Proxy Solicitation & Information Statement • Mar 17, 2023
Proxy Solicitation & Information Statement
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Pursuant to Article 106, Paragraph 4, of the Cura Italia Decree, taking into account the extension set forth in Decree Law No. 228 of December 30, 2021, converted with amendments by Law No. 15 of February 25, 2022, and the subsequent extension set forth in Article 3, Paragraph 10-undecies of Decree Law No. 29 of December 29, 2022 , no. 198, converted with amendments by Law No. 14 of February 24, 2023, intervention at the Shareholders' Meeting by those entitled to vote is permitted exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998 ("TUF"). Pursuant to the aforementioned Decree to the aforementioned Designated Representative, proxies and/or sub-delegations may also be granted 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.
Into S.r.l., makes it known that it has no interest of its own or of third parties with respect to the proposed resolutions submitted to the vote.
Into S.r.l. also declares that in the event of the occurrence of significant circumstances, unknown at the time of issuing the proxy and which cannot be communicated to the proxy giver, or in the event of amendments or additions to the proposed resolutions submitted to the meeting, it does not intend to cast a vote other than that contained in the voting instructions.
N.B. This form may be subject to change as a result of any additions to the agenda or submission of proposed resolutions pursuant to Article 126-bis TUF, or individual proposed resolutions, within the terms and in the manner indicated in the Notice of Meeting
with reference to the Ordinary Shareholders' Meeting of Aeffe S.p.A. convened for April 27, 2023 at 9:30 a.m., in a single call, in accordance with the procedures and terms set forth in the notice of call published on the company's website www.aeffe.com Section "Governance/Documents Relating to Shareholders' Meetings," on March 17, 2023, hereby
Part 1 of 2
| _________________ | |
|---|---|
| (*) Required Information | |
| The undersigned(*) signatory of the proxy _____________ |
|
| born in() __________ on() _________ | |
| resident in() _______ Address()__________ | |
| Tax Code()_________ Telephone()________ | |
| Email(*)_______________ | |
| Identity document (to be attached as a copy) valid – type () Issued by () Number (*) _______________ |
|
| As(2): | |
| □ subject to which the right to vote is attributed □ pledgee- □ reporter - □ usufructuary - □ caretaker |
|
| □ manager □ legal rapresentative or agent with authority to sub-delegate (attach a copy of the | |
| documentation proving the powers of representation) - □ other _____ |

| Name and Surname / Company Name(*)_____________ | |||||||
|---|---|---|---|---|---|---|---|
| born in() __________ on() _________ | |||||||
| resident | in() _________ Address()_________ |
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| Tax Code(*)_________________ | |||||||
| PROXY/SUB-DELEGATION Into S.r.l. to participate and vote at the meeting indicated above as per instructions | |||||||
| provided with reference to no.________ ordinary shares Aeffe S.p.A. – Isin Code IT0001384590 – | |||||||
| registered | in | the | securities | account(4) | n. | _________ | at |
| _______ (depositary intermediary) ABI __ CAB ______as | |||||||
| from communication n.(5)____ carried out by (Bank) _____ |
___________________________________________________________________________________________________________ DECLARES that there are no causes of incompatibility or suspension from exercising the right to vote and that he/she is aware that:
AUTHORIZE Into S.r.l. and Aeffe S.p.A. to process their personal data in accordance with Legislative Decree No. 196 of June 30, 2003 ("Personal Data Code") and EU Regulation 2016/679 ("GDPR"), for purposes related to the conduct of the Meeting.
Date ___________________________ Signature ________________________________

| I, the undersigned ________ (name/registered data) hereby | |
|---|---|
| delegate the Designated Representative to vote in accordance with the following voting instructions at the | |
| ordinary shareholders' meeting convened by Aeffe S.p.A. for April 27, 2023, on single call at 9:30 a.m. |
| 1. | Approval of the financial statements of Aeffe S.p.A. for the year ended December 31, 2022; report of the Board of Directors on management, the independent auditors, and the Board of Statutory Auditors. Presentation to the Shareholders' Meeting of the consolidated financial statements as of December 31, 2022. Presentation to the Shareholders' Meeting of the consolidated non-financial statement required by Legislative Decree No. 254 of December 30, 2016. |
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|---|---|---|---|---|---|---|---|
| Vote on board proposal (Check one box only) | |||||||
| □ | In favour | □ Against |
□ Abstained |
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| 2. | Resolutions regarding the result for the year ending December 31, 2022. | ||||||
| Vote on board proposal (Check one box only) | |||||||
| □ | In favour | □ Against |
□ Abstained |
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| 3. | Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree 58/98: |
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| 58/98; | 3.1 deliberations on the first section of the report pursuant to Article 123-ter c.3-bis of Legislative Decree | ||||||
| Vote on board proposal (Check one box only) | |||||||
| □ In favour |
□ Against |
□ | Abstained | ||||
| 3.2 deliberations on the second section of the report pursuant to 123-ter c.6 of Legislative Decree 58/98. | |||||||
| Vote on board proposal (Check one box only) | |||||||
| □ In favour |
□ Against |
□ | Abstained | ||||
| 4. | Appointment of the Board of Directors for the fiscal year 2023-2025, after determining the number of directors. Resolutions regarding the total emolument of directors who do not hold special offices, pursuant to art. 2389, paragraph 1 of the civil code. Specifically: |
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| 4.1. | determination of the number of members of the Board of Directors; | ||||||
| Resolution proposal (where submitted by voting rights holder and published by issuer) | |||||||
| (proposer) _____ (Check one box only) | |||||||
| □ In favour |
□ Against |
□ | Abstained | ||||
| 4.2. Appointment of Board Director members; |
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| Indicate the number of the list chosen or opposed/abstained with reference to all lists (Check one box only) |
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| □ □ □ List N. _____ Against Abstained |
| 4.3. appointment of the Chairman of the Board of Directors; |
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|---|---|---|---|---|---|---|---|
| Resolution proposal (where submitted by voting rights holder and published by issuer) | |||||||
| (proposer) _____ (Check one box only) | |||||||
| □ □ □ In favour Against Abstained |
|||||||
| 4.4. deliberations on the total emolument of directors who do not hold special offices |
|||||||
| Resolution proposal (where submitted by voting rights holder and published by issuer) | |||||||
| (proposer) _____ (Check one box only) | |||||||
| □ □ □ In favour Against Abstained |
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| 5. | Appointment of the Board of Statutory Auditors for the fiscal years 2023 - 2025 and resolutions regarding their remuneration. In particular: |
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| 5.1. appointment of the Board of Auditors; |
|||||||
| Indicate the number of the list chosen or opposed/abstained with reference to all lists (Check one box only) |
|||||||
| □ □ □ List N. _____ Against Abstained |
|||||||
| 5.2. deliberations on the remuneration due to the Board of Statutory Auditors. |
|||||||
| Resolution proposal (where submitted by voting rights holder and published by issuer) | |||||||
| (proposer) _____ (Check one box only) | |||||||
| □ □ □ In favour Against Abstained |
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| 6. | Proposal to authorize the Board of Directors to purchase and dispose of treasury shares; related and consequent resolutions. |
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| Vote on board proposal (Check one box only) | |||||||
| □ | □ □ In favour Against Abstained |
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| B) If circumstances unknown at the time of issuance of the proxy(1) occur, the undersigned, with reference to the |
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| 1. | Approval of the financial statements of Aeffe S.p.A. for the year ended December 31, 2022; report of the Board of Directors on management, the independent auditors, and the Board of Statutory Auditors. Presentation to the Shareholders' Meeting of the consolidated financial statements as of December 31, 2022. Presentation to the Shareholders' Meeting of the consolidated non-financial statement required by Legislative Decree No. 254 of December 30, 2016. |
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| □ | □ Confirm instructions Revocation of instructions |
||||||
| Edit instructions (express preference) |
□ In favour______________________ □ Against □ Abstained
| 2. | Resolutions regarding the result for the year ending December 31, 2022. | ||||||
|---|---|---|---|---|---|---|---|
| □ □ Confirm instructions Revocation of instructions |
|||||||
| Edit instructions (express preference) | |||||||
| □ In favour____ □ Against |
□ Abstained | ||||||
| 3. | Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree 58/98: |
||||||
| 3.1 deliberations on the first section of the report pursuant to Article 123-ter c.3-bis of Legislative Decree 58/98; |
|||||||
| □ □ Confirm instructions Revocation of instructions |
|||||||
| Edit instructions (express preference) | |||||||
| □ In favour____ □ |
Against | □ Abstained |
|||||
| 3.2 deliberations on the second section of the report pursuant to 123-ter c.6 of Legislative Decree 58/98. | |||||||
| □ □ Confirm instructions Revocation of instructions |
|||||||
| Edit instructions (express preference) | |||||||
| □ In favour____ □ |
Against | □ Abstained |
|||||
| 4. | Appointment of the Board of Directors for the fiscal year 2023-2025, after determining the number of directors. Resolutions regarding the total emolument of directors who do not hold special offices, pursuant to art. 2389, paragraph 1 of the civil code. Specifically: |
||||||
| 4.1 determination of the number of members of the Board of Directors; | |||||||
| □ □ Confirm instructions Revocation of instructions |
|||||||
| Edit instructions (express preference) | |||||||
| □ In favour____ □ Against |
□ Abstained | ||||||
| 4.2 appointment of Board Director members; | |||||||
| □ □ Confirm instructions Revocation of instructions |
|||||||
| Edit instructions (express preference) | |||||||
| □ In favour____ □ Against |
□ Abstained | ||||||
| 4.3 appointment of the Chairman of the Board of Directors; | |||||||
| □ □ Confirm instructions Revocation of instructions |
|||||||
| Edit instructions (express preference) | |||||||
| □ In favour____ □ Against |
□ Abstained |
| Appointment of the Board of Statutory Auditors for the fiscal years 2023-2025 and resolutions regarding their |
|---|
| Proposal to authorize the Board of Directors to purchase and dispose of treasury shares; related and |
(1) In the event of the occurrence of significant circumstances, unknown at the time of issuance of the proxy, which cannot be communicated to the proxy giver, a choice may be made between: a) confirmation of the voting instruction already given; b) modification of the voting instruction already given; c) revocation of the voting instruction already given. Where no choice is made, the voting instruction under A) will be considered confirmed. Where it is not possible to vote in accordance with the instructions given, Into shall be deemed to have abstained on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Into will not cast a vote for those items.

| 1. Legislative Decree No. 254 of December 30, 2016. |
Approval of the financial statements of Aeffe S.p.A. for the year ended December 31, 2022; report of the Board of Directors on management, the independent auditors, and the Board of Statutory Auditors. Presentation to the Shareholders' Meeting of the consolidated financial statements as of December 31, 2022. Presentation to the Shareholders' Meeting of the consolidated non-financial statement required by |
||
|---|---|---|---|
| □ □ Confirm instructions |
Revocation of instructions | ||
| Edit instructions (express preference) | |||
| □ In favour____ □ |
Against | □ Abstained |
|
| 2. | Resolutions regarding the result for the year ending December 31, 2022. | ||
| □ □ Confirm instructions |
Revocation of instructions | ||
| Edit instructions (express preference) | |||
| □ | In favour____ □ Against | □ Abstained | |
| 3. 58/98: |
Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree | ||
| 58/98; | 3.1 deliberations on the first section of the report pursuant to Article 123-ter c.3-bis of Legislative Decree | ||
| □ □ Confirm instructions |
Revocation of instructions | ||
| Edit instructions (express preference) | |||
| □ In favour____ □ |
Against | □ Abstained |
|
| 3.2 deliberations on the second section of the report pursuant to 123-ter c.6 of Legislative Decree 58/98. | |||
| □ □ Confirm instructions |
Revocation of instructions | ||
| Edit instructions (express preference) | |||
| □ In favour____ □ |
Against | □ Abstained |
|
| 4. to art. 2389, paragraph 1 of the civil code. Specifically: |
Appointment of the Board of Directors for the fiscal year 2023-2025, after determining the number of directors. Resolutions regarding the total emolument of directors who do not hold special offices, pursuant 4.1 determination of the number of members of the Board of Directors; |
||
| □ □ Confirm instructions |
Revocation of instructions | ||
| Edit instructions (express preference) | |||
| □ | In favour____ □ Against | □ Abstained |
| 4.2 appointment of Board Director members; | |||
|---|---|---|---|
| □ Confirm instructions |
□ Revocation of instructions |
||
| Edit instructions (express preference) | |||
| □ In favour____ □ Against |
□ Abstained | ||
| 4.3 appointment of the Chairman of the Board of Directors; | |||
| □ Confirm instructions |
□ Revocation of instructions |
||
| Edit instructions (express preference) | |||
| □ In favour____ □ Against |
□ Abstained | ||
| 4.4 deliberations on the total emolument of directors who do not hold special offices. | |||
| □ Confirm instructions |
□ Revocation of instructions |
||
| Edit instructions (express preference) | |||
| □ In favour____ □ Against |
□ Abstained | ||
| 5. their remuneration. In particular: |
Appointment of the Board of Statutory Auditors for the fiscal years 2023-2023 and resolutions regarding | ||
| 5.1 appointment of the Board of Auditors; □ Confirm instructions |
□ Revocation of instructions |
||
| Edit instructions (express preference) | |||
| □ In favour____ □ Against |
□ Abstained | ||
| 5.2 deliberations on the remuneration due to the Board of Statutory Auditors. | |||
| □ Confirm instructions |
□ Revocation of instructions |
||
| Edit instructions (express preference) | |||
| □ In favour____ □ Against |
□ Abstained | ||
| consequent resolutions. | Proposal to authorize the Board of Directors to purchase and dispose of treasury shares; related and | ||
| □ Confirm instructions |
□ Revocation of instructions |
||
| Edit instructions (express preference) | |||
| □ In favour____ □ Against |
□ Abstained |
(2) In the event that there are changes or additions to the proposed resolutions submitted to the meeting, a choice may be made between: a) confirming any voting instruction already given; b) changing any voting instruction already given or giving any voting instruction; c) revoking any voting instruction already given. Where no choice is made, the voting instruction under A) shall be deemed confirmed. Where it is not possible to vote in accordance with the instructions given, Into

shall be deemed to have abstained on such matters. In any case, in the absence of voting instructions on some of the items on the agenda Into will not cast a vote for those items.
Date ____________________ Signature___________________________
In the event of a vote on the liability action proposed pursuant to Article 2393, Paragraph 2 of the Civil Code by shareholders at the time of approval of the financial statements, the undersigned delegates the Designated Representative to vote in accordance with the following:
Check one box only □ In favour □ Against □ Abstained
Date ____________________ Signature ___________________________

1.The proxy/sub-delegation form (in the latter case accompanied by the proxy form) to be notified to the Company through Into S.r.l. with the Voting Instructions reserved for it, together with a valid identity document of the delegating party, as well as, in the case of a delegating legal person, of the legal representative pro tempore or other person with appropriate powers, together with documentation proving the signing powers, must be received by one of the following alternative methods:
For any information you can contact Into S.r.l. at +39 06 - 3218641 from 9:00 a.m. to 6:00 p.m. Monday through Friday or by email at [email protected].
Specify the capacity of the proxy signer and attach, if necessary, documentation proving signing authority.
To be completed only if the share holder is different from the proxy signatory, obligatorily indicating all relevant details.
Report the securities account number, ABI and CAB codes of the depository intermediary, or otherwise its name, which can be found from the securities file extract.
Reference, if any, of the communication made by the intermediary and its name.

INTO S.r.l., with head office in Viale Giuseppe Mazzini, 6 - 00195 Rome (RM), CF and VAT number 10585251001 (hereinafter, "Owner"), as data controller, informs you pursuant to art. 13 Legislative Decree 30.6.2003 n. 196 (hereinafter, "Privacy Code") and art. 13 EU Regulation no. 2016/679 (hereinafter, "GDPR") that your data will be processed in the manner and for the following purposes:
The Data Controller processes personal, identification data (for example, name, surname, company name, address, telephone number, e-mail address, bank and payment details) - hereinafter, "personal data" or even "data") communicated by you on the occasion of the conclusion of this Assignment.
Your personal data are processed:
A) without your express consent (Article 24 letter a), b), c) Privacy Code and art. 6 lett. b), e) GDPR), exclusively for the following purposes:
conclude the following Assignment for the provision of the professional services of the Owner provided therein;
fulfill the pre-contractual, contractual and tax obligations deriving from existing relationships with you;
fulfill the obligations established by law, by a regulation, by community legislation or by an order of the Authority (such as in the field of antimoney laundering);
exercise the rights of the owner, for example the right to defense in court
There are no other processing purposes.
The processing of your personal data is carried out by means of the operations indicated in art. 4 of the Privacy Code and art. 4 n. 2) GDPR. The Data Controller will process personal data for the time necessary to fulfill the aforementioned purposes and in any case for no more than 10 years from the termination of the relationship.
Your data may be made accessible for the purposes referred to in art. 2.A):
to professionals, employees and collaborators of the Data Controller in Italy, in their capacity as persons in charge and / or internal managers of the processing and / or system administrators;
Communication of data
Without the need for express consent (pursuant to Article 24 letter a), b), d) Privacy Code and art. 6 lett. b) and c) GDPR), the Data Controller may communicate your data for the purposes referred to in art. 2.A) to Supervisory Bodies, Judicial Authorities, as well as to those subjects to whom communication is mandatory by law for the accomplishment of the aforementioned purposes. These subjects will process the data in their capacity as independent data controllers.
Your data will not be disclosed.
Personal data are stored on servers located in Rome (IT), within the European Union. In any case, it is understood that the Data Controller, if necessary, will have the right to move the servers to other places within the European Union as well.
The provision of data for the purposes referred to in art. 2.A) is mandatory. In their absence, we cannot guarantee the execution of this Assignment.
In your capacity as an interested party, you have the rights referred to in art. 7 of the Privacy Code and art. 15 GDPR and precisely the rights of: the. obtain confirmation of the existence or not of personal data concerning you, even if not yet registered, and their communication in an intelligible form;
ii. obtain the indication: a) of the origin of the personal data; b) the purposes and methods of the processing; c) of the logic applied in case of treatment carried out with the aid of electronic instruments; d) the identity of the owner, manager and the representative appointed pursuant to art. 5, paragraph 2 of the Privacy Code and art. 3, paragraph 1, GDPR; e) the subjects or categories of subjects to whom the personal data may be communicated or who can learn about them as appointed representative in the State, managers or agents;
iii. obtain: a) updating, rectification or, when interested, integration of data; b) the cancellation, transformation into anonymous form or blocking of data processed in violation of the law, including data which need not be kept for the purposes for which the data were col lected or subsequently processed; c) the attestation that the operations referred to in letters a) and b) have been brought to the attention, also as regards their content, of those to whom the data have been communicated or disseminated, except in the case in which this fulfillment is proves impossible or involves the use of means that are manifestly disproportionate to the protected right;
iv. object, in whole or in part: a) for legitimate reasons to the processing of personal data concerning you, even if pertinent to the purpose of the collection; b) to the processing of personal data concerning you for the purpose of sending advertising or direct sales material or for carrying out market research or commercial communication, through the use of automated call systems without the intervention of an operator by email and / or through traditional marketing methods by telephone and / or paper mail. It should be noted that the right of opposition of the interested party, set out in point b) above, for direct marketing purposes through automated methods extends to traditional ones and that in any case the possibility remains for the interested party to exercise the right of opposition also only partially. Therefore, the interested party can decide to receive only communications using traditional methods or only automated communications or neither of the two types of communication.
Where applicable, it also has the rights referred to in Articles. 16-21 GDPR (Right of rectification, right to be forgotten, right to limitation of treatment, right to data portability, right of opposition), as well as the right of complaint to the Guarantor Authority.
You can exercise your rights at any time by sending:
a registered letter with return receipt to Infomath Torresi S.r.l. - Viale Giuseppe Mazzini, 6 - 00195 Rome (RM);
an e-mail to [email protected].
Owner, manager and appointees
The Data Controller is Infomath Torresi S.r.l. with main registered office in Viale Giuseppe Mazzini, 6 - 00195 Rome (RM).
The updated list of data processors and persons in charge of processing is kept at the registered office of the Data Controller.
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