Ermenegildo Zegna N.V.

In this report, the terms the“Company” refer to the Registrant, Ermenegildo Zegna N.V., a Dutch public limited liability company (naamloze vennootschap), and the terms“Ermenegildo Zegna Group” and the“Group” refer to the Company together with its consolidated subsidiaries. Unless otherwise specified, the terms“we” “our” and“us” refer to the Group or the Company, as the context may require.

In this report:

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

“Articles of Association” means the articles of association of the Company.

“Audit Committee” means the audit committee of the Board.

“Board” means the Company’s board of directors.

“Board Regulations” means the regulations of the Board, as amended or supplemented from time to time.

“Business Combination” means the business combination between the Company and IIAC, which was completed on December 17, 2021.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of July 18, 2021, by and among IIAC, the Company, and Zegna Merger Sub, as amended or supplemented from time to time.

“Closing”means the closing of the Business Combination, which occurred on December 17, 2021.

“Compensation Committee” means the compensation committee of the Board.

“Conversion” means the cross-border conversion whereby, on December 17, 2021, the Company, by means of the execution of a Dutch notarial deed of cross-border conversion and amendment of its articles of association, converted into a Dutch public limited liability company (naamloze vennootschap) and transferred its legal seat from Italy to the Netherlands and amended its articles of association, as a result of which the Company assumed its current legal name “Ermenegildo Zegna N.V.”

“DCGC” means the Dutch Corporate Governance Code.

“Director”means an Executive Director or a Non-Executive Director.

“Disposition” has the meaning set forth in“Item 5.A—Operating Results—Trends, Uncertainties and Opportunities—Disposition of certain businesses.”

“DOSs” means directly operated stores.

“DTC” means direct-to-consumer, it refers to the retail channel which includes directly managed full price boutiques, outlets and the online business.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Director” means an executive member of the Board.

“General Meeting” means the corporate body that consists of the shareholders of the Company and all other Persons with meeting rights and also the meeting in which shareholders of the Company and all other Persons with meeting rights assemble, as the case may be.

“Governance and Sustainability Committee” means the governance and sustainability committee of the Board.

“Hedged Positions” means the hedging positions and arrangements that effectively transfer the economic interest of any member of the Sponsor Group in the Company to a third party (e.g., forward sale contracts); provided, that the definition of “Hedged Positions” shall not include hedging positions and arrangements (a) in which the economic interest of any member of the Sponsor Group in the Company is retained (e.g., pledges and margin loans), (b) that minimize exposure to certain risks independent of the business operations of the Company (e.g., currency exchange swaps) or (c) that marginally cap or limit the upside/downside risk of any member of the Sponsor Group while maintaining material economic exposure (e.g., puts, calls and collars), as determined in good faith by the Board and such member of the Sponsor Group.

“IIAC” means Investindustrial Acquisition Corp., a Cayman Islands exempted company.

“IIAC Initial Shareholders” means Strategic Holding Group S.à.r.l., Sergio P. Ermotti, Audeo Advisors Limited, Jose Joaquin Guell Ampuero, Dante Roscini and Tensie Whelan.

“IIAC Sponsor” means Investindustrial Acquisition Corp. L.P., a limited partnership incorporated in England and Wales.

“Lead Non-Executive Director” means the Director serving as lead non-executive director.

“Loyalty Register” means the separate part of the Company’s shareholder register instrumental to the Company’s loyalty voting structure.

“Minimum Holding Requirement” means the beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) by the Sponsor Group, of at least 5% of the issued and outstanding Ordinary Shares, excluding any Hedged Positions as evidenced by the IIAC Sponsor in writing.

“Monterubello” means Monterubello s.s., an Italian società semplice.

“Non-Executive Director” means a non-executive member of the Board.

“NYSE” means the New York Stock Exchange.

“Ordinary Shares” means the ordinary shares, nominal value €0.02 per share, of the Company.

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

“Registration Rights Agreement” means the registration rights agreement entered into at Closing, pursuant to which the IIAC Initial Shareholders and the Zegna Initial Shareholders have been granted certain registration rights with respect to their respective equity securities in the Company, in each case, on the terms and subject to the conditions in such registration rights agreement.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Management Team” meansthe Group’s senior management.

“Shareholders Agreement” means the shareholders agreement entered into at Closing by and among the Company, the IIAC Sponsor, Monterubello and Gildo Zegna.

“Special Voting Shares” means, collectively, the Special Voting Shares A, the Special Voting Shares B and the Special Voting Shares C.

“Special Voting Shares A” means the special voting shares class A, nominal value of €0.02 per share, of the Company.

“Special Voting Shares B” means the special voting shares class B, nominal value of €0.08 per share, of the Company.

“Special Voting Shares C” means the special voting shares class C, nominal value of €0.18 per share, of the Company.

“Sponsor Group” means the IIAC Sponsor together with its Affiliates.

“Sponsor Nominee” means the Non-Executive Director to be nominated by the IIAC Sponsor in accordance with the Articles of Association.

“Temasek”means Venezio Investments Pte. Ltd., a Singaporean limited liability company.

“Temasek Investor Rights Agreement” means that certain Share Purchase and Investor Rights Agreement, dated as of July 28, 2025, by and between Temasek and the Company.

“Temasek Lock-Up End Date” means July 30, 2028.

“Temasek Minimum Holding Requirement” means the beneficial ownership by Temasek of at least 7.5% of the total issued and outstanding Ordinary Shares at any given time.

“Temasek Registration Rights Agreement” means that certain registration rights agreement, dated as of July 28, 2025, by and between Temasek and the Company.

“Terms and Conditions of the Special Voting Shares”means the terms and conditions that apply to the issuance, allocation, acquisition, conversion, sale, holding, repurchase and transfer of the Special Voting Shares and certain aspects of the registration of the Ordinary Shares in the Loyalty Register.

“TFI” means Tom Ford International LLC.

“TFI Acquisition”means the acquisition of TFI, as further described in“Item 4.A—History and Development of the Company—TFI Acquisition.”

“Zegna Initial Shareholders” means, collectively, Monterubello, Ermenegildo (Gildo) Zegna and the other shareholders of Zegna immediately prior to the Closing.

“Zegna Merger Sub” means EZ Cayman, a Cayman Islands exempted company.

NOTE ON PRESENTATION

This document includes the consolidated financial statements of Ermenegildo Zegna N.V. at December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, prepared in accordance with the IFRS®Accounting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (the “IASB”), as well as IFRS Accounting Standards as adopted by the European Union. There is no effect on these consolidated financial statements resulting from differences between IFRS Accounting Standards as issued by the IASB and IFRS Accounting Standards as adopted by the European Union. We refer to these consolidated financial statements collectively as the“Consolidated Financial Statements.”

Basis of Preparation of the Consolidated Financial Statements

The Group’s financial information is presented in Euro. In certain 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,” “US$” and “$” refer to the currency of the United States of America (the“United States”).

The language of this document 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.

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