries shall however

not be excluded from exercising their voting rights, if the right of pledge or usufruct was created before the shares were

owned by the Company or a subsidiary. Neither the Company nor any of its subsidiaries may exercise voting rights for shares

in respect of which it holds a right of pledge or usufruct.

Without prejudice to the Articles of Association, the Company shall determine for each resolution passed:

•the number of shares on which valid votes have been cast;

•the percentage that the number of shares as referred to under a. represents in the issued share capital;

•the aggregate number of votes validly cast; and

•the aggregate number of votes cast in favor of and against a resolution, as well as the number of abstentions.

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Limitations on rights of non-resident or foreign shareholders

There are no limitations imposed by Dutch law or by the Ferrari Articles of Association on the rights of non-resident

or foreign shareholders to hold or vote Ferrari common shares.

Shareholders’ Votes on Certain Transactions

Any important change in the identity or character of Ferrari must be approved by the General Meeting, including

(i) the termination transfer to a third party of the business of Ferrari or practically the entire business of Ferrari; (ii) the entry

into or breaking off of any long-term cooperation of Ferrari or a subsidiary with another legal entity or company or as a fully

liable partner of a general partnership or limited partnership, where such entry into or breaking off is of far-reaching

importance to Ferrari; and (iii) the acquisition or disposal by Ferrari or a subsidiary of an interest in the capital of a company

with a value of at least one-third of Ferrari’s assets according to the consolidated statement of financial position with

explanatory notes included in the last adopted annual accounts of Ferrari.

Amendments to the Ferrari Articles of Association, including Variation of Rights

A resolution of the General Meeting to amend the Ferrari Articles of Association or to wind up Ferrari may be

approved only if proposed by the Board of Directors and must be approved by a vote of a majority of at least two-thirds of the

votes cast if less than one-half of the issued share capital is present or represented at such General Meeting.

The rights of shareholders may be changed only by amending the Ferrari Articles of Association in compliance with

Dutch law.

Dissolution and Liquidation

The General Meeting may resolve to dissolve Ferrari, upon a proposal of the Board of Directors thereto. A majority

of at least two-thirds of the votes cast shall be required if less than one-half of the issued capital is present or represented at

the meeting. In the event of dissolution, Ferrari will be liquidated in accordance with Dutch law and the Ferrari Articles of

Association and the liquidation shall be arranged by the members of the Board of Directors, unless the General Meeting

appoints other liquidators. During liquidation, the provisions of the Ferrari Articles of Association will remain in force as

long as possible.

If Ferrari is dissolved and liquidated, whatever remains of Ferrari’s equity after all its debts have been discharged

shall first be applied to distribute the aggregate balance of share premium reserves and other reserves (other than the special

dividend reserve), to holders of Ferrari common shares in proportion to the aggregate nominal value of the Ferrari common

shares held by each holder; secondly, from any balance remaining, an amount equal to the aggregate amount of the nominal

value of the Ferrari common shares will be distributed to the holders of Ferrari common shares in proportion to the aggregate

nominal value of Ferrari common shares held by each of them; thirdly, from any balance remaining, an amount equal to the

aggregate amount of the special voting shares dividend reserve will be distributed to the holders of special voting shares in

proportion to the aggregate nominal value of the special voting shares held by each of them; fourthly, from any balance

remaining, the aggregate amount of the nominal value of the special voting shares will be distributed to the holders of special

voting shares in proportion to the aggregate nominal value of the special voting shares held by each of them; and, lastly, any

balance remaining will be distributed to the holders of Ferrari common shares in proportion to the aggregate nominal value of

Ferrari common shares held by each of them.

Liability of Directors

Under Dutch law, the management of a company is a joint undertaking and each member of the Board of Directors

can be held jointly and severally liable to Ferrari for damages in the event of improper or negligent performance of their

duties. Further, members of the Board of Directors can be held liable to third parties based on tort, pursuant to certain

provisions of the Dutch Civil Code. All Directors are jointly and severally liable for failure of one or more co-Directors. An

individual Director is only exempted from liability if he proves that he cannot be held seriously culpable for the

mismanagement and that he has not been negligent in seeking to prevent the consequences of the mismanagement. In this

regard a Director may, however, refer to the allocation of tasks between the Directors. In certain circumstances, Directors

may incur additional specific civil and criminal liabilities.

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Indemnification of Directors and Officers

Under Dutch law, indemnification provisions may be included in a company’s articles of association. Under the

Ferrari Articles of Association, Ferrari is required to indemnify its Directors, officers, former Directors, former officers and

any person who may have served at Ferrari’s request as a Director or officer of another company in which Ferrari owns

shares or of which Ferrari is a creditor who were or are made a party or are threatened to be made a party or are involved in,

any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or

investigative (each a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such

a Proceeding, against any and all liabilities, damages, reasonable and documented expenses (including reasonably incurred

and substantiated attorney’s fees), financial effects of judgments, fines, penalties (including excise and similar taxes and

punitive damages) and amounts paid in settlement in connection with such Proceeding by any of them. Notwithstanding the

above, no indemnification shall be made in respect of any claim, issue or matter as to which any of the abovementioned

indemnified persons shall be adjudged to be liable for gross negligence or willful misconduct in the performance of such

person’s duty to Ferrari. This indemnification by Ferrari is not exclusive of any other rights to which those indemnified may

be entitled otherwise. Ferrari has purchased directors’ and officers’ liability insurance for the members of the Board of

Directors and certain other officers, substantially in line with that purchased by similarly situated companies.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code contains principles and best practice provisions that regulate relations

between the board and the shareholders (including the General Meeting). The Dutch Corporate Governance Code is divided

into five chapters which address the following topics: (i) long-term value creation; (ii) effective management and supervision;

(iii) remuneration; (iv) the general meeting; and (v) one-tier governance structure.

Dutch companies whose shares are listed on a government-recognized stock exchange, such as the NYSE, are

required under Dutch law to disclose in their annual reports whether or not they apply the provisions of the Dutch Corporate

Governance Code and, in the event that they do not apply a certain provision, to explain the reasons why they have chosen to

deviate.

Ferrari acknowledges the importance of good corporate governance and supports the best practice provisions of the

Dutch Corporate Governance Code. Therefore, Ferrari intends to comply with the relevant best practice provisions of the

Dutch Corporate Governance Code except as may be noted from time to time in Ferrari’s annual reports.

The Dutch Corporate Governance Code has been revised in December 2016 and the revised Dutch Corporate

Governance Code entered into force on January 1, 2018, being applicable retroactively as from the financial year 2017.

Consequently, Ferrari has reported in 2018 regarding its application of the revised Dutch Corporate Governance Code with

respect to the financial year 2017. On December 20, 2022, the Corporate Governance Code Monitoring Committee published

an update to the 2016 Dutch Corporate Governance Code. The updated Code will enter into force as for the financial year

beginning on or after January 1, 2023, and compliance with the updated Dutch Corporate Governance Code will need to be

accounted for in the management report for the financial year 2023.

Disclosure of Holdings under Dutch Law

Home member state for purposes of the EU Transparency Directive

The Netherlands is Ferrari’s home member state for the purposes of the EU Transparency Directive (Directive

2004/109/EC, as amended). As of the listing of the Ferrari common shares on Euronext Milan, we are subject to financial and

other reporting obligations under the Dutch act on Financial Supervision (“AFS”) and the Dutch Financial Reporting

Supervision Act (Wet toezicht financiële verslaggeving), which both implement the EU Transparency Directive in the

Netherlands.

Disclosure of information

Ferrari is required to publish its annual report (consisting of the audited annual accounts, the annual report and the

responsibility statement) within four months after the end of each financial year and its half-yearly figures within three

months after the end of the first six months of each financial year.

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Shareholder disclosure and reporting obligations

As a result of the listing of the Ferrari common shares on the Euronext Milan, chapter 5.3 of the AFS applies,

pursuant to which any person who, directly or indirectly, acquires or disposes of an actual or potential capital interest and/or

actual or potential voting rights in Ferrari must promptly give written notice to the Netherlands Authority for the Financial

Markets (stichting Autoriteit Financiële Markten, the “AFM”) of such acquisition or disposal by means of a standard form if,

as a result of such acquisition or disposal, the percentage of capital interest and/or voting rights held by such person reaches,

exceeds or falls below the following thresholds: 3 percent, 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, 30

percent, 40 percent, 50 percent, 60 percent, 75 percent and 95 percent.

For the purpose of calculating the percentage of capital interest or voting rights, the following interests must, inter

alia, be taken into account: (i) shares and/or voting rights directly held (or acquired or disposed of) by any person, (ii) shares

and/or voting rights held (or, acquired or disposed of) by such person’s controlled entities or by a third party for such

person’s account, (iii) voting rights held (or acquired or disposed of) by a third party with whom such person has concluded

an oral or written voting agreement, (iv) voting rights acquired pursuant to an agreement providing for a temporary transfer of

voting rights in consideration for a payment, and (v) shares which such person, or any controlled entity or third party referred

to above, may acquire pursuant to any option or other right to acquire shares.

As a consequence of the above, special voting shares must be added to Ferrari common shares for the purposes of

the above thresholds.

Controlled entities (within the meaning of the AFS) do not themselves have notification obligations under the AFS

as their direct and indirect interests are attributed to their (ultimate) parent. If a person who has a three percent or larger

interest in Ferrari’s share capital or voting rights ceases to be a controlled entity it must immediately notify the AFM and all

notification obligations under the AFS will become applicable to such former controlled entity.

Special rules apply to the attribution of shares and/or voting rights which are part of the property of a partnership or

other form of joint ownership. A holder of a pledge or right of usufruct in respect of shares can also be subject to notification

obligations, if such person has, or can acquire, the right to vote on the shares. The acquisition of (conditional) voting rights by

a pledgee or beneficial owner may also trigger notification obligations as if the pledgee or beneficial owner were the legal

holder of the shares and/or voting rights.

Furthermore, when calculating the percentage of capital interest, a person is also considered to be in possession of

shares if (i) such person holds a financial instrument the value of which is (in part) determined by the value of the shares or

any distributions associated therewith and which does not entitle such person to acquire any shares, (ii) such person may be

obliged to purchase shares on the basis of an option, or (iii) such person has concluded another contract whereby such person

acquires an economic interest comparable to that of holding a share.

If a person’s capital interest and/or voting rights reaches, exceeds or falls below the abovementioned thresholds as a

result of a change in Ferrari’s issued and outstanding share capital or voting rights, such person is required to make a

notification not later than on the fourth trading day after the AFM has published Ferrari’s notification as described below.

Following the implementation of Directive 2013/50/EU into the AFS, every holder of three percent more of the

issued and outstanding share capital or voting rights whose interest has changed compared to his most recent notification, and

which holder knows or should know that pursuant to this change his interest reaches or crosses a threshold as a result of

certain acts (as described above and including the exchange of a financial instrument or a contract (pursuant to which the

holder is deemed to have issued and outstanding shares or voting rights at his disposal)), must notify the AFM of this change.

Ferrari is required to notify the AFM promptly of any change of one percent or more in its issued and outstanding

share capital or voting rights since a previous notification. Other changes in Ferrari’s issued and outstanding share capital or

voting rights must be notified to the AFM within eight days after the end of the quarter in which the change occurred.

In addition to the above described notification obligations pertaining to capital interest or voting rights, pursuant to

Regulation (EU) No 236/2012, as amended, notification must be made of any net short position of 0.2% in the issued share

capital of Ferrari, and of every subsequent 0.1% above this threshold. Notifications starting at 0.5% and every subsequent

0.1% above this threshold will be made public via the short selling register of the AFM. Furthermore, gross short positions

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shall be notified in the event that a threshold is reached, exceeded or fallen below. With regard to gross short positions, the

same disclosure thresholds as for holders of capital interests and/or voting rights apply.

Furthermore, each member of the Board of Directors must notify the AFM:

•within two weeks after his/her appointment of the number of shares he/she holds and the number of votes

he/she is entitled to cast in respect of Ferrari’s issued and outstanding share capital, and

•subsequently of each change in the number of shares he/she holds and of each change in the number of

votes he/she is entitled to cast in respect of Ferrari’s issued and outstanding share capital, immediately after

the relevant change.

The AFM keeps a public register of all notifications made pursuant to these disclosure obligations and publishes any

notification received which can be accessed via www.afm.nl. The notifications referred to in this paragraph should be made

in writing by means of a standard form or electronically through the notification system of the AFM.

Non-compliance with these disclosure obligations is an economic offense and may lead to criminal prosecution. The

AFM may impose administrative penalties for non-compliance, and the publication thereof. In addition, a civil court can

impose measures against any person who fails to notify or incorrectly notifies the AFM of matters required to be notified. A

claim requiring that such measures be imposed may be instituted by Ferrari and/or by one or more shareholders who alone or

together with others represent at least three percent of the issued and outstanding share capital of Ferrari or are able to

exercise at least three percent of the voting rights. The measures that the civil court may impose include:

•an order requiring appropriate disclosure;

•suspension of the right to exercise the voting rights for a period of up to three years as determined by the

court;

•voiding a resolution adopted by the General Meeting, if the court determines that the resolution would not

have been adopted but for the exercise of the voting rights of the person with a duty to disclose, or

suspension of a resolution adopted by the general meeting of shareholders until the court makes a decision

about such voiding; and

•an order to refrain, during a period of up to five years as determined by the court, from acquiring shares

and/or voting rights in Ferrari. Shareholders are advised to consult with their own legal advisers to

determine whether the disclosure obligations apply to them.

Shareholders are advised to consult with their own legal advisers to determine whether the disclosure obligations

apply to them.

Mandatory Bid Requirement

Under Dutch law any person, acting alone or in concert with others, who, directly or indirectly, acquires 30 percent

or more of Ferrari’s voting rights will be obliged to launch a public offer for all outstanding shares in Ferrari’s share capital.

An exception is made for shareholders who, whether alone or acting in concert with others, had an interest of at least 30

percent of Ferrari’s voting rights before the shares were first listed on the Euronext Milan (formerly Mercato Telematico

Azionario or “MTA”), and who still maintained such an interest after such first listing. Immediately after the first listing of

Ferrari common shares on MTA, now Euronext Milan, Exor held more than 30 percent of Ferrari’s voting rights. Therefore

Exor’s interest in Ferrari was grandfathered and the exception that applies to it will continue to apply to it for as long as its

holding of shares represents over 30 percent of Ferrari’s voting rights.

Dutch Financial Reporting Supervision Act

On the basis of the Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving), or the FRSA,

the AFM supervises the application of financial reporting standards by, amongst others, companies whose official seat is in

the Netherlands and whose securities are listed on a regulated market within the EU or in a non-EU country on a system

similar to a regulated market.

Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from Ferrari regarding its

application of the applicable financial reporting standards and (ii) recommend to us the making available of further

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explanations. If we do not comply with such a request or recommendation, the AFM may request that the Enterprise Chamber

order us to (i) make available further explanations as recommended by the AFM, (ii) provide an explanation of the way we

have applied the applicable financial reporting standards to our financial reports or (iii) prepare our financial reports in

accordance with the Enterprise Chamber’s instructions.

Compulsory Acquisition

Pursuant to article 2:92a of the Dutch Civil Code (“DCC”), a shareholder who, for its own account, holds at least 95

percent of the issued share capital of Ferrari may institute proceedings against the other shareholders jointly for the transfer of

their shares to it. The proceedings are held before the Dutch Enterprise Chamber and can be instituted by means of a writ of

summons served upon each of the minority shareholders in accordance with the provisions of the Dutch Code of Civil

Procedure. The Enterprise Chamber may grant the claim for the squeeze-out in relation to all minority shareholders and will

determine the price to be paid for the shares, if necessary after appointment of one or three expert(s) who will offer an

opinion to the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the order to

transfer becomes final before the Enterprise Chamber, the person acquiring the shares must give written notice of the date and

place of payment and the price to the holders of the shares to be acquired whose addresses are known to it. Unless the

addresses of all of them are known to it, it must also publish the same in a Dutch daily newspaper with a national circulation.

A shareholder can only appeal against the judgment of the Enterprise Chamber before the Dutch Supreme Court.

In addition, pursuant to article 2:359c of the DCC, an offeror under a public offer is also entitled to start a squeeze

out procedure, within three months after the public offer, if following the public offer it holds at least 95% of the issued share

capital of Ferrari representing at least 95% of the total voting rights. In the event of a mandatory offer, the mandatory offer

price is in principle deemed to be a reasonable price, which has to be accepted by minority shareholders. In the event of a

voluntary public offer, the offer price is considered reasonable if at least 90% of the shares have been acquired under the

public offer.

Pursuant to article 2:359d of the DCC, if the offeror has acquired at least 95% of the issued share capital of Ferrari

representing at least 95% of the total voting rights, each remaining minority shareholder is entitled to demand a squeeze out.

This procedure must be initiated with the Enterprise Chamber within three months after the end of the period for tendering

Shares in the public offer. With regard to the price per share to be paid by the majority Shareholder, the same procedure as

for squeeze out proceedings initiated by the offeror, as set out in the previous paragraph, applies.

Disclosure of Trades in Listed Securities

Disclosure under Dutch Law

Pursuant to the AFS and the Market Abuse Regulation (EU) No 596/2014 (the “Market Abuse Regulation”), each of

the members of the Board of Directors and any other person discharging managerial responsibilities within Ferrari and who in

that capacity is authorized to make decisions affecting the future developments and business prospects of Ferrari and who has

regular access to inside information relating, directly or indirectly, to Ferrari (each, an “Insider”) must notify the AFM of all

transactions, conducted or carried out for his/her own account, relating to Ferrari common shares, special voting shares or

financial instruments, the value of which is (in part) determined by the value of Ferrari common shares or special voting

shares.

In addition, persons who are closely associated with members of the Board of Directors or any of the other Insiders

must notify the AFM of all transactions conducted for their own account relating to Ferrari’s shares or financial instruments,

the value of which is (in part) determined by the value of Ferrari’s shares. The Market Abuse Regulation designates the

following categories of persons: (i) the spouse or any partner considered by applicable law as equivalent to the spouse,

(ii) dependent children, (iii) other relatives who have shared the same household for at least one year at the relevant

transaction date, and (iv) any legal person, trust or partnership, among other things, whose managerial responsibilities are

discharged by a member of the Board of Directors or any other Insider or by a person referred to under (i), (ii) or (iii) above.

The AFM must be forthwith notified of transactions effected in either Ferrari’s shares or financial instruments, the

value of which is (in part) determined by the value of Ferrari’s shares, following the transaction date by means of a standard

form. Notifications under the Market Abuse Regulation may however be postponed until the date that the value of the

transactions carried out on a person’s own account, together with the transactions carried out by the persons associated with

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that person, reaches or exceeds the amount of €5,000 in the calendar year in question. The AFM keeps a public register of all

notifications made pursuant to the AFS and the Market Abuse Regulation.

Ferrari is required to make inside information public. Inside information is precise information directly or indirectly

relating to the issuer or the trade in its securities which has not yet been made public and publication of which could

significantly affect the trading price of the securities. Ferrari must also provide the CONSOB with this inside information at

the time of publication. Furthermore, Ferrari must without delay publish the inside information on its website and keep it

available on Ferrari’s website for at least five years.

It is prohibited for any person to make use of inside information by conducting, effecting or attempting to conduct or

effect a transaction in relevant financial instruments. In addition, it is prohibited for any person to pass on inside information

relating to Ferrari or the trade in its securities to a third party or to recommend or induce, on the basis of inside information,

any person to conduct a transaction in securities of Ferrari. Furthermore, it is prohibited for any person to manipulate or

attempt to manipulate the market, for instance by conducting transactions which could lead to an incorrect or misleading

signal of the supply of, the demand for or the price of the securities. The provisions of the Market Abuse Regulation

concerning insider trading and manipulation of the market are self-executing and immediately applicable Italian law.

Moreover, on October 2016 CONSOB started a process for the review (in light of the Market Abuse Regulation) of certain

regulatory provisions contained in the Issuers’ Regulation no. 11971/1999.

Non-compliance with these reporting obligations could lead to criminal penalties, administrative fines and cease-

and-desist orders (and the publication thereof), imprisonment or other sanctions.

Shareholder Disclosure and Reporting Obligations under U.S. Law

Holders of Ferrari shares are subject to certain U.S. reporting requirements under the Securities Exchange Act of

1934 (the “Exchange Act”) for shareholders owning more than 5 percent of any class of equity securities registered pursuant

to Section 12 of the Exchange Act. Among the reporting requirements are disclosure obligations intended to inform the

market of significant accumulations of shares that may lead to a change of control of an issuer.

If Ferrari were to fail to qualify as a foreign private issuer in the future, Section 16(a) of the Exchange Act would

require Ferrari’s Directors and executive officers, and persons who own more than ten percent of a registered class of

Ferrari’s equity securities, to file reports of ownership of, and transactions in, Ferrari’s equity securities with the SEC. Such

Directors, executive officers and ten percent stockholders would also be required to furnish Ferrari with copies of all

Section 16 reports they file.

Disclosure Requirements under Italian law

Summarized below are the most significant requirements to be complied with by Ferrari in connection with the

admission to listing of Ferrari common shares on the Euronext Milan. The breach of the obligations described below may

result in the application of fines and criminal penalties (including, for instance, those provided for insider trading and market

manipulation). Further requirements may be imposed by CONSOB and/or Borsa Italiana as a result of the listing of Ferrari

common shares on the Euronext Milan.

In particular, the following main disclosure obligations provided for by the Legislative Decree no. 58/1998, or the

Italian Financial Act, effective as of the date of this document shall apply to Ferrari, article 92 (equal treatment principle),

article 114 (information to be provided to the public), article 114-bis (information to be provided to the market concerning the

allocation of financial instruments to corporate officers, employees and collaborators), article 115 (information to be

disclosed to CONSOB) and article 180 and the following (relating to insider trading and market manipulation). In addition to

the above, the applicable provisions set forth under the market rules (including those relating to the timing for the payment of

dividends) shall apply to Ferrari.

Disclosure of Inside Information

Pursuant to the Market Abuse Regulation, Ferrari shall disclose to the public, without delay, any inside information

which: (i) is of a precise nature, (ii) has not been made public, (iii) relates, directly or indirectly, to Ferrari or Ferrari’s

common shares, and (iv) if it were made public, would be likely to have a significant effect on the prices of Ferrari’s common

shares or on the price of related derivative financial instruments (the “Inside Information”).

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In this regard, Inside Information shall be deemed to be of a precise nature if: (a) it indicates a set of circumstances

which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may

reasonably be expected to occur and (b) it is specific enough to enable a conclusion to be drawn as to the possible effect of

that set of circumstances or events on the prices of the financial instruments (i.e., Ferrari’s common shares) or the related

derivative financial instruments.

The above disclosure requirement shall be complied with through the publication of a press release by Ferrari, in

accordance with the modalities set forth under the Market Abuse Regulation, Dutch and Italian law, disclosing to the public

the relevant Inside Information. The provisions of the MAR concerning the disclosure of inside information are self-

executing and immediately applicable under Italian law.

Under specific circumstances, CONSOB may at any time request: (a) Ferrari to disclose to the public specific

information or documentation where deemed appropriate or necessary or alternatively (b) to be provided with specific

information or documentation. For this purpose, CONSOB has wide powers to, among other things, carry out inspections or

request information to the members of the managing board, the members of the supervisory board or to the external auditor.

Ferrari shall publish and transmit to CONSOB any information disseminated in any non-EU-countries where

Ferrari’s common shares are listed (i.e., the United States), if this information is significant for the purposes of the evaluation

of Ferrari’s common shares listed on the Euronext Milan.

Insiders’ Register

Pursuant to the Market Abuse Regulation, Ferrari and its subsidiaries, as well as persons acting on their behalf or for

their account, shall draw up, and keep promptly updated, a list of persons who, in the exercise of their employment,

profession or duties, have access to Inside Information. Ferrari shall provide such list to the competent authority at its request.

Public Tender Offers

Certain rules provided for under Italian law with respect to both voluntary and mandatory public tender offers shall

apply to any offer launched for Ferrari’s common shares. In particular, among other things, the provisions concerning the

tender offer price, the content of the offer document and the disclosure of the tender offer will be subject to the supervision

by CONSOB and Italian law.

Election and Removal of Directors

The Ferrari Articles of Association provide that the Board of Directors shall be composed of three or more members.

Directors are appointed by a simple majority of the votes validly cast at a General Meeting. The General Meeting

may at any time suspend or dismiss any Director.

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Disclosures pursuant to Decree Article 10 EU-Directive on Takeovers

In accordance with the Dutch Besluit artikel 10 overnamerichtlijn (the “Decree”), the Company makes the following

disclosures:

a.For information on the capital structure of the Company, the composition of the issued share capital and the

existence of the two classes of shares, please refer to Note 14 to the Company Financial Statements in this Annual

Report. For information on the rights attached to the common shares, please refer to the Company’s Articles of

Association. To summarize, the rights attached to common shares comprise pre-emptive rights upon issuance of

common shares, the entitlement to attend to the general meeting of Shareholders and to speak and vote at that

meeting and the entitlement to distributions of such amount of the Company’s profit as remains after allocation to

reserves. For information on the rights attached to the special voting shares, please refer to the Articles of

Association and the Terms and Conditions for the Special Voting Shares which can both be found on the Company’s

website and more in particular to the paragraph “Loyalty Voting Program” of this Annual Report. At December 31,

2022, the issued share capital of the Company consisted of 193,923,499 common shares, representing approximately

75.38 percent of the aggregate issued share capital, and 63,349,112 special voting shares, representing

approximately 24.62 percent of the aggregate issued share capital.

b.The Company has imposed no limitations on the transfer of common shares. The Articles of Association provide in

Article 13 for transfer restrictions for special voting shares.

c.For information on participations in the Company’s capital in respect of which pursuant to Sections 5:34, 5:35 and

5:43 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) notification requirements apply, please

refer to the chapter “Major Shareholders” of this Annual Report. There you will find a list of Shareholders who are

known to the Company to have holdings of 3 percent or more at the stated date.

d.No special control rights or other rights accrue to shares in the capital of the Company.

e.A mechanism for verifying compliance with a scheme allowing employees to subscribe for or to acquire shares in

the capital of the company or a subsidiary if the employees do not arrange for such verification directly is not

applicable to the Company.

f.No restrictions apply to voting rights attached to shares in the capital of the Company, nor are there any deadlines

for exercising voting rights. The Articles of Association allow the Company to cooperate in the issuance of

registered depositary receipts for common shares, but only pursuant to a resolution to that effect of the Board of

Directors. The Company is not aware of any depository receipts having been issued for shares in its capital.

g.The Company is not aware of the existence of any agreements with Shareholders which may result in restrictions on

the transfer of shares or limitation of voting rights except for the shareholders’ agreement, dated December 23, 2015

between Exor (formerly Exor S.p.A.) and Piero Ferrari, recently amended to reflect adherence by Trust Piero

Ferrari, which became effective upon the completion of the Separation on January 3, 2016 (the “Shareholders’

Agreement”). The Shareholders’ Agreement includes certain preemption rights of Exor in the event of a proposed

transfer of common shares by Piero Ferrari, and certain rights of first offer of Piero Ferrari in the event of a proposed

transfer of common shares by Exor, in each case subject to the exceptions set forth in the Shareholders’ Agreement.

The Shareholders’ Agreement will remain in force until the fifth anniversary of the Separation provided that if

neither of the parties to the Shareholders’ Agreement terminates the Shareholders’ Agreement within six months

before the end of the initial term, then the Shareholders’ Agreement shall be renewed automatically for another five

year term. Since neither of the parties to the Shareholders’ Agreement terminated it within six months before

January 3, 2021, the Shareholders’ Agreement was automatically renewed for another five year term and, therefore,

until January 3, 2026. On December 16, 2022, Exor N.V., Mr. Piero Ferrari and Trust Piero Ferrari entered into an

adherence and amendment agreement whereby Trust Piero Ferrari became a party to the Shareholders’ Agreement

and certain terms of the Shareholders’ Agreement were amended. The Shareholders’ Agreement, as so amended, is

governed by the laws of the Netherlands and it mainly concerns the “acting in concert” and certain pre-emption

rights and rights of first offer with respect to the shares of the Company.

h.The rules governing the appointment and dismissal of members of the Board of Directors are stated in the Articles of

Association of the Company. All members of the Board of Directors are appointed by the general meeting of

Shareholders. The term of office of all members of the Board of Directors is for a period of approximately one year

after appointment, such period expiring on the day the first Annual General Meeting of Shareholders is held in the

following calendar year. The general meeting of Shareholders has the power to suspend or dismiss any member of

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the Board of Directors at any time. The rules governing an amendment of the Articles of Association are stated in

the Articles of Association and require a resolution of the general meeting of Shareholders which can only be passed

pursuant to a prior proposal of the Board of Directors.

i.The general powers of the Board of Directors are stated in the Articles of Association of the Company. Pursuant to

the resolution of the Annual General Meeting held on April 13, 2022, the Board of Directors has been authorized to

issue common shares in the capital of the Company and to grant rights to subscribe for common shares in the capital

of the Company. This authorization is limited in respect of common shares to 10 percent of the issued common

shares for general corporate purposes as of the date of the 2022 Annual General Meeting (i.e. April 13, 2022), which

can be used for any and all purposes necessary in the opinion of the Board of Directors. The authorization has been

granted for a period of 18 months starting from the date of the 2022 Annual General Meeting of Shareholders on

April 13, 2022 up to and including October 12, 2023. The Board of Directors has also been designated for the same

period as the authorized body to limit or exclude the rights of pre-emption of shareholders in connection with the

authority of the Board of Directors to issue common shares and grant rights to subscribe for common shares as

referred to above. Pursuant to the resolution of the Annual General Meeting held on April 13, 2022, the Board of

Directors has been further authorized to issue special voting shares in the capital of the Company and to grant rights

to subscribe for special voting shares in the capital of the Company. This authorization is limited in respect of

special voting shares to 10 percent of the maximum aggregate amount of special voting shares as provided for in the

Company’s authorized share capital. The authorization has been granted for a period of 5 years starting from the

date of the 2022 Annual General Meeting of Shareholders on April 13, 2022 up to and including April 12, 2027. In

the event of an issuance of special voting shares, shareholders have no right of pre-emption. The Company has the

authority to acquire fully paid-up shares in its own share capital, provided that such acquisition is made for no

consideration. Further rules governing the acquisition of shares by the Company in its own share capital are set out

in article 8 of the Articles of Association.

j.The Company is not a party to any significant agreements which will take effect, will be altered or will be

terminated upon a change of control of the Company as a result of a public offer within the meaning of Section 5:70

of the Dutch Financial Supervision Act (Wet op het financieel toezicht), provided that certain of the loan agreements

entered into by the Company contain clauses that, as is customary for financing agreements of similar type, may

require early repayment or termination in the event of a change of control of the Company.

k.The Company did not enter into any agreement with a Director or employee of the Company providing for a

payment / distribution upon termination of employment as a result of a public offer within the meaning of article

5:70 of the Dutch Financial Supervision Act.

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General Meeting of Shareholders

At least one general meeting of shareholders shall be held every year, which meeting shall be held within six months

after the close of the financial year.

Furthermore, general meetings of shareholders shall be held in the case referred to in Section 2:108a of the Dutch

Civil Code as often as the Board of Directors, the Chairman or the Chief Executive Officer deems it necessary to hold them

or as otherwise required by Dutch law, without prejudice to what has been provided in the next paragraph hereof.

Shareholders solely or jointly representing at least ten percent (10 percent) of the issued share capital may request

the Board of Directors, in writing, to call a general meeting of shareholders, stating the matters to be dealt with.

If the Board of Directors fails to call a meeting, then such shareholders may, on their application, be authorized by

the interim provisions judge of the court (voorzieningenrechter van de rechtbank) to convene a general meeting of

shareholders. The interim provisions judge (voorzieningenrechter van de rechtbank) shall reject the application if he is not

satisfied that the applicants have previously requested the Board of Directors in writing, stating the exact subjects to be

discussed, to convene a general meeting of shareholders.

General meetings of shareholders shall be held in Amsterdam or Haarlemmermeer (Schiphol Airport), the

Netherlands, and shall be called by the Board of Directors, the Chairman or the Chief Executive Officer, in such manner as is

required to comply with the law and the applicable stock exchange regulations, not later than on the forty-second day prior to

the day of the meeting.

All convocations of general meetings of shareholders and all announcements, notifications and communications to

shareholders shall be made by means of an announcement on the Company’s corporate website and such announcement shall

remain accessible until the relevant general meeting of shareholders. Any communication to be addressed to the general

meeting of shareholders by virtue of Dutch law or the Articles of Association, may be either included in the notice, referred

to in the preceding sentence or, to the extent provided for in such notice, on the Company’s corporate website and/or in a

document made available for inspection at the office of the Company and such other place(s) as the Board of Directors shall

determine.

Convocations of general meetings of shareholders may be sent to Shareholders through the use of an electronic

means of communication to the address provided by such Shareholders to the Company for this purpose.

The notice shall state the place, date and hour of the meeting and the agenda of the meeting as well as the other data

required by law.

An item proposed in writing by such number of Shareholders who, by Dutch law, are entitled to make such proposal,

shall be included in the notice or shall be announced in a manner similar to the announcement of the notice, provided that the

Company has received the relevant request, including the reasons for putting the relevant item on the agenda, no later than the

sixtieth day before the day of the meeting.

Pursuant to Dutch law, the board of a listed company has the power to invoke a cooling-off period of up to 250 days

in the event of (i) a request by one or more shareholders for consideration of a proposal to appoint, suspend or dismiss one or

more members of the board, or (ii) when an unsolicited public bid has been announced or made for the shares of the listed

company. The decision by the board to invoke the cooling-off period is subject to supervisory board approval. To invoke the

cooling-off period, the request under i) or the public bid under ii) must in the view of the board be substantially contrary to

the interest of the listed company and its affiliated enterprises.

The agenda of the annual general meeting of shareholders shall contain, inter alia, the following items:

a.adoption of the annual report;

b.the remuneration report;

c.at least every four years after adoption of the remuneration policy, the remuneration policy;

d.the policy of the Company on additions to reserves and on dividends, if any;

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e.granting of discharge to the Directors in respect of the performance of their duties in the relevant financial year;

f.the appointment of Directors;

g.if applicable, the proposal to pay a dividend;

h.if applicable, discussion of any substantial change in the corporate governance structure of the Company; and

i.any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with due

observance of applicable Dutch law.

The Board of Directors shall provide the general meeting of shareholders with all requested information, unless this

would be contrary to an overriding interest of the Company. If the Board of Directors invokes an overriding interest, it must

give reasons.

When convening a general meeting of shareholders, the Board of Directors shall determine that, for the purpose of

Article 19 and Article 20 of the Articles of Association, persons with the right to vote or attend meetings shall be considered

those persons who have these rights at the twenty-eighth day prior to the day of the meeting (the “Record Date”) and are

registered as such in a register to be designated by the Board of Directors for such purpose, irrespective whether they will

have these rights at the date of the meeting. In addition to the Record Date, the notice of the meeting shall further state the

manner in which shareholders and other parties with meeting rights may have themselves registered and the manner in which

those rights can be exercised.

The general meeting of shareholders shall be presided over by the Chairman or, in his absence, by the person chosen

by the Board of Directors to act as chairman for such meeting.

One of the persons present designated for that purpose by the chairman of the meeting shall act as secretary and take

minutes of the business transacted. The minutes shall be confirmed by the chairman of the meeting and the secretary and

signed by them in witness thereof.

The minutes of the general meeting of shareholders shall be made available, on request, to the shareholders no later

than three months after the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes

in the following three months. The minutes shall then be adopted in the manner as described in the preceding paragraph.

If an official notarial record is made of the business transacted at the meeting then minutes need not be drawn up and

it shall suffice that the official notarial record be signed by the notary.

As a prerequisite to attending the meeting and, to the extent applicable, exercising voting rights, the shareholders

entitled to attend the meeting shall be obliged to inform the Board of Directors in writing within the time frame mentioned in

the convening notice. At the latest this notice must be received by the Board of Directors on the day mentioned in the

convening notice.

Shareholders and those permitted by Dutch law to attend the general meetings of shareholders may cause themselves

to be represented at any meeting by a proxy duly authorized in writing, provided they shall notify the Company in writing of

their wish to be represented at such time and place as shall be stated in the notice of the meetings. For the avoidance of doubt,

such attorney is also authorized in writing if the proxy is documented electronically. The Board of Directors may determine

further rules concerning the deposit of the powers of attorney; these shall be mentioned in the notice of the meeting.

The Company is exempt from the proxy rules under the Exchange Act.

The chairman of the meeting shall decide on the admittance to the meeting of persons other than those who are

entitled to attend.

For each general meeting of shareholders, the Board of Directors may decide that shareholders shall be entitled to

attend, address and exercise voting rights at such meeting through the use of electronic means of communication, provided

that shareholders who participate in the meeting are capable of being identified through the electronic means of

communication and have direct cognizance of the discussions at the meeting and the exercising of voting rights (if

applicable). The Board of Directors may set requirements for the use of electronic means of communication and state these in

the convening notice. Furthermore, the Board of Directors may for each general meeting of shareholders decide that votes

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cast by the use of electronic means of communication prior to the meeting and received by the Board of Directors shall be

considered to be votes cast at the meeting. Such votes may not be cast prior to the Record Date. Whether the provision of the

foregoing sentence applies and the procedure for exercising the rights referred to in that sentence shall be stated in the notice.

Prior to being allowed admittance to a meeting, a shareholder and each person entitled to attend the meeting, or its

attorney, shall sign an attendance list, while stating his name and, to the extent applicable, the number of votes to which he is

entitled. Each shareholder and other person attending a meeting by the use of electronic means of communication and

identified in accordance with the above shall be registered on the attendance list by the Board of Directors. In the event that it

concerns an attorney of a shareholder or another person entitled to attend the meeting, the name(s) of the person(s) on whose

behalf the attorney is acting, shall also be stated. The chairman of the meeting may decide that the attendance list must also

be signed by other persons present at the meeting.

The chairman of the meeting may determine the time for which shareholders and others entitled to attend the general

meeting of shareholders may speak if he considers this desirable with a view to the orderly conduct of the meeting as well as

other procedures that the chairman considers desirable for the efficient and orderly conduct of the business of the meeting.

Ferrari applies the one-share-one-vote principle, meaning that every share (whether common or special voting) shall

confer the right to cast one vote.

Shares in respect of which Dutch law determines that no votes may be cast shall be disregarded for the purposes of

determining the proportion of shareholders voting, present or represented or the proportion of the share capital present or

represented.

All resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified in the

Articles of Association. Blank votes shall not be counted as votes cast.

All votes shall be cast in writing or electronically. The chairman of the meeting may, however, determine that voting

by raising hands or in another manner shall be permitted.

Voting by acclamation shall be permitted if none of the shareholders present or represented objects.

No voting rights shall be exercised in the general meeting of shareholders for shares owned by the Company or by a

subsidiary of the Company. Pledgees and usufructuaries of shares owned by the Company and its subsidiaries shall however

not be excluded from exercising their voting rights, if the right of pledge or usufruct was created before the shares were

owned by the Company or a subsidiary. Neither the Company nor any of its subsidiaries may exercise voting rights for shares

in respect of which it holds a right of pledge or usufruct.

Without prejudice to the Articles of Association, the Company shall determine for each resolution passed:

a.the number of shares on which valid votes have been cast;

b.the percentage that the number of shares as referred to under a. represents in the issued share capital;

c.the aggregate number of votes validly cast; and

d.the aggregate number of votes cast in favor of and against a resolution, as well as the number of abstentions.

Issuance of shares

The general meeting of shareholders or alternatively the Board of Directors, if it has been designated to do so by the

general meeting of shareholders, shall have authority to resolve on any issuance of shares and rights to subscribe for shares.

The general meeting of shareholders shall, for as long as any such designation of the Board of Directors for this purpose is in

force, no longer have authority to decide on the issuance of shares and rights to subscribe for shares.

For a period of five years from January 2, 2016 the Board of Directors has been irrevocably authorized to issue

shares and rights to subscribe for shares up to the maximum aggregate amount of shares as provided for in the company’s

authorized share capital as set out in Article 4.1 of the Articles of Association, as amended from time to time.

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The general meeting of shareholders or the Board of Directors if so designated in accordance with the Articles of

Association, shall decide on the price and the further terms and conditions of issuance, with due observance of what has been

provided in relation thereto in Dutch law and the Articles of Association.

If the Board of Directors is designated to have authority to decide on the issuance of shares or rights to subscribe for

shares, such designation shall specify the class of shares and the maximum number of shares or rights to subscribe for shares

that can be issued under such designation. When making such designation the duration thereof, which shall not be for more

than five years, shall be resolved upon at the same time. The designation may be extended from time to time for periods not

exceeding five years. The designation may not be withdrawn unless otherwise provided in the resolution in which the

designation is made.

Pursuant to the resolution of the Annual General Meeting held on April 13, 2022, the Board of Directors has been

authorized to issue common shares in the capital of the Company and to grant rights to subscribe for common shares in the

capital of the Company. This authorization is limited in respect of common shares to 10 percent of the issued common shares

for general corporate purposes as of the date of the 2022 Annual General Meeting (i.e. April 13, 2022), which can be used for

any and all purposes necessary in the opinion of the Board of Directors. The authorization has been granted for a period of 18

months starting from the date of the 2022 Annual General Meeting of Shareholders on April 13, 2022 up to and including

October 12, 2023. The Board of Directors has also been designated for the same period as the authorized body to limit or

exclude the rights of pre-emption of shareholders in connection with the authority of the Board of Directors to issue common

shares and grant rights to subscribe for common shares as referred to above. Pursuant to the resolution of the Annual General

Meeting held on April 13, 2022, the Board of Directors has been further authorized to issue special voting shares in the

capital of the Company and to grant rights to subscribe for special voting shares in the capital of the Company. This

authorization is limited in respect of special voting shares to 10 percent of the maximum aggregate amount of special voting

shares as provided for in the Company’s authorized share capital. The authorization has been granted for a period of 5 years

starting from the date of the 2022 Annual General Meeting of Shareholders on April 13, 2022 up to and including April 12,

2027.

Payment for shares shall be made in cash unless another form of consideration has been agreed. Payment in a

currency other than Euro may only be made with the consent of the Company.

The Board of Directors has also been designated as the authorized body to limit or exclude the rights of pre-emption

of shareholders in connection with the authority of the Board of Directors to issue common shares and grant rights to

subscribe for common shares as referred to above.

In the event of an issuance of common shares every holder of common shares shall have a right of pre-emption with

regard to the common shares or rights to subscribe for common shares to be issued in proportion to the aggregate nominal

value of his common shares, provided however that no such right of pre-emption shall exist in respect of shares or rights to

subscribe for common shares to be issued to employees of the Company or of a group company pursuant to any option plan

of the Company.

A shareholder shall have no right of pre-emption for shares that are issued against a non-cash contribution.

In the event of an issuance of special voting shares to qualifying shareholders, shareholders shall not have any right

of pre-emption.

The general meeting of shareholders or the Board of Directors, as the case may be, shall decide when passing the

resolution to issue shares or rights to subscribe for shares in which manner the shares shall be issued and, to the extent that

rights of pre-emption apply, within what period those rights may be exercised.

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Ferrari Leadership Team

On certain key operational matters, the CEO is supported by the Ferrari Leadership Team (the “FLT”, formerly

Senior Management Team, and so renamed as a result of the organizational changes implemented in January 2022), which is

responsible for reviewing the operating performance of the business, collaborating on certain operational matters, supporting

the Chief Executive Officer with his tasks, and executing decisions of the Board of Directors and the day-to-day management

of the Company, primarily as it relates to the operational management. Set forth below are the names, year of birth and

position of each of the members of the FLT of Ferrari. Unless otherwise indicated, the business address of each person listed

below will be c/o Ferrari, Via Abetone Inferiore n. 4, I-41053 Maranello (MO), Italy.


Name	Year of Birth	Position
John Elkann	1976	Executive Chairman and Executive Director
Benedetto Vigna	1969	Chief Executive Officer
Antonio Picca Piccon	1964	Chief Financial Officer
Davide Abate	1984	Chief Technologies and Infrastructures Officer
Andrea Antichi	1979	Chief Manufacturing Officer
Michele Antoniazzi	1969	Chief Human Resources Officer
Carlo Daneo	1968	General Counsel
Sabina Fasciolo	1968	Chief Compliance Officer
Gianmaria Fulgenzi	1969	Chief Product Development Officer
Silvia Gabrielli	1969	Chief Digital & Data Officer
Enrico Galliera	1966	Chief Marketing and Commercial Officer
Lorenzo Giorgetti	1970	Chief Racing Revenue Officer
Ernesto Lasalandra	1972	Chief Research & Development Officer
Maria Carla Liuni	1968	Chief Brand Officer
Marco Lovati	1972	Chief Internal Audit Officer
Flavio Manzoni	1965	Chief Design Officer
Angelo Pesci	1974	Chief Purchasing & Quality Officer
Charlie Turner	1974	Chief Content & Communication Officer
Frédéric Vasseur	1968	Scuderia Ferrari Team Principal & General Manager

Summary biographies for the current members of the FLT of Ferrari are included below:

John Elkann. See the “—Board of Directors” section above.

Benedetto Vigna. See the “—Board of Directors” section above.

Antonio Picca Piccon. Mr. Antonio Picca Piccon is Chief Financial Officer since July 2018. Before joining Ferrari,

he held the position of CFO in Ariston Thermo Group, including responsibilities for Legal and Corporate Affairs and ICT,

since November 2014. Prior to such assignment he spent 15 years within Fiat Group and FCA, where he covered several

senior roles in finance and financial services, including CFO of Iveco Group, CEO of FGA Capital (now FCA Bank) and

Group Treasurer and Head of Financial Services for FCA. He started his career in banking, in various positions within

Sanpaolo IMI group. He also served as a member of the Board of Directors of Ferrari, Fiat Group Automobiles, Magneti

Marelli, Maserati and Teksid. Mr. Picca Piccon graduated in Economics and Business Administration from the University of

Turin and holds an MPhil in Economics from the University of Cambridge.

Davide Abate. Mr. Davide Abate is Chief Technologies and Infrastructures Officer since January 2022. Previously

he held the position of Head of Technologies at Ferrari since October 2020, and various managerial roles in the

manufacturing area such as Head of Prototype Construction from 2017 to 2020. Prior to joining Ferrari in 2012, he covered

technical managerial roles at Ducati Motor Holding. Mr. Abate holds the Ferrari Corporate Executive MBA from the

Bologna Business School and a master in Process Engineering at Bocconi School of Management, as well as a masters’

degree in Automotive Engineering from the Turin Polytechnic.

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Andrea Antichi. Mr. Andrea Antichi was appointed Chief Manufacturing Officer in January 2022. Previously he

was Head of Vehicle at Ferrari since June 2018. During his career he covered various managerial roles at Ferrari in the

manufacturing area such as Head of Engine Assembly and Machining from 2014 to 2018 and Engine Assembly and

Machining Process Engineering Manager from 2008 to 2013. Prior to joining Ferrari in 2006, he held technical roles in

Piaggio and researcher in Computational Biomechanics at Istituti Ortopedici Rizzoli. Mr. Antichi holds the Ferrari Corporate

Executive MBA from the Bologna Business School, as well as a masters’ degree in Mechanical Engineering from the

University of Pisa.

Michele Antoniazzi. Mr. Michele Antoniazzi is Chief Human Resources Officer since April 2016. Before joining

Ferrari, he held several senior roles in Magneti Marelli, becoming the Human Resources Director of the Automotive Lighting

business line in 2012. Prior to that experience he was the Human Resources Director of the Suspension Systems business line

from 2009 to 2012 and the Head of Organizational Development for the Sector Magneti Marelli from 2006 to 2012. He

graduated from the University of Padova with a degree in Industrial and Organizational Psychology.

Carlo Daneo. Mr. Carlo Daneo was appointed as our General Counsel in July 2015, as a member of the Board of

Directors of Ferrari North America Inc. in February 2017, as a member of the Supervisory Body of Ferrari S.p.A. in August

2015 and Data Protection Officer of the Ferrari Group in February 2018. Prior to joining Ferrari, he held several senior

positions in the FCA legal area, including the role of Senior Vice President and Legal Counsel in Finance and Financial

Services of FCA from 2008 until 2015 and the role of General Counsel in Fiat Chrysler Finance S.p.A. (previously Fiat

Finance S.p.A.) from 2003 to 2015. He started his career in 1995 with a work experience at the United Nations at the

International Trade Center Unctad / WTO in Geneva and since 1996 in the legal profession in law firms with experience in

the Corporate, Finance and Capital Markets areas in primary international law firms in Italy and abroad until 2003. He

graduated in Law at the University of Turin, did a master’s degree organized by the University Institute of European Studies

in international law at the International Labour Organization of Turin and obtained the title of Lawyer.

Sabina Fasciolo. Ms. Sabina Fasciolo is Chief Compliance Officer since October 2020. From 2015 to 2020 she

worked for F.I.G.C. (Federazione Italiana Giuoco Calcio) as Head of Legal Affairs & Compliance. Previously, she worked

for Ferrari for 13 years where she held the position of Head of Legal Affairs, together with the position of President of the

Supervisory Board of Ferrari S.p.A., as well as member of the board of Directors and anti-money laundering manager of

Ferrari Financial Services S.p.A. (then merged into Ferrari S.p.A.). She started her career as attorney-at-law with major focus

in civil-commercial law and in sport-related areas, with experiences in Italy and abroad. Ms. Fasciolo holds an Executive

Master’s degree in Global Sport Governance from Limoges University, an LL.M. in English Commercial Law from the

College of Law of England and Wales (London) and a Certificate in Advanced International Legal Studies from the Golden

Gate University – Law School. She graduated in Law at the University of Parma and was admitted to the Bar association.

Gianmaria Fulgenzi. Mr. Gianmaria Fulgenzi is Chief Product Development Officer since January 2022.

Previously he was Head of GeS Supply Chain of Ferrari since March 2019. He also worked in the product development and

manufacturing area, as Head of Rear Engine Car Platform from 2015 to 2019 and Head of Powertrain Production from 2008

to 2010. Prior to joining Ferrari in 2002, he covered technical managerial roles at PiaggioAero Industries. Mr. Fulgenzi holds

a master in Management from the London Business School, as well as a masters’ degree in Aerospace Engineering from the

Turin Polytechnic.

Silvia Gabrielli. Ms. Silvia Gabrielli was appointed Chief Digital & Data Officer in January 2022. Previously, she

held the position of Head of IT Digital & Analytics since July 2019. Prior to joining Ferrari she held the position of Digital

Transformation Advisor at Microsoft. From 1996 to 2017 she worked as a business consultant and business development

manager in different companies, such as SAP, A.T. Kearney and Accenture. Ms. Gabrielli holds a masters’ degree in

Business Administration from the Bocconi University.

Enrico Galliera. Mr. Enrico Galliera was appointed as our Chief Marketing and Commercial Officer in April 2010.

From 1990 to 2010 he worked for Barilla S.p.A, where he held multiple positions, ultimately becoming Europe and export

market unit director. During his time at Barilla S.p.A., Mr. Galliera also served as director of customer business development

for Europe, general manager for South West Europe and trade marketing director for Italy. Mr. Galliera holds a degree in

economics and political science from the University of Parma.

Lorenzo Giorgetti. Mr. Lorenzo Giorgetti was appointed Chief Racing Revenue Officer in February 2023. His

career has seen him gain extensive experience in growing businesses across sports clubs, the media and the world of luxury.

Prior to joining Ferrari, he was Chief Commercial Officer at AC Milan; he has also been Head of Licensing for major

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sporting events, such as the Turin 2006 Winter Olympic Games and Milan Cortina 2026. From 2007 to 2017, he led the

commercial management of RCS Media Group’s sports division, where he was also CEO of the UAE sport branch and is

currently a member of the board of the Global Esports Federation. He graduated in engineering from the Politecnico di

Milano and has an MBA from SDA Bocconi.

Ernesto Lasalandra. Mr. Ernesto Lasalandra is Chief Research & Development Officer since January 2022. He

joined Ferrari from his previous role as Group VP R&D General Manager in STMicroelectronics, where over the past

decades he covered roles of increasing responsibilities in Product Development and R&D. Mr. Lasalandra holds a degree in

Electronic Engineering from University of Pavia.

Maria Carla Liuni. Ms. Maria Carla Liuni joined Ferrari as Chief Brand Officer in September 2022. Previously,

she was Chief Marketing Officer at Pandora, where she played a key part in relaunching the company and boosting its

desirability. She has also led Bulgari’s marketing division and global communications. In addition, she spent almost 20 years

at Procter & Gamble, where she was General Manager of the Prestige division which includes perfume, makeup and skincare

for brands such as Dolce & Gabbana, Gucci and Hugo Boss. This encompassed multiple roles including Regional Leader for

the Asia-Pacific region and leading on marketing, communication and product development for the entire portfolio, working

closely with the fashion houses. She graduated in economics at Rome’s Luiss University and has a master’s degree in

marketing from the IPSOA business school in Milan.

Marco Lovati. Mr. Marco Lovati is Chief Internal Audit Officer since April 2015 and a member of the Supervisory

Body of Ferrari S.p.A. since July 2014. Prior to such assignment he spent 14 years in the Internal Audit and Compliance

department of Fiat Group and FCA, where he covered several senior positions including the role of “Financial & Insurance

Companies, Luxury Cars” and “Automotive Europe & Financial JV Companies” Head of Audit, also serving as member of

the Supervisory Body of different Fiat Group and FCA legal entities. Mr. Marco Lovati graduated in Economics and Business

Administration from the University of Turin and holds an MBA in Finance jointly organized by the University of Turin and

the Italian Association of Finance Directors (ANDAF).

Flavio Manzoni. Mr. Flavio Manzoni was appointed as our Chief Design Officer in January 2010. From 2007 to

2010 he was Director of Creative Design at the Volkswagen Group where he was involved in designing most of the Skoda,

Bentley, Bugatti and Volkswagen recent cars as well as redefining the aesthetic philosophy of these brands. From 2001 to

2006, he worked at Fiat Group as Head of Design for Lancia, Fiat and LCV. He has also held design positions at Lancia and

Seat. Mr. Manzoni holds a degree in architecture with a thesis in industrial design from the University of Florence. On June

28, 2019, at the University of Sassari, he was awarded an honorary master’s degree in “Humanities, Modern Philology and

Cultural Industry”.

Angelo Pesci. Mr. Angelo Pesci is Chief Purchasing & Quality Officer since January 2022. Angelo Pesci joined

Ferrari from STMicroelectronics, where over the past decades he covered roles of increasing responsibilities in Financial

Planning, Supply Chain and Product Planning, Services and Operations. Mr. Pesci holds a Master in Business Administration

from SDA Bocconi, as well as a masters’ degree in Physics from University of Trieste.

Charlie Turner. Mr. Charlie Turner was appointed as Chief Content Officer in July 2021 and Chief

Communication Officer in January 2022. He joined Ferrari from the BBC where he was Editorial Director of BBC TopGear.

During his 18 years at the BBC Mr. Turner was instrumental in establishing TopGear as the market leading automotive

entertainment brand and driving the growth and success that made it one of the largest global communities dedicated to the

enjoyment of every aspect of cars and motoring. Prior to joining TopGear, Mr. Turner worked for Formula One Management.

Mr. Turner holds a degree in Graphic Design from the University of the West of England and has won multiple awards as

both an Editor and Creative Director.

Frédéric Vasseur. Mr. Frédéric Vasseur was born in Draveil, France on May 28, 1968. In 1995, he graduated in

Aeronautical Engineering at ESTACA (École Supérieure des Techniques Aéronautiques et de Construction Automobile) in

Paris. In 1992, while still studying, he established RPM, preparing Formula 3 engines for Renault. In 1996, he set up the

ASM team, racing in Formula 3. He ran the operation up to 2015, winning various titles including the French one in 1998

with David Saelens at the wheel, going on to win the European title four times between 2004 and 2007, with Jamie Green,

Lewis Hamilton, Paul Di Resta and Romain Grosjean. In 2004, he created a second team, ART Grand Prix winning eighth

teams’ championships across GP2 and GP3 and eleven drivers’ titles including clinching the 2016 GP3 crown with Charles

Leclerc. An enquiring mind and a willingness to explore new avenues led Vasseur to set up AOTech in 2010, a company

specialising in driving simulators and CFD design. Two years later, along came Spark Racing Technology, dealing in the

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design and manufacture of hybrid and electrical systems. The company secured the contract to supply Formula E chassis,

when the category for fully electric single-seaters was first set up by the FIA (Federation Internationale Automobile) in 2014.

Frédéric first appeared in the Formula 1 paddock in 2016 as Renault Team Principal. The following year he moved on to

become Managing Director of the Sauber Group, as well as Team Principal of the Alfa Romeo Sauber F1 Team, which

morphed into Alfa Romeo Racing in 2019, running Ferrari power units. After the 2022 season, he was asked to take on the

role of Scuderia FerrariTeam Principal & General Manager, starting in his new position on January 9, 2023.

Corporate offices

The Company is incorporated under the laws of the Netherlands. It has its official seat in Amsterdam, the

Netherlands, and the place of effective management of the Company is Via Abetone Inferiore n. 4 I-41053 Maranello (MO)

Italy.

The business address of the Board of Directors and the senior managers is Via Abetone Inferiore n. 4 I-41053

Maranello (MO) Italy.

The Company is registered at the Dutch trade register under number 64060977.

The Netherlands is the Company’s home member state for the purposes of the EU Transparency Directive (Directive

2004/109/EC, as amended).

Internal Control System

The Company has in place an internal control system (the “System”), based on the model provided by the COSO

Framework (Committee of Sponsoring Organizations of the Treadway Commission Report – Enterprise Risk Management

model) and the principles of the Dutch Corporate Governance Code, which consists of a set of policies, procedures and

organizational structures aimed at identifying, measuring, managing and monitoring the principal risks to which the Company

is exposed. The System is integrated within the organizational and corporate governance framework adopted by the Company

and contributes to the protection of corporate assets, as well as to ensuring the efficiency and effectiveness of business

processes, reliability of financial information and compliance with laws, regulations, the Articles of Association and internal

procedures.

The System, which has been developed on the basis of international best practices, relies on the so called “Three

Levels of Controls Model” as referred to and outlined in the “Risk Management Process and Internal Control Systems”

section of this Report.

Principal Characteristics of the Internal Control System and Internal Control over Financial Reporting

The Company has in place a system of risk management and internal control over financial reporting based on the

model provided by the COSO Framework, according to which the internal control system is defined as a set of rules,

procedures and tools designed to provide reasonable assurance of the achievement of corporate objectives.

In relation to the financial reporting process, reliability, accuracy, completeness and timeliness of the information

contribute to the achievement of such corporate objectives. Risk management is an integral part of the internal control

system. A periodic evaluation of the system of internal control over financial reporting is designed to ensure the overall

effectiveness of the components of the COSO Framework (control environment, risk assessment, control activities,

information and communication, and monitoring) in achieving those objectives.

The Company has a system of administrative and accounting procedures in place that ensure a high degree of

reliability in the system of internal control over financial reporting.

The approach adopted by the Company for the evaluation, monitoring and continuous updating of the system of

internal control over financial reporting, is based on a ‘top-down, risk-based’ process consistent with the COSO Framework.

This enables focus on areas of higher risk and/or materiality, where there is risk of significant errors, including those

attributable to fraud, in the elements of the financial statements and related documents. The key components of the process

are:

•identification and evaluation of the source and probability of material errors in elements of financial reporting;

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•assessment of the adequacy of key controls in enabling ex-ante or ex-post identification of potential misstatements in

elements of financial reporting; and

•verification of the operating effectiveness of controls based on the assessment of the risk of misstatement in

financial reporting, with testing focused on areas of higher risk.

Identification and evaluation of the risk of misstatements which could have material effects on financial reporting is

carried out through a risk assessment process that uses a top-down approach to identify the organizational entities, processes

and the related accounts, in addition to specific activities, which could potentially generate significant errors. Under the

methodology adopted by the Company, risks and related controls are associated with the accounting and business processes

upon which accounting information is based.

Significant risks identified through the assessment process require definition and evaluation of key controls that

address those risks, thereby mitigating the possibility that financial reporting will contain any material misstatements.

In accordance with international best practices, the Group has two principal types of control in place:

•controls that operate at Group or subsidiary level, such as delegation of authorities and responsibilities, separation of

duties, and assignment of access rights to IT systems; and

•controls that operate at process level, such as authorizations, reconciliations, verification of consistencies, etc. This

category includes controls for operating processes, controls for financial closing processes and cross-sector controls

carried out by captive service providers. These controls can be preventive (i.e., designed to prevent errors or fraud

that could result in misstatements in financial reporting) or detective (i.e., designed to reveal errors or fraud that

have already occurred). They may also be classified as manual or automatic, such as application-based controls

relating to the technical characteristics and configuration of IT systems supporting business activities.

An assessment of the design and operating effectiveness of key controls is carried out through tests performed by the

Internal Audit department, both at group and subsidiary level, using sampling techniques recognized as best practices

internationally.

The assessment of the controls may require the definition of compensating controls and plans for remediation and

improvement. The results of monitoring are subject to periodic review by the manager responsible for the Company’s

financial reporting and communicated by him to senior management and to the Audit Committee (which in turn reports to the

Board of Directors).

Code of Conduct

We have adopted, at a group level, a Code of Conduct which applies to all of our employees, including our principal

executive, principal financial and principal accounting officers. It also applies to the Company’s subsidiaries and other

individuals or companies that act in the name and on behalf of the Company. Our Code of Conduct is available on our

website at https://cdn.ferrari.com/cms/network/media/pdf/codice_condotta_ferrari_eng_def.pdf.

Ferrari’s Code of Conduct was updated in February 2023, also strengthening the reference to ESG aspects, with the

approval by the Board of Directors of Ferrari N.V.

Should any further amendments, or should any waiver be granted under, the Code of Conduct, this will be disclosed

in accordance with the applicable rules and regulations.

The Code of Conduct represents a set of values recognized, adhered to and promoted by the Company which

understands that conduct based on the principles of diligence, integrity and fairness is an important driver of social and

economic development.

The Code of Conduct is a pillar of the governance system, which regulates the decision-making processes and

operating approach of the Company and its employees in the interests of stakeholders. Explicit reference is made to the UN’s

Universal Declaration on Human Rights, the principal Conventions of the International Labor Organization (ILO) and the

OECD Guidelines for Multinational Enterprises. Furthermore, the Code of Conduct provides for the guiding principles

relating to: health and safety, business ethics and anticorruption, antitrust, human resource management and the central role

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of the individual and the respect of human rights, personal data privacy, conflicts of interest, the importance of the

Community, of the environment and, in general terms, of sustainability.

The Company promotes adoption of the Code of Conduct as a best practice standard of business conduct by

partners, suppliers, agents, dealers and any other business partner. In fact, the Company’s contracts worldwide include

specific clauses relating to recognition and adherence to the principles underlying the Code of Conduct and related

guidelines, as well as compliance with local regulations.

The Company closely monitors the effectiveness of and compliance with the Code of Conduct, with the help of the

Group Compliance department. Violations of the Code of Conduct are usually determined through, among other things:

periodic activities of compliance monitoring carried out by Group Compliance department, periodic and/or specific activities

carried out by the Internal Audit department of the Group; the whistleblowing reports and management procedures and

checks forming part of the standard operating procedures. Periodic reporting is provided to the Chairman and CEO as well as

to the Audit Committee. For all Code of Conduct violations, the disciplinary measures taken are commensurate with the

seriousness of the case and comply with local legislation. The relevant corporate departments are notified of violations,

irrespective of whether criminal action is taken by the authorities.

More detailed information about the Code of Conduct, among which compliance therewith in 2022, is included in

the Non-Financial Statement section of our 2022 Annual Report.

Insider Trading Policy

As of January 3, 2016 the Company’s Board of Directors adopted an insider trading policy setting forth guidelines

and recommendations to all Directors, officers and employees of the Group with respect to transactions in the Company’s

securities. This policy, which also applies to immediate family members and members of the households of persons covered

by the policy, is designed to prevent insider trading or allegations of insider trading, and to protect the Company for integrity

and ethical conduct.

Diversity Policy

The Board of Directors adopted a diversity policy for the Board of Directors (the “Diversity Policy”) effective as of

December 31, 2017, since the Company believes that diversity in the composition of the Board of Directors in terms of age,

gender, expertise, professional background and nationality is an important mean of promoting debate, balanced decision

making and independent actions of the Board of Directors.

The Diversity Policy gives weight to the following diversity factors in Board of Directors composition: age, gender,

expertise, work and personal background and nationality. The Company considers each of these aspects key drivers to

support the abovementioned goals and to achieve sufficient diversity of views and the expertise needed for a proper

understanding of current affairs and longer-term risks and opportunities related to the Company’s business. The Board of

Directors and its ESG Committee consider such factors when evaluating nominees for election to the Board of Directors and

during the annual performance assessment process.

Gender diversity targets

a) Board of Directors diversity targets

The Company has achieved all the following concrete targets: (a) at least 30 percent of the seats of the Board of

Directors are occupied by women and at least 30 percent by men; (b) diversity in the age of the members of the Board of

Directors by having one or more members of the Board of Directors aged under 50 at the day of their nomination; provided

that, in the candidate selection process, rules and generally accepted principles of non-discrimination (on grounds such as

ethnic origin, race, disability or sexual orientation) will be taken into account; and (c) the nationality of the members of the

Board of Directors shall be reasonably consistent with the geographic presence of the Company’s business, and that no

nationality should count for more than 60 percent of the members of the Board of Directors.

To ensure its correct implementation, the Diversity Policy will be taken into account in the nomination of executive

Directors, and in the adoption of a profile for non-executive Directors as well as in nominating and recommending non-

executive Directors.

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Considering the percentage of women in the Board as a whole (executive and non-executive members) was equal to

30% as of 31 December 2022 (three out of ten Board members are women), we define as an appropriate target, following

recommendation of Company’s ESG Committee, a further growth equal of 3 percentage of women in non-executive directors

positions within 2027.

b) Manager diversity targets (sub-top)

Ferrari places people at the centre. We believe in the importance of inclusion and the enhancement of diversity and

continuously improve our people strategies in order to maintain an engaging, meritocratic and equal environment, in which

all Ferrari people can and want to do their best. Equal opportunities are the best way to ensure that merit is the decisive factor

to keep on attracting, retaining and developing the talents, accelerating Ferrari’s innovation process.

In order to guarantee equal opportunities, our Company operates a merit-based remuneration policy, not

discriminating on the basis of gender, age, nationality, social status or cultural background. In addition, Ferrari S.p.A. started

an in-depth analysis on remuneration, which led, in July 2020, to the award of the Equal Salary Certificate for providing

equal pay to men and women with the same qualifications and positions in the Company. This certificate has been maintained

also for 2022 and testifies to the Company’s commitment to creating an inclusive and diverse working environment while

fostering career development for all. Ferrari sees this certification not as an end point but as a further stage of growth and an

opportunity to implement tangible actions to ensure that everyone can pursue his or her own professional development.

The progresses in our journey are evident looking at some figures: women in managerial positions at December 31,

2017 were 11.8% (while women represented 12.2% of the total employee population) and at December 31, 2022 were 15.2%

(while women represented 15.4% of the total employee population). This increase of more than 3 percentage points is one of

the results of meritocratic compensation guidelines and constant monitoring of equality in career opportunity.

Our goal is to proceed in this direction: indeed we aim to maintain a healthy growth rate in women in managerial

positions, considering the percentage of women in the total employee population. We define as an appropriate target a further

growth of 3 percentage points of women in managerial positions within 2027.

Our plan to achieve the target is: fostering the value of diversity in panel of hiring candidates, monitoring the

percentage of men and women involved in career plans and salary review, defining clear diversity objectives for all levels in

organization. For Ferrari it is important to guarantee equal opportunities at all levels, so the consistency between global

percentage and managerial percentage is a key indicator in our diversity strategy.

Profile of the non-executive Directors

In respect of the composition of the Board of Directors, a profile of the non-executive Directors (the “Profile”) has

been adopted by the Company. The purpose of this profile is to provide guidance with respect to the composition and

expertise of the non-executive Directors. The Profile provides that the Board of Directors shall be composed in such manner

that its composition reflects an adequate mix of technical abilities, professional background and experience, both general and

specific, gained in an international environment and pertaining to the dynamics of the macro-economy and globalization of

markets, more generally, as well as the industrial and financial sectors, more specifically. In selecting and nominating new

non-executive Directors, the Company shall ensure that such non-executive Directors complement the knowledge and

experience of the other non-executive Directors and that the independency requirements under the Dutch Corporate

Governance Code and the NYSE rules are taken into account. In selecting and nominating new non-executive Directors, the

Company shall also ensure that the Diversity Policy, including the gender diversity target ratios as described under “—

Diversity Policy” above, is taken into account. In recommending prospective candidates for nomination to the Board of

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Directors, the ESG Committee shall take into account the Profile. The Profile is posted on our website at https://

corporate.ferrari.com/sites/ferrari15ipo/files/e_fnv_profile_non-executive_directors_13_09_2018_clean_final_new_0.pdf.

Compliance with Dutch Corporate Governance Code

The Company endorses the principles and best practice provisions of the Dutch Corporate Governance Code, except

for the following best practice provisions which are explained below:

•Best practice provision 2.2.4 of the Dutch Corporate Governance Code: The supervisory board should also draw up

a retirement schedule in order to avoid, as much as possible, supervisory board members retiring simultaneously.

The retirement schedule should be published on the company’s website.

The Company does not have a retirement schedule as referred to in best practice provision 2.2.4 of the Dutch

Corporate Governance Code, because the Company’s Articles of Association provide for a term of office of member of the

Board of Directors for a period of approximately one year after appointment, such period expiring on the day the first annual

general meeting of shareholders is held in the following calendar year. Short terms of office for board members are

customary for companies listed in the U.S. As the Company is listed on the NYSE, the Company also follows certain

common U.S. governance practices, one of which is the reappointment of our Directors at each annual general meeting of

shareholders. In light of this term of office, the Company does not have a retirement schedule in place.

•Best practice provision 4.1.8 of the Dutch Corporate Governance Code: Management board and supervisory board

members nominated for appointment should attend the general meeting at which votes will be cast on their

nomination.

Pursuant to best practice provision 4.1.8 of the Dutch Corporate Governance Code, every executive and non-

executive Director nominated for appointment should attend the general meeting at which votes will be cast on its

nomination. Since, pursuant to Article 14.3 of the Articles of Association, the term of office of Directors is approximately

one year, such period expiring on the day the first annual general meeting of shareholders of the Company is held in the

following calendar year, all members of the Board of Directors are nominated for (re)appointment each year. By publishing

the relevant biographical details and curriculum vitae of each nominee for (re)appointment, the Company ensures that the

Company’s general meeting of shareholders is well informed in respect of the nominees for (re)appointment and in practice

only the Chairman, the Chief Executive Officer and the Vice-Chairman will therefore be present at the general meeting.

•Best practice provision 5.1.4 of the Dutch Corporate Governance Code: Neither the audit committee nor the

remuneration committee can be chaired by the chairman of the management board or by a former executive director

of the company.

Our Senior Non-Executive Director and Chair of the Board of Directors, Mr. Duca, is also the Chairperson of the

Audit Committee, which is not in line with best practice provision 5.1.4 of the Dutch Corporate Governance Code. The

Company believes that Mr. Duca, in light of his extensive experience with audits and his knowledge in this respect, brings a

valuable contribution to the Audit Committee and therefore believes it is in Ferrari’s best interest and appropriate for Mr.

Duca to chair the Audit Committee.

•Best practice provision 5.1.4 of the Dutch Corporate Governance Code: The committees referred to in best practice

2.3.2 should be comprised exclusively of non-executive directors.

Mr. Elkann, our Executive Chairman and Executive Director, has a position on the ESG Committee, to which best

practice provision 5.1.4 of the Dutch Corporate Governance Code applies. The position of Mr. Elkann as executive Director

in this committee follows inter alia from the duties of the ESG Committee, which are more extensive than the duties of a

selection and appointment committee and include duties that warrant participation of an executive Director in the view of the

Company.

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Italian Corporate Governance Code

As regards the Italian framework for corporate governance, the Company is aware that a new version of the

corporate governance code (the “Italian CGC”) has been issued by Borsa Italiana S.p.A., applicable (starting from January

2021) to all companies with shares listed on the Euronext Milan (formerly, Mercato Telematico Azionario, or MTA).

As of December 31, 2022, the Company’s corporate governance structure is substantially in line with all the

principles and recommendations set forth in the Italian CGC, especially due to the fact that the Company has adopted, and

complies with, the Dutch Corporate Governance Code, which contains principles and best practice provisions largely similar

to those highlighted in the Italian CGC, exception being made for the following:

a)The independent Chair of the Board of Directors cannot chair the control and risk committee (Article 2,

Recommendation no. 7 of the Italian CGC).

Our Senior Non-Executive Director and Chair of the Board of Directors, Mr. Duca, is also the Chairperson of the

Audit Committee, which is not in line with best practice provision under Article 2, Recommendation no. 7 of the Italian

CGC. The Company believes that Mr. Duca, in light of his extensive experience with audits and his knowledge in this

respect, brings a valuable contribution to the Audit Committee and therefore believes it is in Ferrari’s best interest and

appropriate for Mr. Duca to chair the Audit Committee.

b)In large companies, the Board of Directors expresses its guidelines on the maximum number of offices that can be

considered compatible with an effective performance and the time commitment required by the role of the directors. The

relevant offices are those held in corporate bodies of other listed companies or of companies having a significant size

(Article 3, Recommendation no. 15 of the Italian CGC)

Applicable Dutch corporate law already expressly regulates the maximum number of offices that may be held by

directors. Pursuant to Dutch law, persons may not be appointed as non-executive Directors if such persons are non-executive

director, member of the supervisory board or other similar bodies for five or more (Dutch) companies of a certain size and

such persons cannot be appointed as executive Directors if such persons are non-executive director at more than two other

(Dutch) companies of a certain size or if such person is the chairperson of the board of supervisors or the one tier board of

another (Dutch) company of a certain size. Ferrari is compliant with the abovementioned Dutch limits.

c)In large companies, the Board of Directors elaborates, with the support of the nomination committee, a plan for the

succession of the Chief Executive Officer and executive directors by identifying, at least, the procedures to be followed in the

event of an early termination of office (Article 4, Recommendation no. 24 of the Italian CGC)

The Company’s Board of Directors believes that the members of the Board of Directors itself – chosen and

appointed on the basis of their respective expertise, level of professionalism and knowledge of the Company’s business –

would be capable to carry out (in the absence, due to early termination of the office, of the Chief Executive Officer and/or

any other executive officer) the ordinary business of the Company until the appointment, by the competent corporate body, of

the new Chief Executive Officer and/or other executive officer(s).

Further, the Company’s Board of Directors believes that the decision whether to adopt a succession plan shall be

further analysed bearing in mind the sensitivity of the topic.

Furthermore, the Company believes that the overall system of delegated powers adopted by the Company is

sufficient to mitigate the risk of a vacancy for an executive Director or a senior manager and ensure the continuity of the

Company’s business. The overall system of delegated powers adopted by the Company already includes a succession plan for

the top management which in the Company is represented by the Ferrari Leadership Team. The Company believes that the

above measures help the Company achieving the objective underlying the Code’s principles and in any case contributes to

good corporate governance. Finally, it should be noted that the Company’s Board of Directors has already defined a

procedure to be applied for the appointment of, at least, the Chief Executive Officer, which provides for, inter alia, the

involvement of, inter alia, a specific committee (i.e., the CEO Search Committee), who will assist the ESG Committee with

selecting a new candidate for this office.

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Exchange Controls

Under Dutch law, there are no exchange control restrictions on investments in, or payments on, the Ferrari common

shares. There are no special restrictions in the Ferrari Articles of Association or Dutch law that limit the right of shareholders

who are not citizens or residents of the Netherlands to hold or vote the Ferrari common shares.

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REPORT OF THE NON-EXECUTIVE DIRECTORS

Introduction

This is the report of the non-executive Directors of the Company over the financial year 2022, as referred to in best

practice provision 5.1.5 of the Dutch Corporate Governance Code, and it provides further information on the performance of

the non-executive Directors’ duties throughout 2022.

It is the responsibility of the non-executive Directors to supervise the policies carried out by the executive Directors

and the general affairs of the Company and its affiliated enterprise, including the implementation of the strategy of the

Company regarding long-term value creation. Inter alia, non-executive Directors should focus on the effectiveness of the

Company’s internal risk management and control systems and the integrity and quality of the financial reporting. It is also the

responsibility of the non-executive Directors to determine the remuneration of the executive Directors and to nominate

candidates for the Director appointments. In so doing, the non-executive Directors act solely in the interest of the Company.

With a view of maintaining supervision on the Company, the non-executive Directors regularly discuss Ferrari’s long-term

business plans, the implementation of such plans and the risks associated with such plans with the executive Directors.

According to the Articles of Association, the Board of Directors is a single board and consists of three or more

members, comprising both members having responsibility for the day-to-day management of Ferrari (executive Directors)

and members not having such day-to-day responsibility (non-executive Directors). The tasks of the executive and non-

executive Directors in a one-tier board such as the Company’s Board of Directors may be allocated under or pursuant to the

Articles of Association, provided that the general meeting of shareholders has stipulated whether such Director is appointed

as executive or as non-executive Director and furthermore provided that the task to supervise the performance by the

Directors of their duties can only be performed by the non-executive Directors. Regardless of an allocation of tasks, all

Directors remain collectively responsible for the proper management and strategy of the Company (including supervision

thereof in case of non-executive Directors).

Details of the current composition of the Board of Directors, including the non-executive Directors, and its

committees are set forth in the section “Board of Directors”.

Supervision by the non-executive Directors

The non-executive Directors supervise the policies carried out by the executive Directors and the general affairs of

the Company and its affiliated enterprise. In so doing, the non-executive Directors have also focused on the effectiveness of

the Company’s internal risk management and control systems, the integrity and quality of the financial reporting and Ferrari’s

long-term business plans, the implementation of such plans and the risks associated.

The non-executive Directors also determine the remuneration of the executive Directors and nominate candidates for

the Director appointments. Furthermore, the Board of Directors may allocate certain specific responsibilities to one or more

individual Directors or to a committee comprised of eligible Directors of the Company and subsidiaries of the Company. In

this respect, the Board of Directors has allocated certain specific responsibilities to the Audit Committee, the Compensation

Committee and the ESG Committee. Further details on the manner in which these committees have carried out their duties,

are set forth in the sections “The Audit Committee”, “The Compensation Committee” and “The ESG Committee”.

The non-executive Directors supervised the adoption and implementation of the strategies and policies by the Group,

reviewed this annual report, including the Compensation Report and the Group’s financial results, received updates on legal

and compliance matters and they have been regularly involved in the review and approval of transactions entered into with

related parties. The non-executive Directors have also reviewed the reports of the Board of Directors and its committees and

the recommendations for the appointment of Directors.

Meetings and attendance

During 2022, there were four meetings of the Board of Directors. The average attendance at those meetings was

97.50 percent. Members of the FLT were invited to give presentations to the Board of Directors. Portions of these meetings

took place with the participation of the non-executive Directors only, without the executive Directors or any other attendees

being present, in order for the non-executive Directors to independently review and discuss certain matters. In addition, the

Senior Non-Executive Director and the Chief Executive Officer held regular one-to-one meetings to discuss progress and key

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topics. Members of the Board of Directors had contact with various levels of management to ensure that they remained well-

informed about the Company’s operations. All non-executive Directors set aside adequate time to give sufficient attention to

the Company’s matters.

An overview of the attendance of the individual Directors per meeting of the Board of Directors and its committees set out

against the total number of such meetings is set out below:


Name	Meeting Board of Directors	Audit Committee	ESG Committee	Compensation Committee
John Elkann	4/4		1/1
Benedetto Vigna(1)	4/4


Piero Ferrari	4/4			1/1
Sergio Duca	4/4	6/6
Delphine Arnault	3/4		0/1
Francesca Bellettini	4/4	5/6

Eddy Cue	4/4		1/1	1/1
John Galantic	4/4			1/1
Maria Patrizia Grieco	4/4	6/6
Adam Keswick	4/4

______________

(1)Mr. Benedetto Vigna was designated as Chief Executive Officer by the Board of Directors as of April 13, 2022 and was previously Acting Chief

Executive Officer since September 16, 2021.

Board focus

During these meetings, key topics discussed were, amongst others: the Group’s strategy, the Group’s financial

results and reporting, sustainability, acquisitions and divestments, executive compensation, technological developments, risk

management, updates on legal and compliance, risk management, human resources with the Head of Human Resources,

implementation of the Remuneration Policy and the Compensation Report. The non-executive Directors were actively

involved in the process of reviewing strategic and growth projects for the Company.

Independence of the non-executive Directors

The non-executive Directors are required by Dutch law to act solely in the interest of the Company. The Dutch

Corporate Governance Code stipulates the corporate governance rules relating to the independence of non-executive

Directors and requires under most circumstances that a majority of the non-executive Directors be “independent.”

Currently, eight out of eight non-executive Directors are considered to be independent under the NYSE definition

while seven non-executive Directors are considered to be independent under the Dutch Corporate Governance Code given the

right of usufruct Mr. Pierro Ferrari holds over shares (including the right to exercise the voting rights of such shares) held by

Trust Piero Ferrari (as described in this Annual Report). Mr. Sergio Duca, the Senior Non-Executive Director of the Board of

Directors, is independent under the Dutch Corporate Governance Code in accordance with best practice provision 2.1.9 of the

Dutch Corporate Governance Code.

Ferrari is of the opinion that the independency requirements as referred to in best practice provision 2.1.10 of the

Dutch Corporate Governance Code are met by the Company.

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Evaluation by the non-executive Directors

The non-executive Directors are responsible for supervising the Board of Directors and its committees, as well as the

individual executive and non-executive Directors, and are assisted by the ESG Committee in this respect. Each year, the

Board of Directors formally assesses its performance, including with respect to its composition, diversity and how effectively

its members work together, with the aim of helping to improve the effectiveness of the functioning of the Board of Directors

and its committees.

In accordance with the ESG Committee Charter, the ESG Committee assists and advises the Board of Directors with

respect to periodic assessment of the performance of individual Directors. In this respect, the ESG Committee has, amongst

others, the duties and responsibilities to review annually the Board of Directors’ performance and the performance of its

committees and to review each Director’s continuation on the Board of Directors at appropriate regular intervals as

determined by the ESG Committee.

In 2022, the ESG Committee’s periodic assessments took place during the meeting held on February 23. During that

meeting, the ESG Committee focused on the results of the periodic assessments and the performance of the Board of

Directors, its committees and the individual Directors, keeping also into account the self-assessment prepared by each

Director. During such meeting and on the basis of such evaluations, the ESG Committee dealt also with the directors’

nomination process, the assessment of Directors’ qualifications, the size and composition of the Board of Directors and its

committees, as well as the recommendations for Directors’ election, in which the outcome of the evaluations has been

reflected.

The non-executive Directors have been regularly informed by each committee as referred to in best practice

provision 2.3.5 of the Dutch Corporate Governance Code and the conclusions of those committee were taken into account

when drafting this report of the non-executive Directors.

The non-executive Directors were able to review and evaluate the performance of the Audit Committee, the ESG

Committee and the Compensation Committee based on the assessments made by the ESG Committee. The self-assessment of

the Committees were also discussed by the Board of Directors. The outcome of the evaluations is that there is no need to

amend the size or composition of the Audit Committee, the ESG Committee and the Compensation Committee, nor is there

any reason to amend their charters on this basis. Further details on the manner in which these committees have carried out

their duties, are set forth in sections “The Audit Committee”, “The Compensation Committee” and “The ESG Committee”.

On the basis of the preparations by the ESG Committee, the non-executive Directors were able to review the Board

of Director’s assessments, the individual Directors’ assessments and the recommendation for Directors’ election. The Board

of Directors concluded that each of the Directors continues to demonstrate commitment to its respective role in the Company.

Also, pursuant to the Compensation Committee Charter, the Compensation Committee implements and oversees the

remuneration policy as it applies to non-executive Directors, executive Directors and senior officers reporting directly to the

executive Directors. The Compensation Committee administers all the equity incentive plans and the deferred compensation

benefits plans. On the basis of the assessments performed, the non-executive Directors determine the remuneration of the

executive Directors and nominate candidates for the Director appointments.

The non-executive Directors have supervised the performance of the Audit Committee, the Compensation

Committee and the ESG Committee.

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RESPONSIBILITIES IN RESPECT TO THE ANNUAL REPORT

The Board of Directors is responsible for preparing the Annual Report, inclusive of the Consolidated and Company

Financial Statements and Board Report, in accordance with Dutch law and International Financial Reporting Standards as

issued by the International Accounting Standards Board and as adopted by the European Union (IFRS).

In accordance with Section 5:25c, paragraph 2 of the Dutch Financial Supervision Act, the Board of Directors states

that, to the best of its knowledge, the Consolidated and Company Financial Statements prepared in accordance with IFRS as

adopted by the European Union provide a true and fair view of the assets, liabilities, financial position and profit or loss for

the year of the Company and its subsidiaries and that the Board Report provides a true and a fair view of the performance of

the business during the financial year and the position at the balance sheet date of the Company and its subsidiaries, together

with a description of the principal risks and uncertainties that the Company and the Group face.

February 24, 2023

Board of Directors

John Elkann

Benedetto Vigna

Piero Ferrari

Sergio Duca

Delphine Arnault

Francesca Bellettini

Eddy Cue

John Galantic

Maria Patrizia Grieco

Adam Keswick

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Non Financial Statement

Ferrari Group

About Ferrari