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Aeffe

Proxy Solicitation & Information Statement Mar 18, 2022

4140_def-14a_2022-03-18_21a382c1-eb54-4a45-a957-dacefa51a798.pdf

Proxy Solicitation & Information Statement

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Pursuant to art. 106, of the D.L. n. 18 of March 17, 2020, converted with amendments into Law April 24, 2020, n. 27 and as extended by effect of art. 3, D.L. 228/2021, the participation in the Shareholders' Meeting of those who have the right to vote is allowed only through the Designated Representative pursuant to art. 135-undecies of Legislative Decree 24 February 1998 n. 58 ("TUF"). Pursuant to the aforementioned Decree, the aforementioned Designated Representative may also be given proxies and / or sub-delegations pursuant to art. 135-novies of the Legislative Decree n. 58/1998 ("TUF"), notwithstanding art. 135-undecies, paragraph 4, of the TUF, by signing this proxy form.

Infomath Torresi S.r.l., announces that it has no own interest or that of third parties with respect to the proposed resolutions submitted to the vote.

Infomath Torresi S.r.l. he also declares that in the event of significant circumstances, unknown at the time the proxy was issued and which cannot be communicated to the delegating party, or in the event of changes or additions to the resolution proposals submitted to the shareholders' meeting, he does not intend to cast a different vote from that contained in the voting instructions.

N.B. This form may be subject to changes as a result of any integration to the agenda or submission of proposed resolutions pursuant to art. 126-bis TUF, or individual resolution proposals, within the terms and in the manner indicated in the Notice of calling

with reference to the Ordinary Shareholders' Meeting of Aeffe S.p.A. convened for 28 April 2022 at 09:30, on first and single call, in the manner and within the terms set out in the notice published on the company's website at www.aeffe.com, Investor Relations section - Info for Shareholders, on March 18, 2022 and in excerpt in the newspaper "Italia Oggi" on the same date, hereby.

___________________________________________________________________________________________________________ PROXY/SUB DELEGATION FORM

Part 1 of 2

(Complete with the information requested on the basis of the Warnings reported below (1) and notify the company through the designated representative) ___________________________________________________________________________________________________________

(*) Required Information

The undersigned(*) signatory of the proxy _____________
born in() __________ on() _________
resident
in(*)
_________
in(*)__________
Tax Code()_______ Telephone()_________
Email(*) _______________
Identity document (to be attached as a copy) valid – type (*)
_________________
Issued by ()
Number (
)
As(2):

subject to which the right to vote is attributed □ pledgee-


reporter -
usufructuary -
caretaker

manager □
legal rapresentative or agent with authority to sub-delegate (attach a copy of the documentation proving
the powers of representation) - □ other
_____

TO BE COMPLETED ONLY IF THE HOLDER OF TEH VOTING RIGHT IS DIFFERENT FROM THE SIGNATOR OF THE PROXY(3)

Name and Surname / Company Name(*)_____________
born in() __________ on() _________
resident
in(*)
_________
Address(*)_________
Tax Code(*)_________________
DELEGATION/SUB-DELEGATION Infomath Torresi S.r.l. to participate and vote at the meeting indicated above as
per instructions provided with reference to no.________ ordinary shares Aeffe S.p.A. – Isin Code
IT0001384590

registered
in
the
securities
account(4)
n.
_________
at
_______ (depositary intermediary) ABI __ CAB ______as
from communication n.(5)____ carried out by (Bank) _____

ATTACH to this proxy form, a copy of a valid identity document and a copy of the communication from the intermediary pursuant to art. 83-sexies of Legislative Decree 58/98.

___________________________________________________________________________________________________________ DECLARES that there are no reasons for incompatibility or suspension of the exercise of the right to vote and to be aware that:

  • in case of absence of indication of the vote, Infomath Torresi S.r.l will express the manifestation of nonvote;
  • the fact that the proxy / sub-delegation will be validly accepted at the Shareholders' Meeting only on condition that the company has received, by the beginning of the meeting, a specific communication from the intermediary concerning the actions indicated in this proxy form
  • the right to vote will be exercised by the delegate / sub-delegate in accordance with specific voting instructions given by the undersigned delegating party
  • (in case of sub-delegation) to be in possession of the originals of the proxies conferred on him and to keep them for one year available for any checks

AUTHORIZES Infomath Torresi S.r.l. and Aeffe S.p.A. to the processing of personal data pursuant to Legislative Decree 30 June 2003, n. 196 ("Code regarding personal data") and EU Regulation 2016/679 ("GDPR"), for the purposes related to the conduct of the Assembly.

Date ___________________________ Signature ________________________________

VOTING INSTRUCTIONS Part 2 of 2

(Section containing information for the Designated Representative only - Please tick the selected boxes)

The undersigned __________________________________________________ (name/personal data) delegates the Designated Representative to vote according to the following voting instructions at the ordinary meeting called by Aeffe S.p.A. for April 28, 2022 at 09:30 on first and single call.

A) RESOLUTIONS SUBMITTED FOR VOTING

1. Approval of the financial statement of Aeffe S.p.A. closed on 31 december 2021; report of the Board of Directors on operations, of the Independent Auditors and of the Board of Statutory Auditors. Presentation to the shareholders' meeting of the consolidated financial statement at 31 december 2021. Presentation to the shareholders' meeting of the consolidated declaration of a non-financial nature required by Legislative Decree 30 december 2016, n. 254;

Voting on the proposal of the Board of Directors (Please tick only one box)

□ In favour □ Against □ Absteined

2. Resolutions on the result for the year ended on December 31, 2021;

Voting on the proposal of the Board of Directors (Please tick only one box)

□ In favour □ Against □ Absteined

3. Report on the remuneration policy and remuneration paid pursuant to art. 123-ter of legislative Decree 58/98:

3.1 Resolutions regarding the first section of the report pursuant to art. 123-ter c.3-bis of Legislative Decree 58/98;

Voting on the proposal of the Board of Directors (Please tick only one box)

□ In favour □ Against □ Absteined

3.2 Resolutions regarding the second section of the report pursuant to art. 123-ter c.6 of Legislative Decree 58/98;

Voting on the proposal of the Board of Directors (Please tick only one box)

□ In favour □ Against □ Absteined

4. Appointment of two directors pursuant to art. 2386 civil code;

Voting on the proposal of the Board of Directors (Please tick only one box)

□ In favour of List n.________________________ □ Against to all lists □ Absteined on all lists

5. Determination of the remuneration due to the newly appointed directors.

Voting on the proposal of the Board of Directors (Please tick only one box)

□ In favour □ Against □ Absteined

B) In the event of unknown circumstances at the time of issuing the proxy (1), the undersigned, with reference to

________________________________________________________________________________

1. Approval of the financial statement of Aeffe S.p.A. closed on 31 december 2021; report of the Board of
Directors on operations, of the Independent Auditors and of the Board of Statutory Auditors. Presentation to the
shareholders' meeting of the consolidated financial statement at 31 december 2021. Presentation to the
shareholders' meeting of the consolidated declaration of a non-financial nature required by Legislative
Decree 30 december 2016, n. 254;

Confirm the instructions

Revokes the instructions
Edit instructions (express preference)

In favour____ □
Against
Absteined
2. Resolutions on the result for the year ended on December 31, 2021;

Confirm the instructions

Revokes the instructions
Edit instructions (express preference)

In favour____ □
Against
Absteined
Decree 58/98: 3. Report on the remuneration policy and remuneration paid pursuant to art. 123-ter of legislative
58/98; 3.1 Resolutions regarding the first section of the report pursuant to art. 123-ter c.3-bis of Legislative Decree

Confirm the instructions

Revokes the instructions
Edit instructions (express preference)

In favour____ □
Against
Absteined
58/98; 3.2 Resolutions regarding the second section of the report pursuant to art. 123-ter c.6 of Legislative Decree

Confirm the instructions

Revokes the instructions
Edit instructions (express preference)

In favour____ □
Against
Absteined
4. Appointment of two directors pursuant to art. 2386 civil code;

Confirm the instructions

Revokes the instructions
Edit instructions (express preference)

In favour____ □
Against
Absteined
5. Determination of the remuneration due to the newly appointed directors.

Confirm the instructions

Revokes the instructions
Edit instructions (express preference)

In favour____ □
Against
Absteined

(1) In the event of significant circumstances, unknown at the time of issuing 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) the revocation of the voting instruction already expressed. If no choice is made, the voting instructions under A) will be considered confirmed.

C) In the event of any vote on changes or additions to the resolutions submitted to the assembly (2), with reference to

____________________________________________________________________________________

1. Approval of the financial statement of Aeffe S.p.A. closed on 31 december 2021; report of the Board of Directors on operations, of the Independent Auditors and of the Board of Statutory Auditors. Presentation to the shareholders' meeting of the consolidated financial statement at 31 december 2021. Presentation to the shareholders' meeting of the consolidated declaration of a non-financial nature required by Legislative Decree 30 december 2016, n. 254; □ Confirm the instructions □ Revokes the instructions Edit instructions (express preference) □ In favour______________________ □ Against □ Absteined 2. Resolutions on the result for the year ended on December 31, 2021; □ Confirm the instructions □ Revokes the instructions Edit instructions (express preference) □ In favour______________________ □ Against □ Absteined 3. Report on the remuneration policy and remuneration paid pursuant to art. 123-ter of legislative Decree 58/98: 3.1 Resolutions regarding the first section of the report pursuant to art. 123-ter c.3-bis of Legislative Decree 58/98; □ Confirm the instructions □ Revokes the instructions Edit instructions (express preference) □ In favour______________________ □ Against □ Absteined 3.2 Resolutions regarding the second section of the report pursuant to art. 123-ter c.6 of Legislative Decree 58/98; □ Confirm the instructions □ Revokes the instructions Edit instructions (express preference) □ In favour______________________ □ Against □ Absteined

4. Appointment of two directors pursuant to art. 2386 civil code;


Confirm the instructions
Revokes the instructions
Edit instructions (express preference)

In favour____ □

Against
Absteined
5. Determination of the remuneration due to the newly appointed directors.


Confirm the instructions
Revokes the instructions
Edit instructions (express preference)

In favour____ □

Against
Absteined
(2) In the event of changes or additions to the proposed resolutions submitted to the meeting, it is possible to
choose between: a) confirmation of any voting instructions already expressed; b) the modification of the voting
instruction already expressed or the granting of the voting instruction; c) the revocation of the voting instruction
already expressed. If no choice is made, the voting instructions under A) will be considered confirmed.
Date ____ Signature _______
Warnings for compilation and transmission
1. Proxy / sub-delegation form (in the latter case accompanied by the proxy form) to be notified to the Company via
Infomath Torresi S.r.l. with the voting instructions reserved to it, together with a valid identity document of the delegator, as
well as, in the case of delegating a legal person, the documentation proving the signatory powers referred to in the following
point, with one of the following alternative methods:
-
in a copy reproduced electronically (PDF) and sent to [email protected] provided that the delegator, even
if he is a legal person, uses his own certified e-mail box or, failing that, signs the electronic document with an
advanced, qualified or digital electronic signature, or
-
sent in advance by e-mail to [email protected] together with a copy of an identity document of the delegator
and sent in original to the offices of Infomath Torresi S.r.l. Viale Giuseppe Mazzini 6, 00195 Rome.
The proxy must be received no later than 18:00 on the day before the date of the meeting (and in any case before the opening
of the meeting). The delegation pursuant to art. 135-novies, Legislative Decree n. 58/1998 and the relative voting instructions
can always be revoked within the aforementioned term.
For any information you can contact Infomath Torresi S.r.l. at +39 06 - 3218641 from 9:00 to 18:00 from Monday to Friday or by
e-mail to [email protected].
2. Specify the quality of the proxy signatory and attach, if necessary, the documentation proving the powers of signature.
3. To be completed only if the holder of the shares is different from the signatory of the proxy, obligatorily indicating all the
relative particulars.
4. Report the securities account number, the ABI and CAB codes of the custodian intermediary, or in any case its name,
which can be found in the extract of the securities dossier.
5. Any reference of the communication made by the intermediary and its name.
6. The resolutions proposed to the shareholders' meeting, briefly referred to here, result from the Reports published on the
company's website www.aeffe.com, Investor Relations section - Info for Shareholders
7. Infomath Torresi S.r.l., has no interest of its own or on behalf of third parties with respect to the aforementioned proposals.
The vote is expressed by ticking the box chosen from F (in favor), C (against) or A (abstention)

INFORMATION PURSUANT TO ART. 13 AND 14 OF THE 2016/679 EU REGULATION AND OF THE CURRENT NATIONAL LAW REGARDING THE PROTECTION OF PERSONAL DATA

Pursuant to art. 13 and 14 of Regulation 2016/679 / EU (hereinafter "GDPR") INFOMATH TORRESI S.R.L. (hereinafter the "Owner") with registered office in Rome, Viale Giuseppe Mazzini n. 6, in its capacity as "Data Controller", informs you that your personal data provided through the "contact form" will be processed in compliance with the aforementioned legislation, in order to guarantee the rights, fundamental freedoms, as well as the dignity of persons physical, with particular reference to confidentiality and personal identity. We inform you that if the activities provided to you provide for the processing of personal data of third parties in your ownership, it will be your responsibility to ensure that you have complied with the provisions of the law regarding the interested parties in order to make their processing legitimate on our part.

Origin, purpose, legal basis and nature of the data processed

The processing of your personal data, directly provided by you, is carried out by INFOMATH TORRESI S.R.L. for the sole purpose of fulfilling the requests that you make to the company by filling in the form, or through the subsequent contact. The processing of personal data of third parties communicated by the User to the Company is possible. With respect to this hypothesis, the User acts as an independent data controller and assumes the consequent legal obligations and responsibilities, indemnifying the Company from any dispute, claim and / or request for compensation for damage from processing that should reach the Company from interested third parties.

In compliance with current legislation on the protection of personal data and without the need for specific consent from the interested party, the Data will be stored, collected and processed by the Company for the following purposes:

1)Processing of requests made by the User. 2) Fulfillment of legal obligations possibly related to the provision of the requested service / service.

3) Sending, directly or through third party providers of marketing and communication services, newsletters and communications for direct marketing purposes through email, sms, mms, push notifications, fax, paper mail, telephone with operator, in relation to products supplied by others company pursuant to art. 130 c. 1 and 2 of Legislative Decree 196/03 (hereinafter the "Code").

The legal bases of the processing for the aforementioned purposes are the articles. 6.1.b) and 6.1.c) of the Regulations.

The provision of data is optional, but failure to provide the data and refusal to provide it would make it impossible for the Company to perform and / or provide the required services.

The legal basis for the processing of personal data for purpose c) is art. 6.1.a) of the GDPR as the treatments are based on consent. The granting of consent to the use of data for marketing purposes is optional and if the interested party wishes to oppose the processing of data for marketing purposes carried out with the means indicated here and revoke the consent given, he may do so at any time without any consequence (except for the fact that it will no longer receive marketing communications) following the instructions in the "Rights of the interested party" section of this Information.

Comunication

The data may be disclosed to third parties appointed as data processors pursuant to Article 28 of the GDPR and in particular to banking institutions, companies active in the insurance field, service providers strictly necessary for the performance of the business, or to consultants of the company, where this proves necessary for fiscal, administrative, contractual reasons or for needs protected by current regulations.

Your personal data, or the personal data of third parties in its ownership, may also be disclosed to external companies, identified from time to time, to which INFOMATH TORRESI S.R.L. entrust the execution of obligations deriving from the assignment received to which only the data necessary for the activities required of them will be transmitted. All employees, consultants, temporary workers and / or any other "natural person" who carry out their business on the basis of the instructions received from INFOMATH TORRESI S.R.L., pursuant to art. 29 of the GDPR, are appointed "Data processors" (hereinafter also "Persons in charge"). To the Officers or Managers, possibly designated, INFOMATH TORRESI S.R.L. issues appropriate operating instructions, with particular reference to the adoption and compliance with security measures, in order to ensure the confidentiality and security of the data. Precisely with reference to the protection aspects of personal data, the User is invited, pursuant to art. 33 of the GDPR to report to INFOMATH TORRESI S.R.L. any circumstances or events from which a potential "breach of personal data (data breach)" may arise in order to allow immediate evaluation and the adoption of any actions aimed at countering this event by sending a communication to INFOMATH TORRESI S.R.L. at the addresses indicated below. The data will not be disclosed.

The obligation of INFOMATH TORRESI S.R.L. remains unaffected. to communicate the data to Public Authorities upon specific request.

Trasfer abroad

The transfer abroad of your personal data can take place if it is necessary for the management of the assignment received. For the processing of the information and data that will eventually be communicated to these subjects, the equivalent levels of protection adopted for the processing of the personal data of its employees will be required. In any case, only the data necessary for the pursuit of the intended purposes will be communicated and the regulatory instruments provided for by Chapter V of the GDPR will be applied.

Methods, logics of processing and storage times

Your data is collected and registered in a lawful and correct manner for the purposes indicated above in compliance with the principles and requirements set out in art. 5 c 1 of the GDPR.

The processing of personal data takes place using manual, IT and telematic tools with logic strictly related to the purposes themselves and, in any case, in order to guarantee their security and confidentiality.

Personal data will be processed by INFOMATH TORRESI S.R.L. for the entire duration of the assignment and also subsequently to assert or protect one's rights or for administrative purposes and / or to execute obligations deriving from the applicable pro tempore regulatory and regulatory framework and in compliance with the specific legal obligations on the conservation of data.

Rights of the interested party

In compliance, within the limits and under the conditions provided for by the legislation on personal data protection regarding the exercise of the rights of the interested parties 1 with regard to the treatments covered by this Notice, as an interested party

you have the right to request confirmation that it is or unless your personal data is being processed, access your personal data and in relation to them you have the right to request their rectification, cancellation, notification of corrections and cancellations to those to whom the data were eventually transmitted by our Organization, the limitation of processing in the cases provided for by the law, the portability of personal data - provided by you - in the cases indicated by the law, to oppose the processing of your data and, specifically, have the right to oppose decisions that concern if based solely on automated processing of your data, including profiling. In the event that you believe that the treatments that concern you violate the rules of the GDPR, you have the right to lodge a complaint with the Guarantor pursuant to art. 77 of the GDPR. If you intend to request further information on the processing of your personal data or for the possible exercise of your rights, you can contact Federico Torresi ([email protected]) in writing.

Holder of the Treatment

Holder of the treatment, pursuant to art. 4 of the GDPR, is INFOMATH TORRESI S.R.L. – Viale Giuseppe Mazzini n. 6 - 00195 - Roma, P.IVA: 15342071006 - CF: 15342071006 INFOMATH TORRESI S.R.L

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