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Aeffe Proxy Solicitation & Information Statement 2026

Mar 11, 2026

4140_rns_2026-03-11_4b49da74-179f-4d29-9280-27684a9f0be2.pdf

Proxy Solicitation & Information Statement

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CERTIFIED

AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE

PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

Pursuant to Article 135-undecies of Legislative Decree no. 58/98 (the "Consolidated Law on Finance") and Article 106 of Legislative Decree no. 18 of March 17, 2020, converted with amendments into Law no. 27 of April 24, 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"), 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 the Consolidated Law on Finance, in derogation of Article 135-undecies, paragraph 4, of the Consolidated Law on Finance, 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 Consolidated Law on Finance.

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 Shareholders' 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 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.

With reference to the Extraordinary Shareholders' Meeting of Aeffe S.p.A. convened on April 1, 2026, at 09:30 a.m., in a single call, according to the procedures and terms set forth in the notice of call published on the company's website www.aeffe.com, in the "Governance/Documents relating to Shareholders' Meetings" section, on March 11, 2026, we hereby

PROXY/SUB-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.


emarket

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CERTIFIED

AEFFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE

PURSUANT TO ART. 135-NOVIES 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 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 Consolidated Law on Finance.

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 regarding the shares 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 the case of sub-proxy) that he/she is in possession of the originals of the proxies granted to him/her and 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 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 ______


emarket

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CERTIFIED

AEFEE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE

PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

VOTING INSTRUCTIONS(6) (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.

SECTION A)

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, 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 _______


emarket

with storage

CERTIFIED

AEFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE

PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE NO. 58/1998 ("CONSOLIDATED LAW ON FINANCE")

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:

  2. in an electronically reproduced copy (PDF) and transmitted to [email protected] (Subject: "Aefle Shareholders' Meeting Proxy 04/2026"), 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 [email protected] (Subject: "Aefle Shareholders' Meeting Proxy 04/2026"), with a copy of an identity document of the delegating party and sent in original, by courier or registered mail, to the offices of Into S.r.l. Viale Giuseppe Mazzini 6, 00195 Rome, (Ref: "Aefle Shareholders' Meeting Proxy 04/2026").

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., March 31, 2026 (and in any case before the opening of the Shareholders' Meeting). The proxy/sub-proxy pursuant to Article 135-novies, of the Consolidated Law on Finance 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].

  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, "the 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."


emarket

with storage

CERTIFIED

AEFE S.P.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE

PURSUANT TO ART. 135-NOVIES 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 fulfil 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 fulfilment 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 Aefee S.p.A. to enable the proper conduct of the shareholders' meeting. Aefee 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://aefee.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 [email protected].

  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.