Zegna Investor Presentation Deck slide image

Zegna Investor Presentation Deck

RISK FACTORS All references to "Zegna" refer to the business of Ermenegildo Zegna Holditalia S.p.A. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of Zegna and to the contemplated business combination and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in the Registration Statement on Form F-4 filed by Zegna with the SEC on August 28, 2021 (which Registration Statement has not yet been declared effective by the SEC), and any future documents filed or furnished by Zegna and Investindustrial Acquisition Corp. ("IIAC") with the United States Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the proposed transactions between Zegna and IIAC. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Zegna and IIAC and the proposed transactions between Zegna and IIAC, and may differ significantly from and be more extensive than those presented below. The risks described below are not the only ones that Zegna faces. Additional risks that Zegna currently does not know about or that it currently believes to be immaterial may also impair Zegna's business, financial condition or results of operations. You should review the investor presentation and perform your own due diligence prior to making an investment in Zegna or IIAC. Zegna's business is highly dependent on the recognition, integrity and reputation of its brands. Zegna's success depends on its ability to anticipate trends and to identify and respond to new and changing consumer preferences. Zegna is subject to risks related to the COVID-19 pandemic or similar public health crises that may materially and adversely affect its business. Zegna operates in many countries around the world and, accordingly, is exposed to various international business, regulatory, social and political risks. Developments in Greater China and other growth and emerging markets may adversely affect Zegna's business. Failure to implement Zegna's strategy could adversely affect its results of operations. Zegna depends on its manufacturing and logistics facilities, which are subject to disruption. Zegna is subject to certain risks related to the sale of its products through our retail channel and its directly operated stores. In the wholesale channel, Zegna is subject to certain risks arising from points of sale operated by third parties, and it is dependent on its joint venture partners and franchisees to sell its products in certain markets. Fluctuations in the price or quality of, or disruptions in the availability of, raw materials used in Zegna's products could cause it to incur increased costs, disrupt its manufacturing processes or prevent or delay Zegna from meeting customers' demands. Zegna could be adversely affected if it is unable to negotiate, maintain or renew its license agreements and strategic alliances. Zegna's business is dependent on tourist traffic and demand. Zegna's business success is dependent on certain key personnel. Zegna is dependent on highly specialized craftsmanship and craftsmanship skills. Zegna is dependent on the protection of its intellectual property rights. A disruption in Zegna's information technology, including as a result of cybercrimes, could compromise confidential and sensitive information. Zegna is subject to certain risks related to related party transactions. Zegna is exposed to currency related risks and credit risk. The markets in which Zegna operates are highly competitive. Global economic conditions and macro events may adversely affect Zegna. Zegna is subject to legal and regulatory risk. Changes in tax, tariff or fiscal policies could adversely affect demand for Zegna's products. Changes to taxation or the interpretation or application of tax laws could have an adverse impact on Zegna's results of operations and financial condition. Zegna currently benefits or seeks to benefit from certain special tax regimes, which may not be available in the future. Zegna's management team has limited experience managing a public company. IIAC's founders, directors, officers, advisors and their affiliates may elect to purchase IIAC Class A ordinary shares or IIAC warrants from public shareholders, which may influence the vote on the business combination and reduce the public "float" of IIAC's Class A ordinary shares. The ability of IIAC's shareholders to exercise redemption rights with respect to a large number of outstanding IIAC Class A ordinary shares could increase the probability that the business combination would not occur. The parties may be unable to successfully or timely consummate the business combination. Prior to the closing of the business combination, uncertainties about the transaction may cause a loss of key management personnel and other key employees. Prior to the closing of the business combination, uncertainties about the transaction may cause third parties to delay or defer decisions concerning Zegna or seek to change existing arrangements. The parties expect to incur significant transaction costs in connection with the business combination. Fluctuations in foreign currency exchange rates could result in currency transaction losses that negatively impact Zegna's financial result and the anticipated transaction uses and sources. Ermenegildo Zegna Group CONFIDENTIAL 61
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