PRESENTACIÓN, ANÁLISIS Y DISCUSIÓN

The following table sets forth information with respect to the beneficial ownership of each Shareholder, or group of affiliated Shareholders, we know to own 3% or more of Ferrari’s issued and outstanding(1)_share capital as of the date of this Prospectus.

Shareholder

Amount of share capital Owned

Percentage of voting rights Number / class of shares

Percentage of share

capital

Exor S.P.A. (Exor)(2) _{44,435,280 Common Shares and}

37,580,387 Special Voting Shares

ca. 23.5% ca. 33.4%

Piero Ferrari(3) _{18,892,160 Common Shares and}

18,892,160 Special Voting Shares

ca. 10% ca. 15.4%

Public shareholders 125,596,059 Common Shares and

25,071 Special Voting Shares

ca. 66.5% ca. 51.2%

(1) The percentages of share capital and voting rights set out in this table may slightly differ from the percentages of share capital and voting rights included in the public register held by the AFM of all notifications made pursuant to the disclosure obligations under chapter 5.3 of the AFS, such, inter alia, because any shares held in treasury by Ferrari will be counted also in the relevant numerators for purposes of the AFS disclosure obligations, although such treasury shares cannot be regarded to be part of Ferrari’s “outstanding share capital” and therefore have not been taken into consideration for the calculations of the percentages of share capital and voting rights set out in this table.

(2) Exor is in turn controlled by Giovanni Agnelli e C. S.a.p.az, which holds 51.39 percent of its share capital. G.A. is a limited partnership with interests represented by shares (Societa’ in Accomandita per Azioni), founded by Gianni Agnelli and currently held by members of the Agnelli and Nasi families, descendants of Giovanni Agnelli, founder of Fiat S.p.A.

(3) Exor and Piero Ferrari have informed Ferrari that they have entered into the Shareholders Agreement in respect of their shareholdings in Ferrari, which entered into force upon the Separation becoming effective and prior to the admission to listing and trading of the Common Shares on the MTA. For more information reference is made is made to the section “Shareholders Agreement” below.

All Shareholders have the same voting rights with respect to the Common Shares and the Special Voting Shares.

Related party transactions

For information regarding related party transactions, please see page 145 up to and including page 146 of the Form F-1 under “Related Party Transactions” and Note 25 of the Interim Condensed Consolidated Financial Statements and Note 27 of the Annual Consolidated Financial Statements.

Between September 30, 2015 and the date of this Prospectus, neither Ferrari (and its legal predecessors) nor any of its subsidiaries has conducted any significant transaction with related parties, other than in the ordinary course of business as described on page 145 up to and including page 146 of the Form F-1 under “Related Party Transactions”.

Shareholders Agreement

Exor and Piero Ferrari have informed Ferrari that they have entered into the Shareholders Agreement, which entered into force upon the Separation becoming effective and prior to the admission to listing and trading of the Common Shares on the MTA. Ferrari is not a party to the Shareholders Agreement and does not have any rights or obligations under it. Below is a summary of the main elements of the Shareholders Agreement.

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, 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.

AFS mandatory offer rules—acting in concert

Exor and Piero Ferrari acknowledge and agree that the Dutch public offer rules as laid down in the AFS will as of January, 4 2016 i.e. the date that trading in the Common Shares on the MTA commences be applicable to Ferrari and the Shareholders. As – upon the Separation becoming effective – (i) Exor individually, and Exor and Piero Ferrari combined, will pursuant to their shareholding in Ferrari have a voting interest of more than 30% prior to the first trading date on the MTA and (ii) Exor individually, as well as Exor and Piero Ferrari combined, will continue to have a voting interest of more than 30% on the first trading date on the MTA, Exor individually, and Exor and Piero Ferrari combined in light of the agreements described in the section

“Consultation” above, will be deemed to then have a controlling influence (overwegende zeggenschap,

Controlling Influence) over Ferrari within the meaning of article 1:1 of the AFS and in this respect both parties have agreed to remain qualified as concert parties (in overleg handelende personen) as per the first trading date on the MTA. On this basis, Exor individually and Exor and Piero Ferrari combined, as well as their ultimate controlling persons, will benefit from the exemption from the Dutch mandatory offer requirement as laid down in article 5:71 sub 1(i) of the AFS.

Pre-emption right in favor of Exor and right of first offer of Piero Ferrari

In the event that Piero Ferrari intends to transfer (in whole or in part) his Common Shares or he receives a third party offer for the acquisition of all or part of his Common Shares, he shall promptly deliver to Exor a written sale notice,inter alia, specifying the number of Common Shares which he intends to transfer and the price per Common Share of the proposed transaction, and Exor shall have the right to purchase all (but not less than all) of the Common Shares Piero Ferrari intends to transfer at the price specified in Piero Ferrari’s written sale notice.

In the event Exor intends to transfer (in whole or in part) its Common Shares to a third party, either solicited or unsolicited, Exor shall give to Piero Ferrari a written notice of the number of Common Shares Exor intends to transfer and Piero Ferrari shall have the right to make a binding, unconditional and irrevocable all cash offer for the purchase of such Common Shares by delivering a written notice to Exor,inter alia, indicating the price offered for the purchase of these Common Shares. If Exor does not accept the offer of Piero Ferrari, Exor shall be entitled to pursue the transfer of the relevant Common Shares to any third party, subject to certain conditions. It is noted that if Exor does accept the offer of Piero Ferrari and as a result of such purchase Piero Ferrari will, individually, have a voting interest of 30% or more in Ferrari, the Dutch mandatory offer

requirement will not apply to him given that he will have continued to have a Controlling Influence over Ferrari (be it individually instead of combined and in concert with Exor).

The above-mentioned pre-emption right and right of first offer will not apply in case of transfers of Common Shares: (i) with respect to any party to the Shareholders Agreement, to a party which falls within the definition of “Loyalty Transferee” (as defined in the Articles of Association) of any such party, (ii) with respect to Exor, to any affiliate of Giovanni Agnelli e C. S.a.p.az., to a successor in business of Giovanni Agnelli e C. S.a.p.az. and to any affiliate of a successor in business of Giovanni Agnelli e C. S.a.p.az., and (iii) with respect to 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 shall not apply in relation to, and Piero Ferrari shall be free and allowed to carry out, market sales to third parties of his Common Shares which in the aggregate do not exceed, during the whole period of validity of the Shareholders Agreement, 0.5% of the number of Common Shares owned by Piero Ferrari upon the

Separation becoming effective.

Term

The Shareholders Agreement entered into force on the Separation becoming effective on January 3, 2016, prior to the first trading date of the Common Shares on the MTA and shall remain in full force and effect

until the fifth anniversary of the effective date of the Separation, provided that if neither of the parties to the Shareholders Agreement serves on the other a written notice of termination of the Shareholders Agreement, then the Shareholders Agreement shall be renewed automatically for another five year period.

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 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.

12 ADMISSION TO LISTING AND METHOD OF TRADING