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Banca Ifis

M&A Activity May 21, 2025

4153_tar_2025-05-21_67d0412f-81f0-4477-b417-e11477d38c05.pdf

M&A Activity

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ACCEPTANCE FORM NO. ___________

ACCEPTANCE FORM

TO THE VOLUNTARY TOTALITARIAN TENDER AND EXCHANGE OFFER

pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 24 February 1998, no. 58 (the "Offer")

promoted by Banca Ifis S.p.A. (the "Offeror") over a maximum of 84,067,808 ordinary shares of illimity Bank S.p.A. (the "Issuer")

Dear Appointed Intermediary ____________________________, The undersigned (first name, last name or company name) __________________________________________, Tax Code / VAT No. ______________________________________, born in ______________________________, on _______________, Citizenship / Nationality ______________, resident / with registered office in _____________________, Province __________, Street______________________, Postcode_________, Customer Code ______________, owner of no. ______________ ordinary shares of the Issuer ("Shares") (with ISIN code: __________________), with no indication of the par value, with regular dividend rights and freely transferable, of which it guarantees the legitimate and full ownership and availability, as well as the absence of charges and encumbrances of any kind and nature, real or personal.

Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning as ascribed to them in the offer document prepared for the purpose of the Offer ("Offer Document").

DECLARES to have acknowledged of all the conditions, terms and modalities of this Offer, including the Consideration, as defined below, that will be paid for each Share tendered to the Offer, as per the Offer Document and the exemption document (the "Exemption Document") made available to the public at the Offeror's registered office (Mestre (Venice) (VE), Via Terraglio no. 63), at the registered office of the Intermediary in Charge of Coordinating the Collection of Acceptances, Equita SIM S.p.A. (Milan, Via Filippo Turati No. 9) and of the Appointed Intermediaries as indicated in the Offer Document, and available on the website of the Offeror (www.bancaifis.it) and of the Global Information Agents Sodali & Co (www.sodali.com) and Georgeson S.r.l. (www.georgeson.com). TENDERS irrevocably and unconditionally to this Offer no. ____________________ Shares which: o have already been deposited with You in the securities account no. __________________ in the name of: ____________________________; o will be placed in the aforementioned account following the stock exchange liquidation; o are deposited with You at the same time as of the signing of this Acceptance Form; and o will be transferred/deposited to You, in a timely manner, by appointment expressly accepted, attached hereby, by the Depositary Intermediary of the Shares tendered by means of this Acceptance Form. AUTHORISES the placing of the aforesaid Shares in a transitional deposit with You restricted for the purposes of this Offer. CONSENTS as of now the transfer to the Offeror of the Shares placed in the above transitional deposit, granting You an irrevocable mandate to execute or cause to be executed, in the name and on behalf of the undersigned, all necessary formalities for the transfer of the Shares to the Offeror. All against payment of the Consideration, as defined below, on the Payment Date, as further specified in the Offer Document. DECLARES - to accept as of now the cancellation of the transaction if irregularities are found in the data contained in this Acceptance Form as a result of the verifications and controls following the delivery of the Shares under this Acceptance Form; - to be aware that, in view of the fact that the Shares are subject to the dematerialization regime provided for by Articles 83-bis et seq. of the TUF and the Regulation adopted by CONSOB and the Bank of Italy by Resolution dated 22 February 2008, as subsequently amended and supplemented, the signature of the Acceptance Form also constitutes an irrevocable instruction to the Appointed Intermediary (or to the relevant Depositary Intermediary with which the Shares are deposited in a securities account) to transfer the Shares deposited with such intermediaries in favour of the Offeror. ACKNOWLEDGES 1. that the acceptance of the Offer is irrevocable, without prejudice to the possibility of accepting competing offers, pursuant to applicable laws and regulations; 2. that the Offer will be completed only upon the occurrence of the Conditions of the Offer, or upon the waiver thereof by the Offeror, as explained and described in Section A, Paragraph A.1, of the Offer Document. If any of the Conditions of the Offer will not occur and the Offeror will not exercise its right of waiver, the Offer will not be completed and the Shares tendered to the Offer will be made available to their respective holders, without any charge or expenses for them, within the Trading Day following the date on which the Offeror will have communicated the non-completion of the Offer; 3. that the Acceptance Period commenced at 8:30 a.m. (Italian time) on 19 May 2025 and will end at 5:30 p.m. (Italian time) on 27 June 2025, extremes included, without prejudice to any extensions to the Acceptance Period, which may occur in compliance with the applicable laws and regulations, and that a reopening of the terms may occur on the Trading Days 7, 8 9, 10 and 11 July 2025, as explained and described in Section F, Paragraph F.1, of the Offer Document; 4. that for each Share tendered to the Offer, the Offeror will pay to the Adherents a consideration (the "Consideration") made up of: a. a component represented by ordinary Banca Ifis Shares issued in execution of the Share Capital Increase to Serve the Offer, equal to no. 0.10 Banca Ifis Shares listed on Euronext Milan, Euronext STAR Milan segment (the "Consideration in Shares"); b. a cash component, equal to Euro 1.414, which will be adjusted to Euro 1.506 following the ex-dividend date, on 19 May 2025, of the coupon relating to the payment of the dividend balance for financial year 2024 which will be distributed by the Offeror and has been approved by the Offeror's shareholders' meeting on 17 April 2025 (the "Consideration in Cash"), as better described in Section E, Paragraph E.1, of the Offer Document; 5. that if the result of the application of the Exchange Ratio to the illimity Shares tendered to the Offer by one Adherent does not correspond to an integer number of Banca Ifis Shares, the Fractional Parts of the Banca Ifis Shares will be grouped and subsequently sold on Euronext Milan, Euronext STAR Milan segment, and the proceeds of such sales will be credited to the relevant Adherents in proportion to their respective Fractional Parts (i.e., the Monetary Amount of the Fractional Part), as explained and described in Section F, Paragraph F.6, of the Offer Document; 6. that the Adherent will not bear any cost or transaction fees for the assignment of the Banca Ifis Shares, nor for the payment of the Monetary Amount of the Fractional Part, and that no interest will be paid on the Monetary Amount of the Fractional Part; 7. that in the Offer Document it is provided that the payment of the Consideration will be made on 4 July 2025, corresponding to the fifth Trading Day following the closing date of the Acceptance Period indicated in the Offer Document, without prejudice to any extensions to the Acceptance Period pursuant to the applicable laws and regulations, or on the fifth Trading Day following the closing date of the Reopening of Terms, if any, without prejudice to any amendments to the Offer that may intervene in compliance with the applicable laws and regulations. Such payment is subject to the completion of the necessary formalities to transfer the Shares to the Offeror; 8. that the Consideration is net of stamp and registration duties, if any, and of fees, commissions and expenses which will remain payable by the Offeror. On the contrary, any income tax (including, for the sake of completeness, IRAP) or substitute tax, if due, on the capital gain, if any, will remain payable by the Adherents and no interest will be paid on the Consideration for each Share tendered to the Offer between the date of acceptance of the Offer and the Payment Date of the Consideration or the Payment Date Following the Reopening of Terms, if any; 9. that adherence to the Offer by means of this Acceptance Form may also be made at one of the Depositary Intermediaries on behalf of the Adherents, who shall countersign the Acceptance Form and send it to one of the Appointed Intermediaries; 10. that Adherents bear the sole risk that the Depositary Intermediary does not deliver the Acceptance Form and, if applicable, does not deposit the Shares with the Intermediary in Charge of Coordinating the Collection of Acceptances by the last valid day of the Acceptance Period or, where applicable, by and no later than the last day of the Reopening of Terms, if any, and that the Depositary Intermediary does not transfer the Consideration to the rightsholders or delays the transfer; and 11. that for the period between the acceptance date and the Payment Date, or, in the event of any Reopening of the Terms, the Payment Date Following the Reopening of the Terms, the Adherents to the Offer may exercise the property and corporate rights relating to the Shares, which shall remain in the ownership of the same Adherents. GRANTS an irrevocable mandate to the Intermediary in Charge of Coordinating the Collection of Acceptances, with reference to the Consideration in Shares, to sell on Euronext Milan, Euronext STAR Milan segment, in name and on behalf of the undersigned, the relevant Fractional Parts to which the undersigned is entitled, if any, equal to no. _________________ Banca Ifis Shares, deriving from the exchange of such shares with the Shares of the Issuer, paying to the undersigned, through this Appointed Intermediary and in the terms set forth below, the Monetary Amount of the Fractional Part, as explained and described in Section F, Paragraph F.6, of the Offer Document. AUTHORISES SHARES COMPONENT OF THE CONSIDERATION this Appointed Intermediary/Depositary Intermediary to: o settle/procure the settlement of the payment of the Consideration in Shares through the deposit of no. _____________________ Banca Ifis Shares to which the undersigned is entitled as a consequence of the ratio of 0.10 Banca Ifis Shares for each Share of the Issuer, through the registration, in dematerialized form, to the securities account no. ______________________________________, at ________________________________________ in the name of _____________________________________________; o communicate to the Intermediary in Charge of Coordinating the Collection of Acceptances the Fractional Part to which the undersigned is entitled as a consequence of the exchange with the Shares, equal to no. _____________________ Banca Ifis Shares, crediting, directly or indirectly, the Monetary Amount of the Fractional Part through: 1. credit to the account no. __________________________________________, in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or 2. non-transferable bank draft in the name of _________________________________________ to be sent to _________________________________________. CASH COMPONENT OF THE CONSIDERATION this Appointed Intermediary/Depositary Intermediary to settle/procure the settlement of the payment of the Consideration in Cash through: 1. credit to the account no. __________________________________________ in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or 2. non-transferable bank draft in the name of _________________________________________ to be sent to _________________________________________, in the amount of Euro _________________________________________ representing the overall Consideration in Cash for the Shares tendered to the Offer. DECLARES 1. to be aware that the Offer is addressed, on equal terms, to all the holders of the Shares, is promoted in Italy and has not been and will not be promoted, nor disseminated, in the United States of America (i.e., addressed to "U.S. Persons", as defined under the U.S. Securities Act of 1933, as amended), in Canada, Japan and Australia, as well as in any country other than Italy where such Offer is not permitted in the absence of authorisation by the competent authorities or other fulfilment on the part of the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively, the "Other Countries") nor by using national or international means of communication or commerce of the Other Countries (including, by way of example, the postal network, fax, e-mail, telephone and internet), nor through any structure of any of the financial intermediaries of the Other Countries, nor in any other way (for further information, see Section F, Paragraph F.4, of the Offer Document);

ACCEPTANCE FORM NO. ___________

or indirectly the postal services and/or any other means or instrument (including, without limitation, the postal network, fax, telex, electronic mail, telephone and Internet, and/or any other means or medium of information technology) of national or international commerce, or the services of any regulated market of the Other Countries; and 3. to be outside Other Countries as countries where the Offer is not permitted in the absence of authorisation by the competent authorities when this Acceptance Form is delivered or signed.

Pursuant to and for the purposes of Article 13 of the EU Regulation 679/2016 ("GDPR"), it is hereby notified that the personal data provided when signing this Acceptance Form will be processed, also through the use of computer and telematic procedures, for the sole purposes directly connected and instrumental to the Offer, which constitute the legal basis for the processing. The provision of data is necessary and any refusal to provide such data shall result in the impossibility to adhere to the Offer. In relation to the aforesaid processing, the Adherent may exercise the rights set forth in Articles 15 to 22 of the GDPR (including, without limitation, the right of access, the right to erasure of data, the right to rectification, the right to limitation of data processing and the right to lodge a complaint with the Garante per la protezione dei dati personali). Personal data will be processed, as separate and autonomous data controllers, each for the purposes related and instrumental to its role in the transaction by the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror, the Depositary Intermediaries and companies identified by the latter which - as data controllers or data processors - perform functional or support activities as necessary for the transaction, to whom the personal data may be communicated and whose precise identity may be known by directly contacting the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror and the Depositary Intermediaries (who may also be requested to know the identity of their respective data processors, if any). The data will be retained only for the period of time necessary to pursue the aforesaid purposes, after which they will be retained in accordance with the ordinary limitation periods set forth by the Italian Civil Code or by specific provisions of law, for administrative purposes and/or to assert or defend a right or a legitimate interest of the holders or of third parties.

_________________________________ The Adherent or its representative

___________________________________ Stamp and signature of the Appointed Intermediary

_____________, there ______________

The Depositary Intermediary with whom this Acceptance Form is deposited declares upon its presentation by the subscriber and under its own responsibility:

(a) to be the depositary of the above-mentioned Shares subject of this Acceptance Form; (b) to carry out the necessary formalities for the transfer of the Shares to the Intermediary in Charge of Coordinating the Collection of Acceptances exclusively through Euronext Milan, by and no later than the end of the Acceptance Period, or by and no later than the end of the Reopening of the Terms, if any.

____________________________________ Stamp and signature of Depositary Intermediary

Sheet No. 1 – Copy for the Intermediary in Charge of Coordinating the Collection of Acceptances

ACCEPTANCE FORM NO. ___________

ACCEPTANCE FORM

TO THE VOLUNTARY TOTALITARIAN TENDER AND EXCHANGE OFFER

pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 24 February 1998, no. 58 (the "Offer")

promoted by Banca Ifis S.p.A. (the "Offeror") over a maximum of 84,067,808 ordinary shares of illimity Bank S.p.A. (the "Issuer")

Dear Appointed Intermediary ____________________________, The undersigned (first name, last name or company name) __________________________________________, Tax Code / VAT No. ______________________________________, born in ______________________________, on _______________, Citizenship / Nationality ______________, resident / with registered office in _____________________, Province __________, Street______________________, Postcode_________, Customer Code ______________, owner of no. ______________ ordinary shares of the Issuer ("Shares") (with ISIN code: __________________), with no indication of the par value, with regular dividend rights and freely transferable, of which it guarantees the legitimate and full ownership and availability, as well as the absence of charges and encumbrances of any kind and nature, real or personal. Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning as ascribed to them in the offer document prepared for the purpose of the Offer ("Offer Document"). DECLARES to have acknowledged of all the conditions, terms and modalities of this Offer, including the Consideration, as defined below, that will be paid for each Share tendered to the Offer, as per the Offer Document and the exemption document (the "Exemption Document") made available to the public at the Offeror's registered office (Mestre (Venice) (VE), Via Terraglio no. 63), at the registered office of the Intermediary in Charge of Coordinating the Collection of Acceptances, Equita SIM S.p.A. (Milan, Via Filippo Turati No. 9) and of the Appointed Intermediaries as indicated in the Offer Document, and available on the website of the Offeror (www.bancaifis.it) and of the Global Information Agents Sodali & Co (www.sodali.com) and Georgeson S.r.l. (www.georgeson.com). TENDERS irrevocably and unconditionally to this Offer no. ____________________ Shares which: o have already been deposited with You in the securities account no. __________________ in the name of: ____________________________; o will be placed in the aforementioned account following the stock exchange liquidation; o are deposited with You at the same time as of the signing of this Acceptance Form; and o will be transferred/deposited to You, in a timely manner, by appointment expressly accepted, attached hereby, by the Depositary Intermediary of the Shares tendered by means of this Acceptance Form.

AUTHORISES the placing of the aforesaid Shares in a transitional deposit with You restricted for the purposes of this Offer.

CONSENTS as of now the transfer to the Offeror of the Shares placed in the above transitional deposit, granting You an irrevocable mandate to execute or cause to be executed, in the name and on behalf of the undersigned, all necessary formalities for the transfer of the Shares to the Offeror. All against payment of the Consideration, as defined below, on the Payment Date, as further specified in the Offer Document.

DECLARES - to accept as of now the cancellation of the transaction if irregularities are found in the data contained in this Acceptance Form as a result of the verifications and controls following the delivery of the Shares under this Acceptance Form;

  • to be aware that, in view of the fact that the Shares are subject to the dematerialization regime provided for by Articles 83-bis et seq. of the TUF and the Regulation adopted by CONSOB and the Bank of Italy by Resolution dated 22 February 2008, as subsequently amended and supplemented, the signature of the Acceptance Form also constitutes an irrevocable instruction to the Appointed Intermediary (or to the relevant Depositary Intermediary with which the Shares are deposited in a securities account) to transfer the Shares deposited with such intermediaries in favour of the Offeror.

ACKNOWLEDGES 1. that the acceptance of the Offer is irrevocable, without prejudice to the possibility of accepting competing offers, pursuant to applicable laws and regulations;

  1. that the Offer will be completed only upon the occurrence of the Conditions of the Offer, or upon the waiver thereof by the Offeror, as explained and described in Section A, Paragraph A.1, of the Offer Document. If any of the Conditions of the Offer will not occur and the Offeror will not exercise its right of waiver, the Offer will not be completed and the Shares tendered to the Offer will be made available to their respective holders, without any charge or expenses for them, within the Trading Day following the date on which the Offeror will have communicated the non-completion of the Offer;

  2. that the Acceptance Period commenced at 8:30 a.m. (Italian time) on 19 May 2025 and will end at 5:30 p.m. (Italian time) on 27 June 2025, extremes included, without prejudice to any extensions to the Acceptance Period, which may occur in compliance with the applicable laws and regulations, and that a reopening of the terms may occur on the Trading Days 7, 8 9, 10 and 11 July 2025, as explained and described in Section F, Paragraph F.1, of the Offer Document;

  3. that for each Share tendered to the Offer, the Offeror will pay to the Adherents a consideration (the "Consideration") made up of:

a. a component represented by ordinary Banca Ifis Shares issued in execution of the Share Capital Increase to Serve the Offer, equal to no. 0.10 Banca Ifis Shares listed on Euronext Milan, Euronext STAR Milan segment (the "Consideration in Shares");

b. a cash component, equal to Euro 1.414, which will be adjusted to Euro 1.506 following the ex-dividend date, on 19 May 2025, of the coupon relating to the payment of the dividend balance for financial year 2024 which will be distributed by the Offeror and has been approved by the Offeror's shareholders' meeting on 17 April 2025 (the "Consideration in Cash"),

as better described in Section E, Paragraph E.1, of the Offer Document;

  1. that if the result of the application of the Exchange Ratio to the illimity Shares tendered to the Offer by one Adherent does not correspond to an integer number of Banca Ifis Shares, the Fractional Parts of the Banca Ifis Shares will be grouped and subsequently sold on Euronext Milan, Euronext STAR Milan segment, and the proceeds of such sales will be credited to the relevant Adherents in proportion to their respective Fractional Parts (i.e., the Monetary Amount of the Fractional Part), as explained and described in Section F, Paragraph F.6, of the Offer Document;

  2. that the Adherent will not bear any cost or transaction fees for the assignment of the Banca Ifis Shares, nor for the payment of the Monetary Amount of the Fractional Part, and that no interest will be paid on the Monetary Amount of the Fractional Part;

  3. that in the Offer Document it is provided that the payment of the Consideration will be made on 4 July 2025, corresponding to the fifth Trading Day following the closing date of the Acceptance Period indicated in the Offer Document, without prejudice to any extensions to the Acceptance Period pursuant to the applicable laws and regulations, or on the fifth Trading Day following the closing date of the Reopening of Terms, if any, without prejudice to any amendments to the Offer that may intervene in compliance with the applicable laws and regulations. Such payment is subject to the completion of the necessary formalities to transfer the Shares to the Offeror;

  4. that the Consideration is net of stamp and registration duties, if any, and of fees, commissions and expenses which will remain payable by the Offeror. On the contrary, any income tax (including, for the sake of completeness, IRAP) or substitute tax, if due, on the capital gain, if any, will remain payable by the Adherents and no interest will be paid on the Consideration for each Share tendered to the Offer between the date of acceptance of the Offer and the Payment Date of the Consideration or the Payment Date Following the Reopening of Terms, if any;

  5. that adherence to the Offer by means of this Acceptance Form may also be made at one of the Depositary Intermediaries on behalf of the Adherents, who shall countersign the Acceptance Form and send it to one of the Appointed Intermediaries;

  6. that Adherents bear the sole risk that the Depositary Intermediary does not deliver the Acceptance Form and, if applicable, does not deposit the Shares with the Intermediary in Charge of Coordinating the Collection of Acceptances by the last valid day of the Acceptance Period or, where applicable, by and no later than the last day of the Reopening of Terms, if any, and that the Depositary Intermediary does not transfer the Consideration to the rightsholders or delays the transfer; and

  7. that for the period between the acceptance date and the Payment Date, or, in the event of any Reopening of the Terms, the Payment Date Following the Reopening of the Terms, the Adherents to the Offer may exercise the property and corporate rights relating to the Shares, which shall remain in the ownership of the same Adherents.

GRANTS an irrevocable mandate to the Intermediary in Charge of Coordinating the Collection of Acceptances, with reference to the Consideration in Shares, to sell on Euronext Milan, Euronext STAR Milan segment, in name and on behalf of the undersigned, the relevant Fractional Parts to which the undersigned is entitled, if any, equal to no. _________________ Banca Ifis Shares, deriving from the exchange of such shares with the Shares of the Issuer, paying to the undersigned, through this Appointed Intermediary and in the terms set forth below, the Monetary Amount of the Fractional Part, as explained and described in Section F, Paragraph F.6, of the Offer Document.

AUTHORISES SHARES COMPONENT OF THE CONSIDERATION

this Appointed Intermediary/Depositary Intermediary to: o settle/procure the settlement of the payment of the Consideration in Shares through the deposit of no. _____________________ Banca Ifis Shares to which the undersigned is entitled as a consequence of the ratio of 0.10 Banca Ifis Shares for each Share of the Issuer, through the registration, in dematerialized form, to the securities account no. ______________________________________, at ________________________________________ in the name of _____________________________________________;

o communicate to the Intermediary in Charge of Coordinating the Collection of Acceptances the Fractional Part to which the undersigned is entitled as a consequence of the exchange with the Shares, equal to no. _____________________ Banca Ifis Shares, crediting, directly or indirectly, the Monetary Amount of the Fractional Part through: 1. credit to the account no. __________________________________________, in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or 2. non-transferable bank draft in the name of _________________________________________ to be sent to _________________________________________. CASH COMPONENT OF THE CONSIDERATION

this Appointed Intermediary/Depositary Intermediary to settle/procure the settlement of the payment of the Consideration in Cash through: 1. credit to the account no. __________________________________________ in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or

2. non-transferable bank draft in the name of _______ to be sent to _________, in the amount of
Euro ___________ representing the overall Consideration in Cash for the Shares tendered to the Offer.

DECLARES 1. to be aware that the Offer is addressed, on equal terms, to all the holders of the Shares, is promoted in Italy and has not been and will not be promoted, nor disseminated, in the United States of America (i.e., addressed to "U.S. Persons", as defined under the U.S. Securities Act of 1933, as amended), in Canada, Japan and Australia, as well as in any country other than Italy where such Offer is not permitted in the absence of authorisation by the competent authorities or other fulfilment on the part of the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively, the "Other Countries") nor by using national or international means of communication or commerce of the Other Countries (including, by way of example, the postal network, fax, e-mail, telephone and internet), nor through any structure of any of the financial intermediaries of the Other Countries, nor in any other way (for further information, see Section F, Paragraph F.4, of the Offer Document);

ACCEPTANCE FORM NO. ___________ or indirectly the postal services and/or any other means or instrument (including, without limitation, the postal network, fax, telex, electronic mail, telephone and Internet, and/or any other means or medium of information technology) of national or international commerce, or the services of any regulated market of the Other Countries; and 3. to be outside Other Countries as countries where the Offer is not permitted in the absence of authorisation by the competent authorities when this Acceptance Form is delivered or

Pursuant to and for the purposes of Article 13 of the EU Regulation 679/2016 ("GDPR"), it is hereby notified that the personal data provided when signing this Acceptance Form will be processed, also through the use of computer and telematic procedures, for the sole purposes directly connected and instrumental to the Offer, which constitute the legal basis for the processing. The provision of data is necessary and any refusal to provide such data shall result in the impossibility to adhere to the Offer. In relation to the aforesaid processing, the Adherent may exercise the rights set forth in Articles 15 to 22 of the GDPR (including, without limitation, the right of access, the right to erasure of data, the right to rectification, the right to limitation of data processing and the right to lodge a complaint with the Garante per la protezione dei dati personali). Personal data will be processed, as separate and autonomous data controllers, each for the purposes related and instrumental to its role in the transaction by the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror, the Depositary Intermediaries and companies identified by the latter which - as data controllers or data processors - perform functional or support activities as necessary for the transaction, to whom the personal data may be communicated and whose precise identity may be known by directly contacting the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror and the Depositary Intermediaries (who may also be requested to know the identity of their respective data processors, if any). The data will be retained only for the period of time necessary to pursue the aforesaid purposes, after which they will be retained in accordance with the ordinary limitation periods set forth by the Italian Civil Code or by specific provisions of law, for administrative purposes and/or to assert or defend a right or a legitimate interest of the holders or of third parties.

_________________________________ The Adherent or its representative

___________________________________ Stamp and signature of the Appointed Intermediary

_____________, there ______________

The Depositary Intermediary with whom this Acceptance Form is deposited declares upon its presentation by the subscriber and under its own responsibility:

signed.

(a) to be the depositary of the above-mentioned Shares subject of this Acceptance Form; (b) to carry out the necessary formalities for the transfer of the Shares to the Intermediary in Charge of Coordinating the Collection of Acceptances exclusively through Euronext Milan, by and no later than the end of the Acceptance Period, or by and no later than the end of the Reopening of the Terms, if any.

____________________________________ Stamp and signature of Depositary Intermediary

Sheet No. 2 – Copy for the Appointed Intermediary

ACCEPTANCE FORM NO. ___________

TO THE VOLUNTARY TOTALITARIAN TENDER AND EXCHANGE OFFER

pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 24 February 1998, no. 58 (the "Offer")

promoted by Banca Ifis S.p.A. (the "Offeror") over a maximum of 84,067,808 ordinary shares of illimity Bank S.p.A. (the "Issuer")

Dear Appointed Intermediary ____________________________, The undersigned (first name, last name or company name) __________________________________________, Tax Code / VAT No. ______________________________________, born in ______________________________, on _______________, Citizenship / Nationality ______________, resident / with registered office in _____________________, Province __________, Street______________________, Postcode_________, Customer Code ______________, owner of no. ______________ ordinary shares of the Issuer ("Shares") (with ISIN code: __________________), with no indication of the par value, with regular dividend rights and freely transferable, of which it guarantees the legitimate and full ownership and availability, as well as the absence of charges and encumbrances of any kind and nature, real or personal.

Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning as ascribed to them in the offer document prepared for the purpose of the Offer ("Offer Document").

DECLARES to have acknowledged of all the conditions, terms and modalities of this Offer, including the Consideration, as defined below, that will be paid for each Share tendered to the Offer, as per the Offer Document and the exemption document (the "Exemption Document") made available to the public at the Offeror's registered office (Mestre (Venice) (VE), Via Terraglio no. 63), at the registered office of the Intermediary in Charge of Coordinating the Collection of Acceptances, Equita SIM S.p.A. (Milan, Via Filippo Turati No. 9) and of the Appointed Intermediaries as indicated in the Offer Document, and available on the website of the Offeror (www.bancaifis.it) and of the Global Information Agents Sodali & Co (www.sodali.com) and Georgeson S.r.l. (www.georgeson.com). TENDERS irrevocably and unconditionally to this Offer no. ____________________ Shares which: o have already been deposited with You in the securities account no. __________________ in the name of: ____________________________; o will be placed in the aforementioned account following the stock exchange liquidation; o are deposited with You at the same time as of the signing of this Acceptance Form; and o will be transferred/deposited to You, in a timely manner, by appointment expressly accepted, attached hereby, by the Depositary Intermediary of the Shares tendered by means of this Acceptance Form. AUTHORISES the placing of the aforesaid Shares in a transitional deposit with You restricted for the purposes of this Offer. CONSENTS as of now the transfer to the Offeror of the Shares placed in the above transitional deposit, granting You an irrevocable mandate to execute or cause to be executed, in the name and on behalf of the undersigned, all necessary formalities for the transfer of the Shares to the Offeror. All against payment of the Consideration, as defined below, on the Payment Date, as further specified in the Offer Document. DECLARES - to accept as of now the cancellation of the transaction if irregularities are found in the data contained in this Acceptance Form as a result of the verifications and controls following the delivery of the Shares under this Acceptance Form; - to be aware that, in view of the fact that the Shares are subject to the dematerialization regime provided for by Articles 83-bis et seq. of the TUF and the Regulation adopted by CONSOB and the Bank of Italy by Resolution dated 22 February 2008, as subsequently amended and supplemented, the signature of the Acceptance Form also constitutes an irrevocable instruction to the Appointed Intermediary (or to the relevant Depositary Intermediary with which the Shares are deposited in a securities account) to transfer the Shares deposited with such intermediaries in favour of the Offeror. ACKNOWLEDGES 1. that the acceptance of the Offer is irrevocable, without prejudice to the possibility of accepting competing offers, pursuant to applicable laws and regulations; 2. that the Offer will be completed only upon the occurrence of the Conditions of the Offer, or upon the waiver thereof by the Offeror, as explained and described in Section A, Paragraph A.1, of the Offer Document. If any of the Conditions of the Offer will not occur and the Offeror will not exercise its right of waiver, the Offer will not be completed and the Shares tendered to the Offer will be made available to their respective holders, without any charge or expenses for them, within the Trading Day following the date on which the Offeror will have communicated the non-completion of the Offer; 3. that the Acceptance Period commenced at 8:30 a.m. (Italian time) on 19 May 2025 and will end at 5:30 p.m. (Italian time) on 27 June 2025, extremes included, without prejudice to any extensions to the Acceptance Period, which may occur in compliance with the applicable laws and regulations, and that a reopening of the terms may occur on the Trading Days 7, 8 9, 10 and 11 July 2025, as explained and described in Section F, Paragraph F.1, of the Offer Document; 4. that for each Share tendered to the Offer, the Offeror will pay to the Adherents a consideration (the "Consideration") made up of: a. a component represented by ordinary Banca Ifis Shares issued in execution of the Share Capital Increase to Serve the Offer, equal to no. 0.10 Banca Ifis Shares listed on Euronext Milan, Euronext STAR Milan segment (the "Consideration in Shares"); b. a cash component, equal to Euro 1.414, which will be adjusted to Euro 1.506 following the ex-dividend date, on 19 May 2025, of the coupon relating to the payment of the dividend balance for financial year 2024 which will be distributed by the Offeror and has been approved by the Offeror's shareholders' meeting on 17 April 2025 (the "Consideration in Cash"), as better described in Section E, Paragraph E.1, of the Offer Document; 5. that if the result of the application of the Exchange Ratio to the illimity Shares tendered to the Offer by one Adherent does not correspond to an integer number of Banca Ifis Shares, the Fractional Parts of the Banca Ifis Shares will be grouped and subsequently sold on Euronext Milan, Euronext STAR Milan segment, and the proceeds of such sales will be credited to the relevant Adherents in proportion to their respective Fractional Parts (i.e., the Monetary Amount of the Fractional Part), as explained and described in Section F, Paragraph F.6, of the Offer Document; 6. that the Adherent will not bear any cost or transaction fees for the assignment of the Banca Ifis Shares, nor for the payment of the Monetary Amount of the Fractional Part, and that no interest will be paid on the Monetary Amount of the Fractional Part; 7. that in the Offer Document it is provided that the payment of the Consideration will be made on 4 July 2025, corresponding to the fifth Trading Day following the closing date of the Acceptance Period indicated in the Offer Document, without prejudice to any extensions to the Acceptance Period pursuant to the applicable laws and regulations, or on the fifth Trading Day following the closing date of the Reopening of Terms, if any, without prejudice to any amendments to the Offer that may intervene in compliance with the applicable laws and regulations. Such payment is subject to the completion of the necessary formalities to transfer the Shares to the Offeror; 8. that the Consideration is net of stamp and registration duties, if any, and of fees, commissions and expenses which will remain payable by the Offeror. On the contrary, any income tax (including, for the sake of completeness, IRAP) or substitute tax, if due, on the capital gain, if any, will remain payable by the Adherents and no interest will be paid on the Consideration for each Share tendered to the Offer between the date of acceptance of the Offer and the Payment Date of the Consideration or the Payment Date Following the Reopening of Terms, if any; 9. that adherence to the Offer by means of this Acceptance Form may also be made at one of the Depositary Intermediaries on behalf of the Adherents, who shall countersign the Acceptance Form and send it to one of the Appointed Intermediaries; 10. that Adherents bear the sole risk that the Depositary Intermediary does not deliver the Acceptance Form and, if applicable, does not deposit the Shares with the Intermediary in Charge of Coordinating the Collection of Acceptances by the last valid day of the Acceptance Period or, where applicable, by and no later than the last day of the Reopening of Terms, if any, and that the Depositary Intermediary does not transfer the Consideration to the rightsholders or delays the transfer; and 11. that for the period between the acceptance date and the Payment Date, or, in the event of any Reopening of the Terms, the Payment Date Following the Reopening of the Terms, the Adherents to the Offer may exercise the property and corporate rights relating to the Shares, which shall remain in the ownership of the same Adherents. GRANTS an irrevocable mandate to the Intermediary in Charge of Coordinating the Collection of Acceptances, with reference to the Consideration in Shares, to sell on Euronext Milan, Euronext STAR Milan segment, in name and on behalf of the undersigned, the relevant Fractional Parts to which the undersigned is entitled, if any, equal to no. _________________ Banca Ifis Shares, deriving from the exchange of such shares with the Shares of the Issuer, paying to the undersigned, through this Appointed Intermediary and in the terms set forth below, the Monetary Amount of the Fractional Part, as explained and described in Section F, Paragraph F.6, of the Offer Document. AUTHORISES SHARES COMPONENT OF THE CONSIDERATION this Appointed Intermediary/Depositary Intermediary to: o settle/procure the settlement of the payment of the Consideration in Shares through the deposit of no. _____________________ Banca Ifis Shares to which the undersigned is entitled as a consequence of the ratio of 0.10 Banca Ifis Shares for each Share of the Issuer, through the registration, in dematerialized form, to the securities account no. ______________________________________, at ________________________________________ in the name of _____________________________________________; o communicate to the Intermediary in Charge of Coordinating the Collection of Acceptances the Fractional Part to which the undersigned is entitled as a consequence of the exchange with the Shares, equal to no. _____________________ Banca Ifis Shares, crediting, directly or indirectly, the Monetary Amount of the Fractional Part through: 1. credit to the account no. __________________________________________, in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or 2. non-transferable bank draft in the name of _________________________________________ to be sent to _________________________________________. CASH COMPONENT OF THE CONSIDERATION this Appointed Intermediary/Depositary Intermediary to settle/procure the settlement of the payment of the Consideration in Cash through: 1. credit to the account no. __________________________________________ in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or 2. non-transferable bank draft in the name of _________________________________________ to be sent to _________________________________________, in the amount of Euro _________________________________________ representing the overall Consideration in Cash for the Shares tendered to the Offer. DECLARES 1. to be aware that the Offer is addressed, on equal terms, to all the holders of the Shares, is promoted in Italy and has not been and will not be promoted, nor disseminated, in the United States of America (i.e., addressed to "U.S. Persons", as defined under the U.S. Securities Act of 1933, as amended), in Canada, Japan and Australia, as well as in any country other than Italy where such Offer is not permitted in the absence of authorisation by the competent authorities or other fulfilment on the part of the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively, the "Other Countries") nor by using national or international means of communication or commerce of the Other Countries (including, by way of example, the postal network, fax, e-mail, telephone and internet), nor through any structure of any of the financial intermediaries of the Other Countries, nor in any other way (for further information, see Section F, Paragraph F.4, of the Offer Document);

ACCEPTANCE FORM NO. ___________ or indirectly the postal services and/or any other means or instrument (including, without limitation, the postal network, fax, telex, electronic mail, telephone and Internet, and/or any other means or medium of information technology) of national or international commerce, or the services of any regulated market of the Other Countries; and 3. to be outside Other Countries as countries where the Offer is not permitted in the absence of authorisation by the competent authorities when this Acceptance Form is delivered or

Pursuant to and for the purposes of Article 13 of the EU Regulation 679/2016 ("GDPR"), it is hereby notified that the personal data provided when signing this Acceptance Form will be processed, also through the use of computer and telematic procedures, for the sole purposes directly connected and instrumental to the Offer, which constitute the legal basis for the processing. The provision of data is necessary and any refusal to provide such data shall result in the impossibility to adhere to the Offer. In relation to the aforesaid processing, the Adherent may exercise the rights set forth in Articles 15 to 22 of the GDPR (including, without limitation, the right of access, the right to erasure of data, the right to rectification, the right to limitation of data processing and the right to lodge a complaint with the Garante per la protezione dei dati personali). Personal data will be processed, as separate and autonomous data controllers, each for the purposes related and instrumental to its role in the transaction by the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror, the Depositary Intermediaries and companies identified by the latter which - as data controllers or data processors - perform functional or support activities as necessary for the transaction, to whom the personal data may be communicated and whose precise identity may be known by directly contacting the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror and the Depositary Intermediaries (who may also be requested to know the identity of their respective data processors, if any). The data will be retained only for the period of time necessary to pursue the aforesaid purposes, after which they will be retained in accordance with the ordinary limitation periods set forth by the Italian Civil Code or by specific provisions of law, for administrative purposes and/or to assert or defend a right or a legitimate interest of the holders or of third parties.

_________________________________ The Adherent or its representative

___________________________________ Stamp and signature of the Appointed Intermediary

_____________, there ______________

The Depositary Intermediary with whom this Acceptance Form is deposited declares upon its presentation by the subscriber and under its own responsibility:

signed.

(a) to be the depositary of the above-mentioned Shares subject of this Acceptance Form; (b) to carry out the necessary formalities for the transfer of the Shares to the Intermediary in Charge of Coordinating the Collection of Acceptances exclusively through Euronext Milan, by and no later than the end of the Acceptance Period, or by and no later than the end of the Reopening of the Terms, if any.

____________________________________ Stamp and signature of Depositary Intermediary

Sheet No. 3 – Copy for the Depositary Intermediary

APPLICATION FORM NO. ___________

TO THE VOLUNTARY TOTALITARIAN TENDER AND EXCHANGE OFFER

pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 24 February 1998, no. 58 (the "Offer")

promoted by Banca Ifis S.p.A. (the "Offeror") over a maximum of 84,067,808 ordinary shares of illimity Bank S.p.A. (the "Issuer")

Dear Appointed Intermediary ____________________________, The undersigned (first name, last name or company name) __________________________________________, Tax Code / VAT No. ______________________________________, born in ______________________________, on _______________, Citizenship / Nationality ______________, resident / with registered office in _____________________, Province __________, Street______________________, Postcode_________, Customer Code ______________, owner of no. ______________ ordinary shares of the Issuer ("Shares") (with ISIN code: __________________), with no indication of the par value, with regular dividend rights and freely transferable, of which it guarantees the legitimate and full ownership and availability, as well as the absence of charges and encumbrances of any kind and nature, real or personal.

Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning as ascribed to them in the offer document prepared for the purpose of the Offer ("Offer Document").

DECLARES to have acknowledged of all the conditions, terms and modalities of this Offer, including the Consideration, as defined below, that will be paid for each Share tendered to the Offer, as per the Offer Document and the exemption document (the "Exemption Document") made available to the public at the Offeror's registered office (Mestre (Venice) (VE), Via Terraglio no. 63), at the registered office of the Intermediary in Charge of Coordinating the Collection of Acceptances, Equita SIM S.p.A. (Milan, Via Filippo Turati No. 9) and of the Appointed Intermediaries as indicated in the Offer Document, and available on the website of the Offeror (www.bancaifis.it) and of the Global Information Agents Sodali & Co (www.sodali.com) and Georgeson S.r.l. (www.georgeson.com). TENDERS irrevocably and unconditionally to this Offer no. ____________________ Shares which: o have already been deposited with You in the securities account no. __________________ in the name of: ____________________________; o will be placed in the aforementioned account following the stock exchange liquidation; o are deposited with You at the same time as of the signing of this Acceptance Form; and o will be transferred/deposited to You, in a timely manner, by appointment expressly accepted, attached hereby, by the Depositary Intermediary of the Shares tendered by means of this Acceptance Form. AUTHORISES the placing of the aforesaid Shares in a transitional deposit with You restricted for the purposes of this Offer. CONSENTS as of now the transfer to the Offeror of the Shares placed in the above transitional deposit, granting You an irrevocable mandate to execute or cause to be executed, in the name and on behalf of the undersigned, all necessary formalities for the transfer of the Shares to the Offeror. All against payment of the Consideration, as defined below, on the Payment Date, as further specified in the Offer Document. DECLARES - to accept as of now the cancellation of the transaction if irregularities are found in the data contained in this Acceptance Form as a result of the verifications and controls following the delivery of the Shares under this Acceptance Form; - to be aware that, in view of the fact that the Shares are subject to the dematerialization regime provided for by Articles 83-bis et seq. of the TUF and the Regulation adopted by CONSOB and the Bank of Italy by Resolution dated 22 February 2008, as subsequently amended and supplemented, the signature of the Acceptance Form also constitutes an irrevocable instruction to the Appointed Intermediary (or to the relevant Depositary Intermediary with which the Shares are deposited in a securities account) to transfer the Shares deposited with such intermediaries in favour of the Offeror. ACKNOWLEDGES 1. that the acceptance of the Offer is irrevocable, without prejudice to the possibility of accepting competing offers, pursuant to applicable laws and regulations; 2. that the Offer will be completed only upon the occurrence of the Conditions of the Offer, or upon the waiver thereof by the Offeror, as explained and described in Section A, Paragraph A.1, of the Offer Document. If any of the Conditions of the Offer will not occur and the Offeror will not exercise its right of waiver, the Offer will not be completed and the Shares tendered to the Offer will be made available to their respective holders, without any charge or expenses for them, within the Trading Day following the date on which the Offeror will have communicated the non-completion of the Offer; 3. that the Acceptance Period commenced at 8:30 a.m. (Italian time) on 19 May 2025 and will end at 5:30 p.m. (Italian time) on 27 June 2025, extremes included, without prejudice to any extensions to the Acceptance Period, which may occur in compliance with the applicable laws and regulations, and that a reopening of the terms may occur on the Trading Days 7, 8 9, 10 and 11 July 2025, as explained and described in Section F, Paragraph F.1, of the Offer Document; 4. that for each Share tendered to the Offer, the Offeror will pay to the Adherents a consideration (the "Consideration") made up of: a. a component represented by ordinary Banca Ifis Shares issued in execution of the Share Capital Increase to Serve the Offer, equal to no. 0.10 Banca Ifis Shares listed on Euronext Milan, Euronext STAR Milan segment (the "Consideration in Shares"); b. a cash component, equal to Euro 1.414, which will be adjusted to Euro 1.506 following the ex-dividend date, on 19 May 2025, of the coupon relating to the payment of the dividend balance for financial year 2024 which will be distributed by the Offeror and has been approved by the Offeror's shareholders' meeting on 17 April 2025 (the "Consideration in Cash"), as better described in Section E, Paragraph E.1, of the Offer Document; 5. that if the result of the application of the Exchange Ratio to the illimity Shares tendered to the Offer by one Adherent does not correspond to an integer number of Banca Ifis Shares, the Fractional Parts of the Banca Ifis Shares will be grouped and subsequently sold on Euronext Milan, Euronext STAR Milan segment, and the proceeds of such sales will be credited to the relevant Adherents in proportion to their respective Fractional Parts (i.e., the Monetary Amount of the Fractional Part), as explained and described in Section F, Paragraph F.6, of the Offer Document; 6. that the Adherent will not bear any cost or transaction fees for the assignment of the Banca Ifis Shares, nor for the payment of the Monetary Amount of the Fractional Part, and that no interest will be paid on the Monetary Amount of the Fractional Part; 7. that in the Offer Document it is provided that the payment of the Consideration will be made on 4 July 2025, corresponding to the fifth Trading Day following the closing date of the Acceptance Period indicated in the Offer Document, without prejudice to any extensions to the Acceptance Period pursuant to the applicable laws and regulations, or on the fifth Trading Day following the closing date of the Reopening of Terms, if any, without prejudice to any amendments to the Offer that may intervene in compliance with the applicable laws and regulations. Such payment is subject to the completion of the necessary formalities to transfer the Shares to the Offeror; 8. that the Consideration is net of stamp and registration duties, if any, and of fees, commissions and expenses which will remain payable by the Offeror. On the contrary, any income tax (including, for the sake of completeness, IRAP) or substitute tax, if due, on the capital gain, if any, will remain payable by the Adherents and no interest will be paid on the Consideration for each Share tendered to the Offer between the date of acceptance of the Offer and the Payment Date of the Consideration or the Payment Date Following the Reopening of Terms, if any; 9. that adherence to the Offer by means of this Acceptance Form may also be made at one of the Depositary Intermediaries on behalf of the Adherents, who shall countersign the Acceptance Form and send it to one of the Appointed Intermediaries; 10. that Adherents bear the sole risk that the Depositary Intermediary does not deliver the Acceptance Form and, if applicable, does not deposit the Shares with the Intermediary in Charge of Coordinating the Collection of Acceptances by the last valid day of the Acceptance Period or, where applicable, by and no later than the last day of the Reopening of Terms, if any, and that the Depositary Intermediary does not transfer the Consideration to the rightsholders or delays the transfer; and 11. that for the period between the acceptance date and the Payment Date, or, in the event of any Reopening of the Terms, the Payment Date Following the Reopening of the Terms, the Adherents to the Offer may exercise the property and corporate rights relating to the Shares, which shall remain in the ownership of the same Adherents. GRANTS an irrevocable mandate to the Intermediary in Charge of Coordinating the Collection of Acceptances, with reference to the Consideration in Shares, to sell on Euronext Milan, Euronext STAR Milan segment, in name and on behalf of the undersigned, the relevant Fractional Parts to which the undersigned is entitled, if any, equal to no. _________________ Banca Ifis Shares, deriving from the exchange of such shares with the Shares of the Issuer, paying to the undersigned, through this Appointed Intermediary and in the terms set forth below, the Monetary Amount of the Fractional Part, as explained and described in Section F, Paragraph F.6, of the Offer Document. AUTHORISES SHARES COMPONENT OF THE CONSIDERATION this Appointed Intermediary/Depositary Intermediary to: o settle/procure the settlement of the payment of the Consideration in Shares through the deposit of no. _____________________ Banca Ifis Shares to which the undersigned is entitled as a consequence of the ratio of 0.10 Banca Ifis Shares for each Share of the Issuer, through the registration, in dematerialized form, to the securities account no. ______________________________________, at ________________________________________ in the name of _____________________________________________; o communicate to the Intermediary in Charge of Coordinating the Collection of Acceptances the Fractional Part to which the undersigned is entitled as a consequence of the exchange with the Shares, equal to no. _____________________ Banca Ifis Shares, crediting, directly or indirectly, the Monetary Amount of the Fractional Part through: 1. credit to the account no. __________________________________________, in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or 2. non-transferable bank draft in the name of _________________________________________ to be sent to _________________________________________. CASH COMPONENT OF THE CONSIDERATION this Appointed Intermediary/Depositary Intermediary to settle/procure the settlement of the payment of the Consideration in Cash through: 1. credit to the account no. __________________________________________ in the name of _______________________________________, at _________________________________________________, IBAN _______________________________; or 2. non-transferable bank draft in the name of _________________________________________ to be sent to _________________________________________, in the amount of Euro _________________________________________ representing the overall Consideration in Cash for the Shares tendered to the Offer. DECLARES 1. to be aware that the Offer is addressed, on equal terms, to all the holders of the Shares, is promoted in Italy and has not been and will not be promoted, nor disseminated, in the United States of America (i.e., addressed to "U.S. Persons", as defined under the U.S. Securities Act of 1933, as amended), in Canada, Japan and Australia, as well as in any country other than Italy where such Offer is not permitted in the absence of authorisation by the competent authorities or other fulfilment on the part of the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively, the "Other Countries") nor by using national or international means of communication or commerce of the Other Countries (including, by way of example, the postal network, fax, e-mail, telephone and internet), nor through any structure of any of the financial intermediaries of the Other Countries, nor in any other way (for further information, see Section F, Paragraph F.4, of the Offer Document);

APPLICATION FORM NO. ___________

or indirectly the postal services and/or any other means or instrument (including, without limitation, the postal network, fax, telex, electronic mail, telephone and Internet, and/or any other means or medium of information technology) of national or international commerce, or the services of any regulated market of the Other Countries; and 3. to be outside Other Countries as countries where the Offer is not permitted in the absence of authorisation by the competent authorities when this Acceptance Form is delivered or signed.

Pursuant to and for the purposes of Article 13 of the EU Regulation 679/2016 ("GDPR"), it is hereby notified that the personal data provided when signing this Acceptance Form will be processed, also through the use of computer and telematic procedures, for the sole purposes directly connected and instrumental to the Offer, which constitute the legal basis for the processing. The provision of data is necessary and any refusal to provide such data shall result in the impossibility to adhere to the Offer. In relation to the aforesaid processing, the Adherent may exercise the rights set forth in Articles 15 to 22 of the GDPR (including, without limitation, the right of access, the right to erasure of data, the right to rectification, the right to limitation of data processing and the right to lodge a complaint with the Garante per la protezione dei dati personali). Personal data will be processed, as separate and autonomous data controllers, each for the purposes related and instrumental to its role in the transaction by the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror, the Depositary Intermediaries and companies identified by the latter which - as data controllers or data processors - perform functional or support activities as necessary for the transaction, to whom the personal data may be communicated and whose precise identity may be known by directly contacting the Intermediary in Charge of Coordinating the Collection of Acceptances, the Offeror and the Depositary Intermediaries (who may also be requested to know the identity of their respective data processors, if any). The data will be retained only for the period of time necessary to pursue the aforesaid purposes, after which they will be retained in accordance with the ordinary limitation periods set forth by the Italian Civil Code or by specific provisions of law, for administrative purposes and/or to assert or defend a right or a legitimate interest of the holders or of third parties.

_________________________________ The Adherent or its representative

___________________________________ Stamp and signature of the Appointed Intermediary

_____________, there ______________

The Depositary Intermediary with whom this Acceptance Form is deposited declares upon its presentation by the subscriber and under its own responsibility:

(a) to be the depositary of the above-mentioned Shares subject of this Acceptance Form; (b) to carry out the necessary formalities for the transfer of the Shares to the Intermediary in Charge of Coordinating the Collection of Acceptances exclusively through Euronext Milan, by and no later than the end of the Acceptance Period, or by and no later than the end of the Reopening of the Terms, if any.

____________________________________ Stamp and signature of Depositary Intermediary

Sheet No. 4 – Copy for the Adherent

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