Procedure for participation and vote by proxy exclusively through the Representative Appointed

Those entitled to exercise voting right shall participate at the Shareholders’ Meeting and exercise the voting right only through the representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58/1998 and subsequent amendments (“TUF”), identified in Computershare S.p.A. (hereinafter the “Appointed Representative” or “Computershare”).

The proxy to the Appointed Representative can be conferred:

• pursuant to Article 135-undecies of the TUF, directly by the person holding the voting right (the “Proxy 135-undecies”), by filling in and signing the specific form, prepared by said Appointed Representative, in agreement with the Company, called “Proxy Form 135-undecies”;
• or, in derogation of Article 135-undecies, paragraph 4 of the TUF, by the person holding the voting right or the person delegated by the latter pursuant to Article 135-novies of the TUF (the “Proxy/Sub-proxy 135-novies”), by filling in and signing the specific form, prepared by said Appointed Representative, in agreement with the Company, called “Proxy/Sub-proxy Form 135-novies”;
  (hereinafter the Proxy 135-undecies and the Proxy/Sub-proxy 135-novies, together, the “Proxy to the Appointed Representative” and the Proxy Form 135-undecies and the Proxy/Sub-proxy Form 135-novies, together, the “Proxy Form to the Appointed Representative”).

The conferral of the Proxy to the Appointed Representative does not involve expenses, with the exception of transmission or shipping expenses. 

The Proxy Forms to the Appointed Representative will be available from Wednesday February 28, 2024 from the Company’s registered office and on:

The Proxy to the Appointed Representative can also be conferred via a digital document with electronic signature.

The Proxy Form to the Appointed Representative must be sent to the Appointed Representative, accompanied by the voting instructions for all or some of the items on the agenda, through one of the following alternative methods:

Together with the Proxy Form to the Appointed Representative, the delegating person or the sub-delegating person must send a copy of a valid identity document and, if a legal entity, also evidence of the powers of representation (copy of chamber of commerce search, power of attorney or other appropriate deed).

The transmission of the Proxy to the Appointed Representative with methods and terms different than those mentioned above, as well as the only use of ordinary mail service, will not ensure to the delegating person or the sub-delegating person the correct submission of the Proxy to the Appointed Representative. 

The Proxy 135-undecies, with the associated voting instructions and the related documents, must be received by the Appointed Representative by the end of the second stock market trading day before the Shareholders’ Meeting (and therefore by Monday March 25, 2024). The Proxy 135-undecies and voting instructions can be revoked by means of a written declaration, issued with the same methods, by the same deadline as above.

The Proxy/Sub-proxy 135-novies, with the associated voting instructions and the related documents, must be received by Tuesday March 26, 2024 at 12:00 p.m., without prejudice to the fact that Computershare may accept the Proxies/Sub-proxies 135-novies and/or voting instructions including after the above-mentioned term and until the opening of Shareholders’ Meeting proceedings. The Proxy/Sub-proxy 135-novies and the associated voting instructions can be revoked by means of a written statement, provided with the same methods, within the opening of the Shareholders’ Meeting proceedings. 

The Proxy to the Appointed Representative is not effective with regards to proposals for which voting instructions have not been conferred.

It should be noted that, in the event unknown circumstances are verified, or in the event of an amendment or addition to the proposals presented at the Shareholders’ Meeting, Computershare, as Appointed Representative, cannot be authorised to express a vote inconsistent with that indicated in the instructions received.

It should also be noted that no provision is made for expressing a vote electronically or by correspondence.

The Appointed Representative will be available for clarifications or information through the Help Desk number 02-46776829/14, as well as at the email address ufficiomi@computershare.it.