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Industrie De Nora

Proxy Solicitation & Information Statement • Mar 20, 2025

4198_rns_2025-03-20_9e78e3ee-ed28-4570-ab7b-74423c4cf63e.pdf

Proxy Solicitation & Information Statement

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INDUSTRIE DE NORA S.p.A.

Ordinary Meeting

convened for 29 April 2025, at 10:00 a.m., in a single call,

which shall be deemed to be held at the offices of the Company, Via Leonardo Bistolfi no. 35, 20134 Milan (MI).

Proxy form for the designated representative pursuant to of Article 135-undecies of Legislative Decree 58/1998

Part 1 of 2

Studio Legale Trevisan & Associati, in Milan, Viale Majno no. 45, (VAT no. 07271340965), in its capacity as "Designated Representative" ("Designated Representative"), pursuant to article 135-undecies of Legislative Decree no. 58/1998, of INDUSTRIE DE NORA S.p.A. (hereinafter, the "Company" or "INDUSTRIE DE NORA"), shall collect voting proxies relating to the Ordinary Shareholders' Meeting of INDUSTRIE DE NORA, convened for 29 April 2025, in a single call, in accordance with the procedures and terms set forth in the Notice of Call published on 19 March 2025, on the Company's website www.denora.com (Section "Governance-Shareholders' Meetings"), as well as sent to Borsa Italiana S.p.A. and made available on the authorised storage mechanism (www..com) and published as an abstract in the daily newspaper "Il Sole24Ore" on 20 March 2025.

The proxy form with the relevant voting instructions must be received, in original, by the end of the second trading day preceding the date of the Shareholders' Meeting (i.e. by 23:59 on 25 April 2025), together with:

  • copy of a currently valid identity document of the delegating party; or
  • if the delegating party is a legal person, a copy of an identity document, with current validity, of the legal representative pro tempore, or of another person with the appropriate powers, together with appropriate documentation attesting to his/her qualification and powers;

by one of the following alternatives:

  • (i) for proxies with a handwritten signature, by courier or registered letter with return receipt, to Studio Legale Trevisan & Associati, Viale Majno no. 45 - 20122 Milan (Ref. "Proxy for INDUSTRIE DE NORA 2025 Shareholders' Meeting");
  • (ii) for proxies with qualified electronic signature or ature, by certified mail at: [email protected].

The proxy and voting instructions may be revoked by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e. by 11:59 p.m. on 25 April 2025), in the same manner as above.

The granting of proxy and voting instructions by signing this form does not entail any expense for the proxy holder (except for any postage costs).

Declaration of the Designated Representative

Studio Legale Trevisan & Associati declares that it has no interest of its own with respect to the resolution proposals submitted to the vote. Taking into account, however, existing contractual relations and, in any case, for all legal purposes, it expressly declares that, should unknown circumstances arise, or should the proposals submitted to the Shareholders' Meeting be amended or supplemented, it and/or its substitutes shall not express a vote other than that indicated in the instructions.

PROXY FORM

(Section to be notified to the Company via the Designated Representative - Complete with the required information)

The undersigned (Name(s)/personal
___________		 data of the
born*		 party
_______		 entitled to vote)
on
__________ resident in (city) ______ in (address)
_____
________________		 registered office* (address) C.F*
(*)__________ Telephone no. _______ E-mail
_____
Data to be filled in at the discretion of the delegating party:
- communication
intermediary)		 No. _____ (communication reference provided by the
- any identification codes _______

DELEGATES the Appointed Representative to attend and vote at the above-mentioned Shareholders' Meeting as per the instructions provided to him with reference to no.(*)__________________ INDUSTRIE DE NORA shares, registered in the securities account no.(*)_______________________ with (depositary intermediary)(*) ____________________________________________ ABI _______CAB _______

DECLARES that he/she is aware of the possibility that the proxy to the Designated Representative may contain voting instructions even on only some of the resolution proposals on the Agenda and that, in this case, the vote will be exercised only for those proposals on which voting instructions are given.

AUTHORISES the Designated Representative to process their personal data for the purposes, under the conditions and terms set out in the attached information notice.

Lo Studio Legale Trevisan & Associati, con sede in Milano, Viale Majno n. 45, nella persona dell'Avv. Dario Trevisan, nato a Milano il 4.05.1964 (C.F. TRVDRA64E04F205I), potrà farsi, a sua volta, sostituire dall'Avv. Camilla Clerici nata a Genova il 19.01.1973 (C.F. CLRCLL73A59D969J), o dall'Avv. Giulio Tonelli born in La Spezia on 27/02/1979 (C.F. TNLGLI79B27E463Q), or by Avv. Alessia Giacomazzi born in Castelfranco Veneto (TV) on 05/09/1985 (C.F. GCMLSS85P45C111T), or by Avv. Gaetano Faconda born in Trani (BT) on 02/10/1985 (C.F. FCNGTN85R02L328O), or Avv. Valeria Proli born in Novara on 24/10/1984 (C.F. PRLVLR84R64F952S), or Dott.ssa Raffaella Cortellino born in Barletta (BT) on 04/06/1989 (C.F. CRTRFL89H44A669V), or Avv. Andrea Ferrero born in Turin on 05/05/1987 (C.F. FRRNDR87E05L219F), or Dott. Marco Esposito born in Monza on 30/08/1992 (C.F. SPSMRC92M30F704H), or by Dr Martina Ranzani born in Garbagnate Milanese (MI) on 02/04/1998 (C..F. RNZMTN98D42D912C), or by Avv. Serena Larghi born in Varese (VA) on 27.11.1992 (C.F. LRGSRN92S67L682Q), or by Avv. Paolo Preda, born in Milan on 3 January 1981 (C.F. PRDPLA81A03F205T), all domiciled, for the purposes of this proxy, at Studio Legale Trevisan & Associati, Viale Majno n. 45, 20122 - Milan.

I, the undersigned (surname and first name of the signatory only if different from the holder of the shares)

_________ born in _________ on _
_________ signs this proxy as (please tick the relevant box
□ pledgee □ reporter □ usufructuary
□ caretaker □ manager □ legal representative or attorney with power of
sub-delegation
□ altro (specificare) _________

Part 2 of 2

VOTING INSTRUCTIONS

(Section containing information for the Designated Representative only - Tick the boxes)

I, the undersigned (1) (name and biographical data) (*)

__________________________________________________________________________ delegates the Appointed Representative to vote in accordance with the following voting instructions at the Ordinary Shareholders' Meeting convened by INDUSTRIE DE NORA. for 29 April 2025, at 10:00 a.m., in a single call, which shall be deemed to be held at the Company's offices at 35 Via Leonardo Bistolfi, 20134 Milan (MI).

(A) RESOLUTIONS PUT TO THE VOTE (2)

IN FAVOUR OF
THE PROPOSAL
SUBMITTED BY
THE BOARD OF
DIRECTORS
( )a		 IN FAVOUR OF
THE PROPOSAL
SUBMITTED BY
THE
SHAREHOLDER
(a) ( )b		 CONTRARY
( )c		 ASTENTA
BLE
c
(
)
O.1. Financial Statements as at 31
December
2024
and
proposal
for
allocation of profit for the year and
distribution of dividend:
1.1
Approval of the Financial
Statements as at 31 December 2024,
accompanied by the Report of the
Board of Statutory Auditors and the
Independent
Auditors'
Report.
Presentation
of
the
Consolidated
Financial
Statements
as
at
31
December 2024, accompanied by the
Management Report (including the
Sustainability Report);		 (tick with
cross)
(shareholder name)		 (tick with
cross)		 (tick with
cross)
1.2
resolutions
concerning
the
appropriation
of
profit
for
the
financial year 2024 and distribution of
dividends.		 (tick with
cross)
(shareholder name)		 (tick with
cross)		 (tick with
cross)
O.2. Appointment of the Board of
Directors:
2.1
Determination of the number
of members of the Board of Directors;		 Field cannot be filled
in		 (tick with
cross)		 (tick with
cross)

a Failure to make a proposal by the Board of Directors or by the Shareholder indicated in this section shall be deemed an unknown circumstance, therefore, upon its occurrence, the Appointed Representative shall follow the voting instructions indicated in Section B. b

In favour of the proposal of the Shareholder, whose name must be indicated by the delegating party.

c Against/Abstained on any proposal made.

IN FAVOUR OF
THE PROPOSAL
SUBMITTED BY
THE BOARD OF
DIRECTORS		 IN FAVOUR OF
THE PROPOSAL
SUBMITTED BY
THE
SHAREHOLDER		 CONTRARY
( )c		 ASTENTA
BLE
c
(
)
( )a (a) ( )b
(shareholder name)
2.2
Determination of the term of
office of Directors;		 Field cannot be filled
in
(shareholder name)		 (tick with
cross)		 (tick with
cross)
2.3
Appointment of Directors		 Field cannot be filled
in		 List No. and/or
submitted
by


 (tick with
cross)		 (tick with
cross)
2.4
Appointment of the Chairman
of the Board of Directors		 Field cannot be filled
in
(shareholder name)		 (tick with
cross)		 (tick with
cross)
2.5.
Determination of the total
remuneration
of
the
Board
of
Directors;		 Field cannot be filled
in
(shareholder name)		 (tick with
cross)		 (tick with
cross)
O.3. Appointment of the Board of
Auditors:
3.1
Appointment
of
Statutory
Auditors and Alternate Auditors;		 Field cannot be filled
in		 List No. and/or
submitted
by


 (tick with
cross)		 (tick with
cross)
3.2
Appointment of the Chairman
of the Board of Statutory Auditors;d		 Field cannot be filled
in		 List No. and/or
submitted by


 (tick with
cross)		 (tick with
cross)
3.3
Determination
of
the
remuneration of the members
of the Board of Auditors;		 Field cannot be filled
in
(shareholder name)		 (tick with
cross)		 (tick with
cross)
O.4
Report
on
remuneration
policy
and
compensation
paid
pursuant
to
Article
123-ter
of
Legislative
Decree
No.
58
of
24

d Pursuant to the provisions of Article 148, paragraph 2-bis, of Legislative Decree No. 58 of 24 February 1998 and Article 24.2, letter (b), of the Articles of Association, the Shareholders' Meeting appoints as Chairman of the Board of Statutory Auditors the Statutory Auditor drawn "from the list that came second by number of votes obtained and that is not connected in any way, not even indirectly, with the shareholders who submitted or voted for the list that came first by number of votes".

IN FAVOUR OF
THE PROPOSAL
SUBMITTED BY
THE BOARD OF
DIRECTORS
( )a		 IN FAVOUR OF
THE PROPOSAL
SUBMITTED BY
THE
SHAREHOLDER
(a) ( )b		 CONTRARY
( )c		 ASTENTA
BLE
c
(
)
February 1998 and Article 84-quater
of
CONSOB
Regulation
No.
11971/1999:
4.1
Binding resolution on the first
section of the Report on remuneration
policy pursuant to Article 123-ter,
paragraph 3-bis, of Legislative Decree
No. 58 of 24 February 1998;		 (tick with
cross)
(shareholder name)		 (tick with
cross)		 (tick with
cross)
4.2
Non-binding resolutions on
the second section of the Report on
remuneration paid pursuant to Article
123-ter, paragraph 6, of Legislative
Decree No. 58 of 24 February 1998.		 (tick with
cross)
(shareholder name)		 (tick with
cross)		 (tick with
cross)
O.5.
Adoption
of
the
"Performance
Shares
Plan
2025-
2027" pursuant to Article 114-bis of
Legislative
Decree
No.
58/1998;
inherent and consequent resolutions.		 (tick with
cross)
(shareholder name)		 (tick with
cross)		 (tick with
cross)

(B) UNKNOWN CIRCUMSTANCES

In the event of circumstances unknown at the time of issue of the proxy (3) the undersigned with reference to:

CONFIRMS REVOKES CHANGE INSTRUCTIONS
THE
INSTRUCTI
ONS		 THE
INSTRUCTI
ONS		 FAVOURABL
E ( )e		 CONTRARY ASTENTA
BLE
O.1. Financial Statements as at 31
December 2024 and proposal for
allocation of profit for the year and
distribution of dividend:
1.1
Approval of the Financial
Statements as at 31 December 2024,
accompanied by the Report of the
Board of Statutory Auditors and the
Independent
Auditors'
Report.
Presentation of the Consolidated
Financial
Statements
as
at
31
December 2024, accompanied by the
Management Report (including the
Sustainability Report);		 (please tick) (please tick) (please tick) (please tick)
1.2
resolutions concerning the
appropriation
of
profit
for
the		 (please tick) (please tick) (please tick) (please tick)

e Indicate whether in favour of the proposal of the Board of Directors or in favour of the proposal of the Shareholder whose name must be indicated by the delegating party.

CONFIRMS REVOKES CHANGE INSTRUCTIONS
THE
THE
INSTRUCTI
INSTRUCTI
ONS
ONS		 FAVOURABL
E ( )e		 CONTRARY ASTENTA
BLE
financial year 2024 and distribution
of dividends.
O.2. Appointment of the Board of
Directors:
2.1
Determination
of
the
number of members of the Board of
Directors;		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
2.2
Determination of the term
of office of Directors		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
2.3
Appointment of Directors		 Field cannot
be filled in		 (please tick) List
No.

and/or submitted
by


 (please tick) (please tick)
2.4
Appointment
of
the
Chairman of the Board of Directors		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
2.5.
Determination of the total
remuneration
of
the
Board
of
Directors;		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
O.3. Appointment of the Board of
Auditors:
3.1
Appointment of Statutory
Auditors and Alternate Auditors;		 Field cannot
be filled in		 (please tick) List
No.

and/or submitted
by


 (please tick) (please tick)
3.2
Appointment
of
the
Chairman of the Board of Statutory
Auditors; f		 Field cannot
be filled in		 (please tick) List No.
and/or
submitted by



 (please tick) (please tick)
3.3
Determination
of
the
remuneration of the members of the
Board of Auditors;		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
O.4. Report on remuneration policy
and compensation paid pursuant to
Article 123-ter of Legislative Decree
No. 58 of 24 February 1998 and

f Pursuant to the provisions of Article 148, paragraph 2-bis, of Legislative Decree No. 58 of 24 February 1998 and Article 24.2, letter (b), of the Articles of Association, the Shareholders' Meeting appoints as Chairman of the Board of Statutory Auditors the Statutory Auditor drawn "from the list that came second by number of votes obtained and that is not connected in any way, not even indirectly, with the shareholders who submitted or voted for the list that came first by number of votes".

CONFIRMS REVOKES CHANGE INSTRUCTIONS
THE
INSTRUCTI
ONS		 THE
INSTRUCTI
ONS		 FAVOURABL
E ( )e		 CONTRARY ASTENTA
BLE
Article
84-ter
of
CONSOB
Regulation No. 11971/1999:
4.1
Binding resolution on the
first
section
of
the
Report
on
remuneration policy pursuant to
Article 123-ter, paragraph 3-bis, of
Legislative Decree No. 58 of 24
February 1998;		 (please tick) (please tick) (please tick) (please tick)
4.2
Non-binding resolutions on
the second section of the Report on
remuneration
paid
pursuant
to
Article 123-ter, paragraph 6, of
Legislative Decree No. 58 of 24
February 1998.		 (please tick) (please tick) (please tick) (please tick)
O.5
Adoption
of
the
"Performance Shares Plan 2025-
2027" pursuant to Article 114-bis of
Legislative Decree No. 58/1998;
inherent
and
consequent
resolutions.		 (please tick) (please tick) (please tick) (please tick)

(C) AMENDMENTS OR ADDITIONS

In the event of any vote on amendments or additions (4) to the resolutions submitted to the Assembly with reference to:

CONFIRMS
THE		 REVOKES
THE		 CHANGE INSTRUCTIONS
INSTRUCTI
INSTRUCTI
ONS
ONS		 FAVOURABL
E ( )g		 CONTRARY ASTENTA
BLE
O.1. Financial Statements as at 31
December 2024 and proposal for
allocation of profit for the year and
distribution of dividend:
1.1
Approval of the Financial
Statements as at 31 December 2024,
accompanied by the Report of the
Board of Statutory Auditors and the
Independent
Auditors'
Report.
Presentation of the Consolidated
Financial
Statements
as
at
31
December 2024, accompanied by the
Management Report (including the
Sustainability Report);		 (please tick) (please tick) (please tick) (please tick)
1.2
resolutions concerning the
appropriation
of
profit
for
the
financial year 2024 and distribution
of dividends.		 (please tick) (please tick) (please tick) (please tick)

g Indicate whether in favour of the proposal of the Board of Directors or in favour of the proposal of the Shareholder whose name must be indicated by the delegating party.

CONFIRMS
THE		 REVOKES
THE		 CHANGE INSTRUCTIONS
INSTRUCTI
ONS		 INSTRUCTI
ONS		 FAVOURABL
E ( )g		 CONTRARY ASTENTA
BLE
O.2. Appointment of the Board of
Directors:
2.1
Determination
of
the
number of members of the Board of
Directors;		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
2.2
Determination of the term
of office of Directors		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
2.3
Appointment of Directors		 Field cannot
be filled in		 (please tick) List
No.

and/or submitted
by


 (please tick) (please tick)
2.4
Appointment
of
the
Chairman of the Board of Directors		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
2.5.
Determination of the total
remuneration
of
the
Board
of
Directors;		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
O.3. Appointment of the Board of
Auditors:		 Field cannot be filled in
3.1
Appointment of Statutory
Auditors and Alternate Auditors;		 Field cannot
be filled in		 (please tick) List
No.

and/or submitted
by


 (please tick) (please tick)
3.2
Appointment
of
the
Chairman of the Board of Statutory
Auditors; h		 Field cannot
be filled in		 (please tick) List
No.

and/or submitted
by



 (please tick) (please tick)
3.3
Determination
of
the
remuneration of the members of the
Board of Auditors;		 Field cannot
be filled in		 (please tick) (please tick) (please tick)
O.4. Report on remuneration policy
and compensation paid pursuant to
Article 123-ter of Legislative Decree
No. 58 of 24 February 1998 and
Article
84-ter
of
CONSOB
Regulation No. 11971/1999:
4.1
Binding resolution on the
first
section
of
the
Report
on		 (please tick) (please tick) (please tick) (please tick)

h Pursuant to the provisions of Article 148, paragraph 2-bis, of Legislative Decree No. 58 of 24 February 1998 and Article 24.2, letter (b), of the Articles of Association, the Shareholders' Meeting appoints as Chairman of the Board of Statutory Auditors the Statutory Auditor drawn "from the list that came second by number of votes obtained and that is not connected in any way, not even indirectly, with the shareholders who submitted or voted for the list that came first by number of votes".

CONFIRMS
THE		 REVOKES
THE		 CHANGE INSTRUCTIONS
INSTRUCTI
ONS		 INSTRUCTI
ONS		 FAVOURABL
E ( )g		 CONTRARY ASTENTA
BLE
remuneration policy pursuant to
Article 123-ter, paragraph 3-bis, of
Legislative Decree No. 58 of 24
February 1998;
4.2
Non-binding resolutions on
the second section of the Report on
remuneration
paid
pursuant
to
Article 123-ter, paragraph 6, of
Legislative Decree No. 58 of 24
February 1998.		 (please tick) (please tick) (please tick) (please tick)
O.5
Adoption
of
the
"Performance Shares Plan 2025-
2027" pursuant to Article 114-bis of
Legislative Decree No. 58/1998;
inherent
and
consequent
resolutions.		 (please tick) (please tick) (please tick) (please tick)

......................................................... There, ......................

Signature.....................................................................

LIABILITY ACTION

In the event of a vote on the liability action proposed pursuant to Section 2393(2) of the Italian Civil Code by shareholders on the occasion of the approval of the financial statements, the undersigned delegates the Appointed Representative to vote in accordance with the following:

□ IN FAVOR □ AGAINST □ ABSTAIN

Signature.....................................................................

........................................................., ......................

    1. Report the first and last name of the signatory of the Proxy Form and voting instructions.
    1. Pursuant to Article 135-undecies, Section 3, of Legislative Decree No. 58/1998, "The shares for which proxy instructions have been given, even partially, are counted for the purpose of duly constituting the shareholders' meeting. In relation to proposals for which no voting instructions have been given, the shareholder's shares are not counted for the purposes of calculating the majority and the share of capital required for the approval of resolutions.'.
    1. In the event of significant circumstances, unknown at the time of issue of the proxy, which cannot be communicated to the delegating party, it is possible to choose between: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. If no choice is made, the voting instruction in Section A) shall be deemed to be confirmed. However, it is understood that if the proxy holder has indicated in Section A) that he/she intends to vote in favour of the proposal formulated by the Board of Directors or the Shareholder and such proposal is not presented or is not put to the vote for any reason whatsoever and, in Section B, no choice is made or the choice indicated in Section A is confirmed, the person shall be deemed to have abstained.
    1. In the event of amendments or additions to the resolution proposals submitted to the Shareholders' Meeting, a choice may be made between: a) confirming any voting instruction already given; b) amending any voting instruction already given or giving a voting instruction; c) revoking any voting instruction already given. If no choice is made, the voting instructions in Section A) are deemed to be confirmed.

N.B. For any clarifications concerning the granting of proxy (and, in particular, concerning the completion of the Proxy Form and voting instructions and their transmission), persons entitled to participate in the Shareholders' Meeting may contact the Appointed Representative, at the addresses indicated above, and/or at the toll-free number: 800134679 (during working days and hours).

PRIVACY POLICY

Pursuant to Article 13 of EU Regulation 2016/679 ("Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data")

In relation to personal data that Studio Legale Trevisan & Associati - as Appointed Representative of the Issuer - will come into possession of in the performance of its activities on your behalf, we wish to inform you of the following.

Data controller

Data Controller is Studio Legale Trevisan & Associati, located in Milan, Viale Majno no. 45. The Data Controller can be contacted at: [email protected].

Purpose of processing

The data contained in the proxy form will be processed for the following purposes:

a) performance of the assignment received, i.e. for the performance of the duties pertaining to representation at the Shareholders' Meeting and the casting of votes on your behalf, in accordance with the instructions received from you;

(b) fulfilment of legal obligations.

Legal basis for processing

The processing is based on the following legal bases:

  • fulfilment of contractual obligations, i.e. arising from the assignment you received;

  • fulfilment of a legal obligation to which the Holder is subject, including vis-à-vis the Issuer or supervisory authorities or bodies.

Source of personal data

Personal data are collected directly from you or from public or private archives.

Modalities of data processing

Processing shall consist of the collection, recording, organisation, structuring, storage, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, comparison or interconnection, restriction, erasure and destruction of data.

Processing operations may be carried out by the Data Controller and/or persons authorised by the Data Controller, with or without the aid of electronic or otherwise automated tools.

Personal data are processed lawfully, fairly and transparently, in the manner and for the purposes stated above, and in compliance with privacy legislation and professional confidentiality obligations.

Conservation period

In compliance with the principles of lawfulness, purpose limitation and data minimisation, the data will be retained for the period of performance of the assignment received and, thereafter, for as long as the Data Controller is subject to retention obligations for tax, administrative or other legal purposes.

Nature of data provision and consequences of refusal to provide data

In relation to the purposes referred to in point a) of the paragraph "Purposes of the processing", the provision of data is not compulsory, but is strictly necessary for the purposes of carrying out the assignment received. Any refusal to provide such data would make it impossible for the Controller - as Appointed Representative - to carry out the assignment received and fulfil its legal obligations. The relevant processing does not require your consent.

In relation to the purposes set out in point b), the provision of data is mandatory. Failure to provide the data would make it impossible for the Controller - as Appointed Representative - to carry out the assignment received and comply with legal obligations. The relevant processing does not require your consent.

Communication and dissemination of personal data

The data will be made accessible for the above-mentioned purposes, before, during and after the holding of the Issuer's Shareholders' Meeting.

Employees and collaborators of the Data Controller, who are specifically authorised to process the data, as well as the Issuer for legal purposes, including the preparation of the minutes of the shareholders' meeting and the updating of the shareholders' register, may become aware of the data.

Such data may be communicated to all those public and private entities to whom such communication is necessary for the fulfilment of a legal obligation, or on the basis of provisions issued by authorities legitimated to do so by law or by supervisory and control bodies, as well as for purposes strictly connected and instrumental to the performance of the task received pertaining to representation at the Shareholders' Meeting and the expression of the vote.

Data transfer abroad

Data may be transferred to EU countries or to third countries as part of the purposes of the processing.

Rights of the data subject

You have the right to request the Controller at any time:

  • confirmation as to whether or not personal data relating to you are being processed and, if so, to obtain access to the following information (i) the purposes of the processing, (ii) categories of data processed, (iii) recipients or categories of recipients to whom the data have been or will be disclosed, in particular, if recipients from third countries or international organisations, (iv) when possible, expected period of retention of personal data or, if not possible, criteria used to determine this period, (v) existence of automated decision-making, including profiling, the logic used, the importance and expected consequences of such processing (right of access);

  • rectification of inaccurate personal data, or supplementation of incomplete data (right of rectification);

  • deletion of personal data in case of (i) objection to the processing in the absence of any other overriding legitimate ground for processing; (ii) unlawful processing; (iii) compliance with a legal obligation except where the processing is necessary for the exercise of the right to freedom of expression and information, for compliance with a legal obligation, for reasons of public interest in the health sector, for statistical purposes, for archiving in the public interest, for scientific or historical research or, for the establishment, exercise or defence of legal claims. You also have the right to request the transformation into anonymous form or the blocking of data processed in violation of the law (right to be forgotten);

  • the restriction of the processing of personal data in the event of (i) contestation of the accuracy of the data for the period necessary for us to verify their accuracy; (ii) unlawful processing with the data subject's request for restriction of the processing and not for erasure; (iii) the data subject's need for the personal data for the establishment, exercise or defence of legal claims; (iv) objection to the processing pending verification as to whether our legitimate reasons prevail over yours (right of restriction).

You also have the right to lodge a complaint with the competent supervisory authority (in Italy, the Garante privacy) if you consider that the processing violates privacy legislation.

To exercise your rights, as well as for any information, you may send an e-mail to .[email protected]

Place ..............................................................., Date.....................

Signature................................................

REFERENCE LEGISLATION

Legislative Decree No. 58 of 24 February 1998

Article 126-bis (Additions to the agenda of the general meeting and submission of new resolution proposals)

  1. Shareholders who, also jointly, represent at least one fortieth of the share capital may request, within ten days of the publication of the notice of call of the shareholders' meeting, or within five days in the case of a call pursuant to Article 125-bis, paragraph 3, or Article 104, paragraph 2, to supplement the list of items to be discussed, indicating in their request the additional items they propose, or submit proposals for resolutions on items already on the agenda. The applications, together with the certification attesting ownership of the shareholding, shall be submitted in writing, also by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those entitled to vote may individually submit motions to the shareholders' meeting. In the case of cooperative societies, the amount of capital shall be determined by the statutes, also by way of derogation from Article 135.

  2. Additions to the agenda or the submission of further proposed resolutions on items already on the agenda, pursuant to paragraph 1, shall be announced, in the same manner as prescribed for the publication of the notice of call, at least fifteen days prior to the date set for the shareholders' meeting. Any further resolutions on items already on the agenda shall be made available to the public in the manner set forth in Article 125-ter, paragraph 1, at the same time as the publication of the notice of presentation. The time limit is reduced to seven days in the case of shareholders' meetings convened pursuant to Article 104, paragraph 2, or in the case of shareholders' meetings convened pursuant to Article 125-bis, paragraph 3.

  3. Additions to the agenda are not permitted for items on which the shareholders' meeting resolves, in accordance with the law, on a proposal of the board of directors or on the basis of a draft or a report prepared by them, other than those indicated in Article 125-ter, paragraph 1.

  4. Shareholders requesting an integration pursuant to paragraph 1 shall prepare a report stating the reasons for the resolution proposals on the new items they propose to deal with or the reasons for the additional resolution proposals submitted on items already on the agenda. The report shall be submitted to the administrative body by the deadline for submitting the request for supplementation. The board of directors shall make the report, accompanied by its own assessment, if any, available to the public at the same time as the publication of the notice of supplementation or submission, in the manner set out in Article 125-ter(1).

  5. If the administrative body or, in case of inactivity of the latter, the board of statutory auditors, or the supervisory board or the management control committee, do not provide for the integration of the agenda with the new items or proposals submitted pursuant to paragraph 1, the court, after hearing the members of the administrative and control bodies, shall, where the refusal to do so is unjustified, order the integration by decree. The decree shall be published in the manner provided for in Article 125-ter(1).

Article 135-decies (Conflict of Interest of Representative and Substitutes)

  1. The granting of a proxy to a proxy holder with a conflict of interest is permissible provided that the proxy holder informs the shareholder in writing of the circumstances giving rise to the conflict of interest and provided that there are specific voting instructions for each resolution in respect of which the proxy holder is to vote on behalf of the shareholder. The representative bears the burden of proof of having communicated to the shareholder the circumstances giving rise to the conflict of interest. Article 1711(2) of the Civil Code does not apply.

  2. For the purposes of this Article, a conflict of interest exists in any case where the representative or substitute:

(a) controls, even jointly, the company or is controlled, even jointly, or is under common control with the company;

(b) is affiliated with the company or exercises significant influence over it or the latter exercises significant influence over the representative;

(c) is a member of the management or supervisory body of the company or of the persons indicated in points (a) and (b);

(d) is an employee or auditor of the company or of the persons referred to in (a);

(e) is the spouse, relative or relative-in-law to the fourth degree of kin of the persons indicated in points (a) to (c);

f) is bound to the company or to the persons indicated in points a), b), c) and e) by self-employment or employment relationships or other relationships of a financial nature that compromise his independence.

  1. The replacement of the agent by a substitute with a conflict of interests is permitted only if the substitute has been indicated by the shareholder. Para. (1) applies in this case. The duty of disclosure and the related burden of proof remain with the agent.

  2. This Article also applies in the case of the transfer of shares by proxy.

Article 135-undecies (Representative Appointed by the Company with Listed Shares)

  1. Unless the Articles of Association provide otherwise, for each shareholders' meeting listed companies shall designate a person on whom shareholders may confer, by the end of the second trading day prior to the date set for the shareholders' meeting, including on a subsequent call, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be effective only for those proposals in relation to which voting instructions are given.

  2. Proxy is conferred by signing a proxy form, the content of which is governed by Consob regulations. The granting of proxy shall be free of charge for the shareholder. Proxy and voting instructions are always revocable within the term indicated in subsection 1.

  3. Shares for which a proxy has been given, even partially, shall be counted for the purpose of the proper constitution of the shareholders' meeting. With regard to proposals for which no voting instructions have been conferred, the shares shall not be counted for the purpose of calculating the majority and the share of capital required for the approval of resolutions.

  4. The person appointed as representative is obliged to disclose any interest he or she has on his or her own behalf or on behalf of third parties with respect to the resolution proposals on the agenda. He shall also maintain the confidentiality of the content of the voting instructions received until the beginning of the voting, without prejudice to the possibility of communicating such information to his employees and auxiliaries, who shall be subject to the same duty of confidentiality. No proxies may be given to the person appointed as representative except in compliance with this Article.

  5. In the regulation referred to in subsection 2, Consob may establish the cases in which a representative who is not in any of the conditions indicated in Article 135-decies may cast a vote other than that indicated in the instructions.

Civil Code

Art. 2393 (Corporate action for liability)

  1. Liability actions against directors are brought following a resolution of the shareholders' meeting, even if the company is in liquidation.

  2. The resolution concerning the liability of directors may be passed during the discussion of the budget, even if it is not indicated in the list of items to be dealt with, when it concerns facts pertaining to the financial year to which the budget refers.

  3. A liability action may also be brought following a resolution of the board of auditors passed by a two-thirds majority of its members.

  4. The action may be brought no later than five years after the director has ceased to hold office.

  5. The resolution of the liability action shall entail the removal from office of the directors against whom it is brought, provided that it is passed with the favourable vote of at least one-fifth of the share capital. In this case, the shareholders' meeting shall replace the directors.

  6. The company may waive the right to bring a liability action and may settle the same, provided that the waiver and settlement are approved by an express resolution of the shareholders' meeting, and provided that there is no vote against by a minority of shareholders representing at least one-fifth of the share capital or, in the case of companies having recourse to the venture capital market, at least one-twentieth of the share capital, or the amount provided for in the articles of association for the bringing of a liability action pursuant to Article 2393-bis, first and second paragraphs.

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