Emak

Proxy Solicitation & Information Statement • Mar 29, 2023

EMAK S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24 th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10 undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14.

In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10-undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14., the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135 undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135 novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Appointed Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

With reference to the Ordinary General Meeting of EMAK S.p.A. to be held in Reggio Emilia, Piazza Martiri del VII Luglio, no. 3, at the offices of Notary Giovanni Aricò, 28 April 2023, at 10:00 a.m., single call, as set forth in the notice of the shareholders' meeting published on the Company's website at www.emakgroup.it in the section "Investor Relations > Corporate governance> Assemblea dei soci" on 29 March 2023 , and, in abridged form, in the Italian daily newspaper "Il Sole 24 Ore" and having regard to the Reports on the items on the Agenda made available by the Company(§) with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form (§)

I, the undersigned (party signing the proxy)	(Name and Surname) (*)
Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
Resident in (*)	Address (*)
Phone No. (**)	Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)	Issued by (*)	No. (*)

(§)The Company will process the personal data in accordance with the information published on the Company's website at the following address https://www.emakgroup.it/it-it/investorrelations/corporate-governance/assemblea-dei-soci/ (*) Mandatory. (**) It is recommended to fill. MONTE TITOLI S.p.A.

EMAK S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote		OR IF DIFFERENT FROM THE SHARE HOLDER
		legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)
 pledge 	bearer  usufructuary  custodian 	manager  other (specify)	………………………………………………………………………………………………
	Name Surname / Denomination (*)
(complete only if the shareholder is different from the	Born in (*)	On (*)		Tax identification code or other identification if foreign (*)
proxy signatory)	Registered office / Resident in (*)
Related to
No. (*) _______	shares ISIN IT0001237053	Registrated	in the securities account n. ___ at the custodian _ ABI _ CAB __
		referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) No. ________	Supplied by the intermediary: _________
		(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

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• the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;

• to have requested from the custodian the communication for participation in the Meeting as indicated above;

• that there are no reasons for incompatibility or suspension of the exercise of voting rights;
• (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) * (

Signature)

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details) __________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of EMAK to be held in in Reggio Emilia, Piazza Martiri del VII Luglio, no. 3, at the offices of Notary Giovanni Aricò, on 28 April 2023, at 10:00 a.m., on single call

RESOLUTIONS SUBJECT TO VOTING

1 Presentation of the Financial Statements and Consolidated Financial Statements for the year ended 31 December 2022; the reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors:

1.1 Approval of the Directors' Report and the financial statements; Proposal of the Board of Directors Tick only one box In Favour Against Abstain If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory Tick only one box Modify the instructions (express preference) confirms the instructions revokes the instructions In Favour : ___________________________ Against Abstain

1.2 Proposal for allocation of the profit for the year and the dividend; resolutions pertaining thereto and resulting therefrom;

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
undersigned proxy signatory		If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

2 Presentation of the Report on the remuneration policy and remuneration paid:

2.1 Approval with binding resolution of the first section of the report as per paragraphs 3-bis and 3-ter of art. 123-ter, Leg. Dec. no. 58/98;

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
undersigned proxy signatory		If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain
		2.2 Approval with non-binding resolution of the second section of the report as per paragraph 6 of art. 123-ter, Le. Dec. no. 58/98.
Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
undersigned proxy signatory		If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

EMAK S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

	3 Proposal for authorisation for the acquisition and disposal of treasury shares; resolutions pertaining thereto and resulting therefrom.
Proposal of the Board of Directors		Tick only one box	 In Favour	 Against	 Abstain
undersigned proxy signatory	If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	In Favour : _________ 			Against 	 Abstain

(Place and Date) * (

Signature) *

DIRECTORS' LIABILITY ACTION

In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Appointed Representative to vote as follows:

Tick only one box In Favour Against Abstain

(Place and Date) * (

Signature)

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INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

• (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
• (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

___________________________________________________________________________________________________________________________________________________________________

The proxy with the relating voting instructions shall be received together with:

• a copy of an identification document with current validity of the proxy grantor or
• in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

(in the event of a sub-proxy, the following must be sent to the Appointed Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

• i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "Proxy for EMAK 2023 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
• ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for EMAK 2023 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com (subject line: "Proxy for EMAK 2023 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.com or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

Monte Titoli's privacy policy is available at the link: https://www.euronext.com/en/privacy-statement.

EMAK's privacy policy: https://www.emakgroup.it/it-it/investor-relations/corporate-governance/assemblea-dei-soci/