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Aeffe — Proxy Solicitation & Information Statement 2025
Nov 14, 2025
4140_rns_2025-11-14_fd0627cc-3f0e-49bd-b38a-cfe10363a014.pdf
Proxy Solicitation & Information Statement
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AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF D. LGS. 58/1998 ("TUF")
Pursuant to Article 135-undecies of Legislative Decree no. 58/98 ("TUF") and Article 106 of Legislative Decree no. 18 of March 17, 2020, converted with amendments into Law no. 27 of April 24, 2020, most recently extended by Law no. 15 of February 21, 2025, converting, with amendments, Legislative Decree no. 202 of December 27, 2024, participation in the Shareholders' Meeting by those entitled to vote is permitted exclusively through the Designated Representative. Pursuant to the aforementioned Decree, the aforementioned Designated Representative may also be granted proxies and/or sub-proxies pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), in derogation of Article 135-novies of Legislative Decree no. 135-undecies, paragraph 4, of the TUF, by signing this proxy form.
Into S.r.l., with registered office in Rome, Viale Giuseppe Mazzini 6, 00195, Rome (RM), Tax Code and VAT No. 15342071006, as the Designated Representative of Aeffe S.p.A., hereby declares that it does not fall within any of the conflicts of interest conditions indicated in Article 135-decies of the TUF.
Into S.r.l. also declares that in the event of significant circumstances, unknown at the time of issuing the proxy, which cannot be communicated to the delegating party, or in the event of changes or additions to the resolution proposals submitted to the meeting, it does not intend to cast a vote different from that contained in the voting instructions.
N.B. This form may be subject to changes following any additions to the agenda or the submission of resolution proposals pursuant to Article 135-decies of the TUF. 126-bis TUF, or individual resolution proposals, within the deadlines and according to the procedures indicated in the notice of meeting.
With reference to the Ordinary Shareholders' Meeting of Aeffe S.p.A. convened on December 17, 2025, at 01:30 p.m., in a single call, according to the procedures and terms set forth in the notice of meeting published on the company's website www.aeffe.com, in the "Governance/Documents relating to Shareholders' Meetings" section, on November 14, 2025, we hereby
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PROXY/SUB-PROXY FORM
Part 1 of 2
(Complete with the required information based on the Warnings below(1)and notify the company through the designated representative)
| (*) Required Information | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| The | undersigned*(name/personal | details | of | the | person | entitled | to | vote) | |
| Born in | |||||||||
| () On Registered | |||||||||
| office | / | Resident | in* | Address* | |||||
| Tax | identification | code | orother | identification | if | foreign* | |||
| Phone No.* Email* | |||||||||
| Valid ID document (type) () (to be enclosed as a copy) | Issued by* | No.* |
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF D. LGS. 58/1998 ("TUF")
| DELEGATES INTO S.R.L, to participate and vote in the Shareholders' Meeting indicated above as per the | ||||
|---|---|---|---|---|
| instructions provided to it with reference to no ordinary shares of Aeffe S.p.A. – ISIN | ||||
| IT0001384590,registeredinthe | account(2)securities | no. | at | |
| (the custodian) ABI CAB referred to the | ||||
| communication no.(3) supplied by the intermediary | ||||
| The undersigned(4) (surname and name of the signatory of the proxy only if the shareholder is different from theproxy signatory) | ||||
| Born in* On* | ||||
| Resident in * Address* | ||||
| Tax identification code or other identification if foreign* | ||||
| ATTACH to this proxy form, a copy of a valid identity document and a copy of the communication from theintermediary pursuant to Article 83-sexies of Legislative Decree 58/98.DECLARES that there are no grounds for incompatibility or suspension of the exercise of voting rights and that | ||||
| he/she is aware that: | ||||
| -the proxy/sub-proxy will be validly accepted at the Shareholders' Meeting only if the company receives,by the start of the Shareholders' Meeting, a specific communication from the intermediary regardingthe shares indicated in this proxy form.-the right to vote will be exercised by the delegate/sub-delegate in accordance with specific votinginstructions given by the undersigned delegating party;-(in the case of sub-proxy) that he/she is in possession of the originals of the proxies granted to him/herand will retain them for one year for any necessary verification. | ||||
| DECLARES to have taken note of (i) the privacy notice of Into S.r.l. (attached to this form); and (ii) the privacynoticeofAeffeS.p.A.(thehttps://aeffe.com/it/privacy-documents/), which govern their respective processing activities of personal datapursuant to Legislative Decree No. 196 of 30 June 2003 ("Personal Data Protection Code") and EU Regulation2016/679 ("GDPR"), carried out as independent data controllers, for purposes related to the conduct of theShareholders' Meeting. | shareholders'meeting | privacy | noticeisavailable | atthefollowing |
Date___________________________ Signature________________________________
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF D. LGS. 58/1998 ("TUF")
VOTING INSTRUCTIONS(6) (Part 2 of 2)
(intended for the Designated Representative only - Tick the relevant boxes)
| The undersigned (name/personal details) hereby appointsInto S.r.l. to vote in accordance with the voting instructions given below at Ordinary General Meeting of AEFFES.p.A. on December 17, 2025, at 01:30 p.m., on single call | |||||
|---|---|---|---|---|---|
| RESOLUTIONS SUBJECT TO VOTING | |||||
| 1.Appointment of two new members of the Board of Directors, co-opted pursuant to Article 2386 of theItalian Civil Code and Article 15.6 of the Company's Bylaws; related and resulting resolutions. | |||||
| SECTION A) | |||||
| Vote for the proposal of the Board of Directors (Tick only one box) | |||||
| □□□ AbstainIn FavourAgainst | |||||
| Vote on a resolution proposal submitted by the holder of the voting right and published by the issuerProposer (Tick only one box) | |||||
| □□□ AbstainIn FavourAgainst | |||||
| SECTION B) If circumstances occur which are unknown at the time of issuance of the proxy I the undersignedproxy signatory, | |||||
| □□confirms the instructionsrevokes the instructions | |||||
| Modify the instructions: (express preference) | |||||
| □ In favour □ Against□ Abstain | |||||
| SECTION C) in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I theundersigned proxy signatory, | |||||
| □□confirms the instructionsrevokes the instructions | |||||
| Modify the instructions: (express preference) | |||||
| □In favour □□AgainstAbstain | |||||
| 2.Proposal to amend the Remuneration Policy; related and resulting resolution. | |||||
| SECTION A) | |||||
| Vote for the proposal of the Board of Directors (Tick only one box) | |||||
| □□□ AbstainIn FavourAgainst | |||||
| SECTION B) If circumstances occur which are unknown at the time of issuance of the proxy I the undersignedproxy signatory, | |||||
| □□confirms the instructionsrevokes the instructions | |||||
| Modify the instructions: (express preference) | |||||
| □ In favour □ Against□ Abstain |
SECTION C) in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory,
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AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF D. LGS. 58/1998 ("TUF")
| □□confirms the instructionsrevokes the instructions | ||||||
|---|---|---|---|---|---|---|
| Modify the instructions: (express preference) | ||||||
| □In favour □□AgainstAbstain | ||||||
| 3.Authorization for the disposal of treasury shares, subject to the revocation of the resolution adopted by theOrdinary Shareholders' Meeting on April 27, 2023; related and resulting resolutions. | ||||||
| SECTION A) | ||||||
| Vote for the proposal of the Board of Directors (Tick only one box) | ||||||
| □□□ AbstainIn FavourAgainst | ||||||
| SECTION B) If circumstances occur which are unknown at the time of issuance of the proxy I the undersignedproxy signatory, | ||||||
| □□confirms the instructionsrevokes the instructions | ||||||
| Modify the instructions: (express preference) | ||||||
| □ In favour □ Against□ Abstain | ||||||
| SECTION C) in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I theundersigned proxy signatory, | ||||||
| □□confirms the instructionsrevokes the instructions | ||||||
| Modify the instructions: (express preference) | ||||||
| □ In favour □ Against□ Abstain | ||||||
| 4.Confirmation of the scope of the engagement assigned to the audit firm EY S.p.A. by the shareholders'meeting held on 23 April 2025, including the attestation of the compliance of the sustainability reporting;related and consequent resolutions. | ||||||
| SECTION A) | ||||||
| Vote for the proposal of the Board of Directors (Tick only one box) | ||||||
| □□□ AbstainIn FavourAgainst | ||||||
| SECTION B) If circumstances occur which are unknown at the time of issuance of the proxy I the undersignedproxy signatory, | ||||||
| □□confirms the instructionsrevokes the instructions | ||||||
| Modify the instructions: (express preference) | ||||||
| □ In favour □ Against□ Abstain | ||||||
| SECTION C) in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I theundersigned proxy signatory, | ||||||
| □□confirms the instructionsrevokes the instructions |
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AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF D. LGS. 58/1998 ("TUF")
| □ In favour □ Against | □ Abstain |
|---|---|
| agenda, Into S.r.l. shall not cast any vote on those items. | With reference to each item on the agenda, if significant circumstances arise that were unknown at the timethe proxy was granted (for example, the failure to submit proposals by the Board of Directors or by theproposer indicated by the principal within the legal deadlines and published by the Company), or if there areamendments or additions to the proposed resolutions that cannot be communicated to the principal, theprincipal may choose, by completing the appropriate box, among: a) confirming the voting instructionalready given; b) modifying the voting instruction already given; c) revoking the voting instruction alreadygiven. If no choice is made by the principal, the voting instructions provided in the main section shall, as far aspossible, be deemed confirmed. If it is not possible to vote according to the instructions given, Into S.r.l. shallabstain from voting on those items. In any case, in the absence of voting instructions on certain items on the |
| Date Signature |
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF D. LGS. 58/1998 ("TUF")
INSTRUCTIONS FOR THE FILLING AND SUBMISSION
1.The proxy/sub-proxy form (in the latter case accompanied by the proxy form) to be notified to the Company through Into S.r.l. with the Voting Instructions reserved for it, together with a valid identity document of the delegating party, as well as, in the case of a delegating legal person, of the legal representative pro tempore or other person with appropriate powers, together with documentation proving the signing powers, must be received by one of the following alternative methods:
- in an electronically reproduced copy (PDF) and transmitted to [email protected] (Subject: "Aeffe Shareholders' Meeting Proxy 12/2025"), provided that the delegating party, even if a legal entity, uses its own certified e-mail box or, failing that, from his ordinary e-mail adress signs the electronic document with an advanced, qualified or digital electronic signature, or
- anticipated by e-mail to [email protected] (Subject: "Aeffe Shareholders' Meeting Proxy 12/2025"), to a copy of an identity document of the delegating party and sent in original, by courier or registered mail A/R, to the offices of Into S.r.l. Viale Giuseppe Mazzini 6, 00195 Rome, (Ref: "Aeffe Shareholders' Meeting Proxy 12/2025").
The proxy/sub-proxy must be received no later than 6:00 p.m. on the day before the date of the meeting, i.e., December 16th, 2025(and in any case before the opening of the meeting proceedings). The proxy/sub-proxy pursuant to Article 135-novies, Legislative Decree No. 58/1998 and the related voting instructions are always revocable within the aforementioned deadline.
For any information, please contact Into S.r.l. at +39 06 – 3218641 from 9:00 a.m. to 6:00 p.m., Monday to Friday, or by email at [email protected].
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- Please provide the securities account number, the ABI and CAB codes of the custodian intermediary, or its name, which can be found in the securities file extract.
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- Any reference to the communication made by the intermediary and its name.
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- To be completed only if the signatory of the proxy is different from the holder of voting rights, indicating all relevant personal details.
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- Please specify the capacity of the signatory of the proxy and attach, if necessary, documentation proving their signing authority.
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- Pursuant to Article 135-undecies, paragraph 3, of Legislative Decree no. 58/1998, "Shares for which a proxy, even partial, has been granted are counted for the purposes of establishing the proper constitution of the meeting. With regard 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."
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF D. LGS. 58/1998 ("TUF")
INFORMATION PURSUANT TO ARTICLES. 13 AND 14 OF EU REGULATION 2016/679 AND CURRENT NATIONAL LEGISLATION ON THE PROTECTION OF PERSONAL DATA
INTO S.r.l., with its registered office at Viale Giuseppe Mazzini, 6 - 00195 Rome (RM), Tax Code and VAT No. 15342071006 (hereinafter, the "Data Controller"), in its capacity as data controller, informs you pursuant to Articles 13 and 14 of EU Regulation No. 2016/679 (hereinafter, the "GDPR") that your data will be processed in the following manner and for the following purposes:
- Object of the Treatment
The Data Controller processes personal, identification data (for example, name, surname, company name, address, telephone number, e-mail address, bank and payment details) - hereinafter, "personal data" or even "data") communicated by you on the occasion of the conclusion of this Assignment.
- Purposes and legal bases of the processing:
Your personal data are processed without your explicit consent, solely for the following purposes:
- to carry out the following Assignment for the provision of the professional services of the Data Controller as specified therein. The legal basis for the processing is Article 6(1)(b) GDPR;
- to comply with pre-contractual, contractual, and tax obligations arising from existing relationships with you. The legal basis for the processing is Article 6(1)(b) GDPR;
- to comply with obligations required by law, regulation, EU legislation, or an order of the Authority (for example, in the field of anti-money laundering). The legal basis for the processing is Article 6(1)(c) GDPR;
- exercise the rights of the owner, for example the right to defense in court. The legal basis for the processing is Article 6(1)(f) GDPR. There are no other processing purposes.
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- Processing methods
The processing of your personal data is carried out by means of the operations indicated in art. 4 n. 2) GDPR.
The Data Controller will process personal data for the time necessary to fulfill the aforementioned purposes and in any case for no more than 10 years from the termination of the relationship.
- Access to data
Your data may be made accessible for the purposes referred to in art. 2:
- to professionals, employees and collaborators of the Data Controller in Italy, in their capacity as persons in charge and / or internal managers of the processing and / or system administrators;
- Communication of data
Without the need for your explicit consent, the Data Controller may disclose your data for the purposes referred to in Article 2 to supervisory bodies, judicial authorities, as well as to those entities to which disclosure is legally required for the fulfillment of the aforementioned purposes. These entities will process the data in their capacity as independent data controllers. Your personal data will also be disclosed to Aeffe S.p.A. to enable the proper conduct of the shareholders' meeting. Aeffe S.p.A. will process the personal data communicated to it as an independent data controller and based on its own privacy notice, available at the following https://aeffe.com/it/privacy-documents/. Your data will not be disclosed.
- Data transfer
Personal data are stored on servers located in Rome (IT), within the European Union. In any case, it is understood that the Data Controller, if necessary, will have the right to move the servers to other places within the European Union as well.
- Nature of the provision of data and consequences of refusing to respond
The provision of data for the purposes referred to in art. 2 is mandatory. In their absence, we cannot guarantee the execution of this Assignment. 8. Rights of the interested party
In your capacity as data subjects, you have the rights provided under data protection legislation. In particular, you have the rights referred to in Articles 15 to 22 GDPR, specifically the rights to;
i. obtain confirmation as to whether or not personal data concerning you exist, the period of processing, and the recipients to whom the personal data are disclosed (so-called right of access);
ii. obtain the rectification or completion of inaccurate personal data (so-called right to rectification);
iii. obtain the erasure of personal data in the following cases: (a) the personal data are no longer necessary for the purposes for which they were collected; (b) you have objected to the processing of personal data concerning you where such data are processed for the legitimate interests of the Data Controller; (c) the personal data must be erased to comply with a legal obligation under national or EU law; or (d) the processing of personal data is unlawful. However, please note that the retention of personal data by the Data Controller is lawful where necessary to comply with a legal obligation or to establish, exercise, or defend a right in court (so-called right to erasure);
iv. obtain that your personal data be restricted to storage only, without further processing, in the following cases: (a) you contest the accuracy of the personal data, for the period necessary to allow the Data Controller to verify their accuracy; (b) the processing is unlawful but you object to the erasure of the personal data; (c) the personal data are required for the establishment, exercise, or defense of a right in court; (d) you have objected to the processing and are awaiting verification of whether the legitimate grounds of the Data Controller override yours (socalled right to restriction of processing);
v. obtain the cessation of processing where personal data are processed for the legitimate interests of the Data Controller and you contest the existence of such interest (so-called right to object);
vi. to receive, in a commonly used, machine-readable, and interoperable format, the personal data concerning you, processed by automated means, if they are processed on the basis of a contract or consent (so-called right to data portability);
You always have the right to lodge a complaint with the Supervisory Authority to enforce your rights regarding the processing of your personal data.
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- How to exercise the rights You can exercise your rights at any time by sending:
- a registered letter with return receipt to Infomath Torresi S.r.l. Viale Giuseppe Mazzini, 6 00195 Rome (RM);
- an e-mail to [email protected].
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- Owner, manager and appointees
The Data Controller is Infomath Torresi S.r.l. with main registered office in Viale Giuseppe Mazzini, 6 - 00195 Rome (RM).
The updated list of data processors and persons in charge of processing is kept at the registered office of the Data Controller.