Aeffe — Proxy Solicitation & Information Statement 2026

Mar 11, 2026

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AEFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

Into S.r.l. with registered office in Rome, Viale Giuseppe Mazzini 6, 00195, Rome (RM), C.F. and VAT number 15342071006, as "Designated Representative" by Aeffe S.p.A., pursuant to Article 135-undecies of Legislative Decree 58/1998 (the "Consolidated Law on Finance") and to article 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, as amended and converted into Law no. 27 of 24 April 2020, as last extended by Legislative Decree No. 200 of December 31, 2025, converted with amendments into Law no. 26 of February 27, 2026 (the "Decree"), in the person of its specifically tasked employees or associate, gathers voting proxies in relation to the Extraordinary Shareholders' Meeting of Aeffe S.p.A. to be held on April 1, 2026 at 09:30 a.m., on single call, as set forth in the notice of the Shareholders' Meeting published on the company's website www.aeffe.com in the Section "Governance/Documents Relating to Shareholders' Meetings," on March 11, 2026.

The proxy and related voting instructions must be received by Into S.r.l. by the end of the second open market day preceding the date set for the Shareholders' Meeting i.e. by 11:59 p.m. on March 30, 2026. The proxies and voting instructions may be revoked within the same deadline.

The granting of proxy and voting instructions by signing this form does not entail any expense for the proxy giver.

Into S.r.l. makes it known that is not subject to any conflicts of interest as defined under Article 135-decies of the Consolidated Law on Finance.

Into S.r.l. also declares that in the event of the occurrence of significant circumstances, unknown at the time of issuing the proxy and which cannot be communicated to the proxy giver, or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting, it does not intend to cast a different vote from that contained in the voting instructions.

Please note: This form may be subject to changes following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Art. 126-bis of the Consolidated Law on Finance, or individual resolution proposals, within the deadlines and according to the procedures indicated in the notice of call.

PROXY FORM

Part 1 of 2

(Complete with the required information based on the Instructions 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 or other identification if foreign*

Phone No.* Email*

Valid ID document (type) (*) (to be enclosed as a copy)*

Issued by*

No.*

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CERTIFIED

AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

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, registered in the securities account(2) no. _ at _ (the custodian) ABI __ CAB _ as per the communication no.(3) _ made by the intermediary ______

The undersigned(4) (surname and name of the signatory of the proxy only if the shareholder is different from the proxy signatory)

Born in ______ on ______

Resident in * __ Address* ____

Tax identification code or other identification if foreign* ______

signs this delegation in his/her capacity as (5) (tick the box that interests you)

☐ pledge - ☐ bearer - ☐ usufructuary - ☐ custodian - ☐ manager - ☐ legal representative or subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed) - ☐ other (specify) ______

ATTACH to this proxy form, a copy of a valid identity document and a copy of the communication from the intermediary pursuant to Article 83-sexies of the Consolidated Law on Finance.

DECLARES that no matter of compatibility or suspension are affecting the right to vote and he/she is aware that:

• the proxy to the Designated Representative may contain voting instructions even for only some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which you have given voting instructions;
• the proxy will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to legitimate attendance and voting, has been received by the Company before the start of the meeting works

DECLARES to have taken note of (i) the privacy notice of Into S.r.l. (attached to this form); and (ii) the privacy notice of Aeffe S.p.A. (the shareholders' meeting privacy notice is available at the following https://aeffe.com/it/privacy-documents/), which govern their respective processing activities of personal data pursuant to Legislative Decree No. 196 of 30 June 2003 ("Personal Data Protection Code") and EU Regulation 2016/679 ("GDPR"), carried out as independent data controllers, for purposes related to the conduct of the Shareholders' Meeting.

Date ______

Signature ______

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CERTIFIED

AEFEE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

VOTING INSTRUCTIONS⁽⁵⁾ (Part 2 of 2)

(intended for the Designated Representative only - Tick the relevant boxes)

The undersigned _________ (name/personal details) hereby appoints Into S.r.l. to vote in accordance with the voting instructions given below at Extraordinary Shareholders’ Meeting of AEFEE S.p.A. on April 1, 2026, at 09:30 a.m., on single call

RESOLUTIONS SUBJECT TO VOTING

1. Examination of the company’s financial and financial situation, also pursuant to art. 2446 of the Civil Code; related and consequent resolutions.

Vote for the proposal of the Board of Directors (Tick only one box)

☐ In Favour ☐ Against ☐ Abstain

SECTION B) If circumstances occur which are unknown at the time of issuance of the proxy I the undersigned proxy signatory,

☐ confirms the instructions ☐ revokes 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 Shareholders’ Meeting, I the undersigned proxy signatory,

☐ confirms the instructions ☐ revokes the instructions

Modify the instructions: (express preference)

☐ In favour _________ ☐ Against ☐ Abstain

With reference to the sole item on the agenda, if significant circumstances arise that were unknown at the time the proxy was granted (for example, the failure to submit proposals by the Board of Directors or by the proposer indicated by the principal within the legal deadlines and published by the company), or if there are amendments or additions to the proposed resolutions that cannot be communicated to the principal, the principal may choose, by completing the appropriate box, among: a) confirming the voting instruction already given; b) modifying the voting instruction already given; c) revoking the voting instruction already given. If no choice is made by the principal, the voting instructions provided in the main section shall, as far as possible, be deemed confirmed. If it is not possible to vote according to the instructions given, Into S.r.l. shall abstain from voting on those items. In any case, in the absence of voting instructions on certain items on the agenda, Into S.r.l. shall not cast any vote on those items.

Date _____ Signature _______

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CERTIFIED

AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

1. 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 the documentation proving the signing powers, must be received by 11:59 p.m. on March 30, 2026, by one of the following alternative methods:

2. in an electronically reproduced copy (PDF) and transmitted to intosrl@legalmail.it (Subject: "Aeffe Shareholders' Meeting Proxy 4/2026"), 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 address signs the electronic document with an advanced, qualified or digital electronic signature, or

3. anticipated by e-mail to issuerservices@intosrl.it (Subject: "Aeffe Shareholders' Meeting Proxy 4/2026"), with 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 4/2026").

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 issuerservices@intosrl.it.

1. 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.

2. Any reference to the communication made by the intermediary and its name.

3. To be completed only if the signatory of the proxy is different from the holder of voting rights, indicating all relevant personal details.

4. Please specify the capacity of the signatory of the proxy and attach, if necessary, documentation proving their signing authority.

5. Pursuant to Article 135-undecies, paragraph 3, of the Consolidated Law on Finance, "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 capital required for the approval of resolutions."

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emarket

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CERTIFIED

AEFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

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:

1. Subject Matter of the Processing

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.

1. 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 Data Controller, 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.

1. 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.

1. 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 Aefle S.p.A. to enable the proper conduct of the shareholders' meeting. Aefle 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 link https://aefle.com/it/privacy-documents/. Your data will not be disclosed.

1. 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.

1. 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.

1. 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 (so-called 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.

1. How to exercise the rights You can exercise your rights at any time by sending:

2. a registered letter with return receipt to Into S.r.l. - Viale Giuseppe Mazzini, 6 - 00195 Rome (RM);

3. an e-mail to info@intoe1.it.

4. Data Controller, Processors and Authorised Persons

The Data Controller is Into 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.

Into S.r.l.

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emarket

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CERTIFIED

AEFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

REGULATIONS REFERRED TO IN THE DELEGATION FORM AND IN THE INSTRUCTIONS FORM

Article 126-bis of Legislative Decree no. 58/1998

(Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions)

1. Shareholders, who individually or jointly, represent at least one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135.

2. Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as the publication of the notice of such submission. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.

3. The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolves on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.

4. Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which they propose discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the same time as publishing news of the integration or presentation, in the ways pursuant to article 125-ter, subsection 1.

5. If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management control committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, having heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree. The decree is published in the ways set out by article 125-ter, subsection 1.

Article 135-decies of Legislative Decree no. 58/1998

(Conflict of interest of the representative and substitutes)

1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided that specific voting instructions are provided for each resolution with respect to which the representative will vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.

2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

a. has sole or joint control of the company, or is controlled or is subject to joint control by that company;

b. is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;

c. is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);

d. is an employee or auditor of the company or of the persons indicated in paragraph a);

e. is the spouse, close relative or is relative by marriage up to the fourth degree, removed of the persons indicated in paragraphs a) to c);

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

1. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.

2. This article shall also apply in cases of share transfer by proxy.

Article 135-undecies of Legislative Decree no. 58/1998

(Designated representative of a listed company)

1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may grant, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.

2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.

3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.

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CERTIFIED

AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

1. The person designated as representative shall disclose any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.

2. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Decree Law no. 18 of 17 March 2020

Article 106

(Rules for the conduct of shareholders' meetings)

1. Companies with listed shares may appoint the representative required by Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even if the Bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the Designated representative designated pursuant to article 135-undecies of legislative decree no. 58 of 24 February 1998; the aforementioned Designated representative may also be granted proxies or sub- proxies pursuant to article 135-novies of legislative decree no. 58 of 24 February 1998, as an exception to article 135-undecies, paragraph 4, of the same decree.

2. Paragraph 4 also applies to companies admitted to trading on a multilateral trading market and to companies with shares widely distributed among the public. [...]

3. The provisions of this Article shall apply to assemblies held by 30 September 2026.