Proxy Solicitation & Information Statement • Sep 10, 2024
Proxy Solicitation & Information Statement
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| I, the undersigned (signing person1), | |||
|---|---|---|---|
| Name*………………………………………………. | Surname*……………………………………….… | ||
| Born in*…………………………………………… |
on* ……………………………………………… |
||
| Resident in……………………………….… at………………………………………………………… | |||
| Tax code |
……………………………………………………………………………………………… | ||
| Valid identity document (attach a copy hereto) …………………………………………………. | |||
| No. ………….…………… |
(tick the box that applies)
| | party holding voting rights attributed by No.* …………………… Aquafil S.p.A. shares ISIN | ||||
|---|---|---|---|---|---|
| ……………………… in my capacity as (tick the box that applies)* | |||||
| □ shareholder | □ pledgee | □ contango broker | |||
| □ usufructuary | □ custodian | ||||
| □ manager | □ other (specify) ……………… | ||||
| | legal representative or person duly entrusted with powers of attorney (name of the legal | ||||
| entity | holding | voting rights2)* |
|||
| ……………………………………………………………………………………….… | with registered |
||||
| office in …………………………………… at ……………………………………………….………. Tax code ………………………………………… (a copy of the documents attesting the powers of attorney shall be attached hereto) holding voting rights attributed by No.* …………………. Aquafil S.p.A. shares ISIN ……………………… in my capacity as (tick the |
|||||
| box that applies)* | |||||
| □ shareholder | □ pledgee | □ contango broker | |||
| □ usufructuary | □ custodian | ||||
| □ manager | □ other (specify) ……………… | ||||
| as per notice (pursuant to Article 83-sexies of TUF) No. ………………………… submitted by | |||||
| the intermediary |
……………………………………………………………………………… ABI |
||||
| ……………… CAB ……………… |
1 Specify the name and surname (as it appears in the copy of the notice for attending the Shareholders' Meeting, pursuant to Article 83-sexies of Italian Legislative Decree No. 58/1998) or the legal representative of the legal entity. 2 Specify the name of the legal entity as it appears in the copy of the notice for attending the Shareholders' Meeting, pursuant to Article 83-sexies of TUF.

1. Appointment of a Director to integrate the Board of Directors pursuant to Article 2386 of the Italian Civil Code. Relevant and ensuing resolutions
□ FOR □ AGAINST □ ABSTAIN
with regard to the proposal included in the Directors' Illustrative Report (a)
□ FOR □ AGAINST □ ABSTAIN
with regard to the proposal of the Shareholder (a) (b)3
1. Proposal to carry out a divisible increase of the Company's share capital, against payment, on one or more occasions, including in one or more tranches, for a maximum amount of €40,000,000.00, including any share premium, by issuing ordinary shares and B Shares with characteristics similar to those of outstanding shares, to be offered with option rights to entitled parties under Article 2441, paragraph 1, of the Italian Civil Code. Ensuing amendment of Article 5 of the By-laws. Relevant and ensuing resolutions
□ FOR □ AGAINST □ ABSTAIN
with regard to the proposal included in the Directors' Illustrative Report (a)
□ FOR □ AGAINST □ ABSTAIN
with regard to the proposal of the Shareholder (a) (b)
2. Proposal to vest the Board of Directors with the delegated powers, pursuant to Article 2443 of the Italian Civil Code, to carry out a divisible or not-divisible increase of the Company's share capital, against cash payment, on one or more occasions, including in one or more tranches, valid until December 31, 2025 and for a maximum amount of €40,000,000.00, including any share premium, without option rights pursuant to Article 2441, paragraphs 5 and 6, of the Italian Civil Code, in addition to powers to define the terms and conditions of the capital increase, in compliance with any applicable laws and regulatory provisions in force. Ensuing amendment of Article 5 of the By-laws. Relevant and ensuing resolutions
□ FOR □ AGAINST □ ABSTAIN
with regard to the proposal included in the Directors' Illustrative Report (a)
□ FOR □ AGAINST □ ABSTAIN
with regard to the proposal of the Shareholder (a) (b)
3 (a) Failure to formulate a proposal by the Board of Directors or by the Shareholder indicated in this section shall be considered as a circumstance unknown and therefore in this case the voting instructions indicated in Section B shall apply.
(b) In favor of the proposal of the Shareholder, whose name must be indicated by the Proxy Granter regardless of the fact that the proposal has been submitted at the Shareholders' Meeting or pursuant to Article 126-bis of Legislative Decree No. 58/1998.

Pursuant to Article 143 of CONSOB Issuers' Regulation (Regulation No. 11971 of May 14, 1999) and it being understood that should no instructions be given, the vote already expressed shall be construed as confirmed, in the case of voting on amendments or additions to the proposals submitted to the Shareholders' Meeting, I, the undersigned, with reference to:
1. Appointment of a Director to integrate the Board of Directors pursuant to Article 2386 of the Italian Civil Code. Relevant and ensuing resolutions
| □ CONFIRM THE INSTRUCTIONS | □ REVOKE THE INSTRUCTIONS | |
|---|---|---|
| □ FOR (c)4__ | □ AGAINST | □ ABSTAIN |
1. Proposal to carry out a divisible increase of the Company's share capital, against payment, on one or more occasions, including in one or more tranches, for a maximum amount of €40,000,000.00, including any share premium, by issuing ordinary shares and B Shares with characteristics similar to those of outstanding shares, to be offered with option rights to entitled parties under Article 2441, paragraph 1, of the Italian Civil Code. Ensuing amendment of Article 5 of the By-laws. Relevant and ensuing resolutions
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS
□ FOR (c) □ AGAINST □ ABSTAIN
2. Proposal to vest the Board of Directors with the delegated powers, pursuant to Article 2443 of the Italian Civil Code, to carry out a divisible or not-divisible increase of the Company's share capital, against cash payment, on one or more occasions, including in one or more tranches, valid until December 31, 2025 and for a maximum amount of €40,000,000, including any share premium, without option rights pursuant to Article 2441, paragraphs 5 and 6, of the Italian Civil Code, in addition to powers to define the terms and conditions of the capital increase, in compliance with any applicable laws and regulatory provisions in force. Ensuing amendment of Article 5 of the By-laws. Relevant and ensuing resolutions
□ CONFIRM THE INSTRUCTIONS □ REVOKE THE INSTRUCTIONS
4 (c) Indicate if favorable to the proposal of the Board of Directors or to that of the Shareholder, whose name must be indicated by the Proxy Granter.

□ FOR (c) □ AGAINST □ ABSTAIN
__________________________ ________________________________
(Place and Date) (Signature of the Proxy Granter)

Shareholders are invited to read and accept the following provisions so as to ensure the proper exercising of voting rights by correspondence.
Shareholders should bear in mind that:
Voting by correspondence will be exercised directly by the person entitled and expressed separately for each of the motion proposals.
The ballot card must be signed by the person entitled to vote. In the case of joint ownership, the signature of all joint owners or the joint representative, if appointed, is required. In the case of entities, appropriate documentation shall be attached to prove the signatory's legitimacy to bind the entity (power of attorney); the insufficiency of such documentation may result, in the opinion of the Chair of the Shareholders' Meeting, in the ballot card not being taken into consideration for the purposes of establishing a quorum for the meeting or for voting purposes.
Ballot cards that are not signed by the person entitled will not be taken into consideration for the purposes of establishing a quorum for the meeting or for voting purposes.
The voter must fill out clearly and legibly the section of the ballot card relating to the identifiers, so as to allow for comparison with the data resulting from the notice for attending the Shareholders' Meeting pursuant to Article 83-sexies of Legislative Decree No. 58/1998 (the "notice") attached hereto; in the event of a mismatch, the ballot card shall not be taken into consideration for the purposes of establishing a quorum for the meeting or for voting purposes.
A single ballot card may be accompanied by several notices in the name of the same person entitled to vote. Voting shall be understood as having been unequivocally exercised with reference to the totality of the shares resulting from the notice(s) attached.
It is not permitted to vote by means of more than one ballot card with respect to the shares resulting from a single notice. Where such a circumstance occurs, the ballot cards will not be taken into account for voting purposes.
The ballot card and the notice(s) must reach the Company in a single sealed envelope. Should said documentation be sent in separate envelopes, the ballot card shall not be taken into consideration for the purposes of establishing a quorum for the meeting or for voting purposes.
The sealed envelope containing the ballot card and the notice(s) must be addressed to Segreteria Societaria, taking care to add the words 'vote by correspondence' on it. Dispatch through other offices of the Company is not permitted. In any case, the ballot card shall only be deemed received by the Company when it reaches the following address:
Aquafil S.p.A., FAO "Segreteria Societaria", via Linfano 9 38062 – Arco (Trento) – Italy
Otherwise, the ballot card cannot be taken into consideration for the purposes of the Shareholders' Meeting.
With reference to the proposed motions on the agenda of the Shareholders' Meeting, as indicated in the ballot card, the person entitled to vote has the right to express his/her vote by ticking the chosen box.
Pursuant to Article 138, paragraph 6, of Consob Regulation No. 11971/99, in relation to the proposals for motions for which voting instructions were not given, the shares will in any case be used to calculate whether a quorum has been reached to form the shareholders' meeting;

however, these shares will not be used in order to calculate majorities and the capital quota required to approve resolutions.
The vote may be revoked by making a written declaration brought to the awareness of the Company at least the day before the meeting or by declaration expressed by the interested party during the meeting.
In the event of ambiguous votes or votes that are otherwise difficult to interpret, the Chair of the Shareholders' Meeting shall assess, for voting purposes, whether to consider the ballot as a whole or with respect to the specific proposals.
Persons voting by correspondence shall be responsible for their statements on the ballot card and on the documentation enclosed in the envelope.
Please be advised, pursuant to Articles 13 and 14 of Regulation (EU) No. 679/2016 and applicable national legislation on the protection of personal data, that the data contained in the ballot card will be processed by Aquafil S.p.A. (the Data Controller) in accordance with the law and its confidentiality obligations, for the purposes of verifying that the shareholders' meeting has been properly constituted, establishing the identity and standing of those present and discharging the additional mandatory requirements and formalities relating to the general shareholders' meeting and the company. Providing data for these purposes is mandatory. Failure to provide data may entail refusal of admission to the General Shareholders' Meeting. The legal basis is compliance with the law (Articles 2370 et seq. of the Italian Civil Code) and the related and consequent formalities. The data in question may be disclosed to Aquafil S.p.A.'s employees and collaborators who are specifically authorized to process the same for the purposes specified above, either as Data Processors or Persons authorized to process data. The data may also be disclosed or notified to specific persons or parties, in performance of statutory or regulatory obligations including those arising pursuant to EU requirements, or instructions issued by oversight and supervisory bodies or other authorities empowered for such purpose under law. If the data subject to mandatory disclosure is not provided, it will not be possible for the Proxy Holder to attend the Shareholders' Meeting. Personal data regarding you or third parties (e.g., proxy-holders or their agents) (the "Personal Data") will be processed in accordance with the provisions of Data Protection Law, using paper, electronic or telematic instruments, according to logic strictly correlated with the stated purposes and, in any event, in a manner suited to ensuring its security and confidentiality in accordance with the Data Protection Law. For the purpose described above, Aquafil processes Personal Data including, without limitation, personal particulars (e.g., name, surname, address, date of birth, identity card and taxpayer identification number). The data subject may, at any time, obtain confirmation whether such data exists or not, be informed of the content and origin of the data and request that it be supplemented, updated or rectified (Articles 15 and 16 of GDPR). The data subject may also request erasure, limitation of processing, revocation of consent or data portability, as well as lodge complaints with the supervisory authority and object, in any event, to the processing of the data for legitimate reasons (Articles 17 et seq. of GDPR). These rights may be exercised by written notice accompanied by a valid identity document of the data subject to be sent to

[email protected] or by conventional mail to: Aquafil S.p.A., via Linfano 9, Arco, 38062, ITALY The Data Controller is Aquafil S.p.A., via Linfano 9, 38062, Arco (Trento) – Italy.
Aquafil S.p.A.
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