Algowatt

Proxy Solicitation & Information Statement • Nov 20, 2020

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

Pursuant to Law Decree containing measures to strengthen the National health service and economic support for families, workers and business connected to the epidemiological emergency due to COVID-19 approved by the Italian Council of Ministers on March 16th, 2020 and published on Italian Gazzetta Ufficiale on March the 17th, 2020 and as stated in the notice of call of algoWatt S.p.A. Bondholders' Meeting on December 22, 2020 in first, and on December 29,2020 in second call, published on November 20, 2020, the proxy can be conferred to Computershare S.p.A.. The present proxy must be notified as an attachment in PDF format to an e-mail sent to ufficioroma@pecserviziotitoli.it. Computershare S.p.A. is at disposal for any kind of information by phone at no. +39 06 45417401 from 9:00 a.m. to 6:00 p.m. from Monday to Friday or by e-mail to ufficioroma@pecserviziotitoli.it.

	PROXY FORM Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare S.p.A. (1)
* mandatory information
The undersigned * Place of birth * Date of birth*
Tax code *…………………………
Resident in (town/city) * at (street / address) * telephone no * …………………, e-mail
(2) entitled to exercise the voting right at 11/12/2020 (Record Date) as: registered bondholder - legal representative – attorney/proxy holder with authority to sub-delegate pledgee – Taker in - beneficiary interest holder - official receiver– manager – other (specify) ………………………………………………….
for no* of bonds algowatt S.p.A.		(ISIN IT0004991573)
(3) registered in the name of ………………………………………………………………………………Place of birth *
Date of birth * TAX Code …………………………
Resident in (town/city) ………………………………… at (street / address) ……………………………………………………………………………………………….
(4) Registered in the securities account no At		Bank Code (ABI) Branch Code (CAB)
(5) as resulting from communication no.	Made by (Bank)

DELEGATES/SUBDELEGATES Computershare S.p.A. with registered offices in Milan, Via Lorenzo Mascheroni, 19 to attend and vote to the abovementioned general meeting, with reference to the above mentioned bonds, in accordance with the instructions provided and

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

• under his/her own liability, as proxy holder the compliance of the proxy form electronically provided to the original document and the identity of the proxy grantor;
• in case of amendment or integration of the proposals presented to the Bondholders' Meeting, or in the absence of the expression of the vote, Computershare S.p.A will express a non-vote
• the proxy/subdelegation 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.

DATE	Form of identification (6) (type)*	Issued by *	no. *	SIGNATURE
------	---------------------------------------	-------------	-------	-----------	--

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

VOTING INSTRUCTION

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated bondholders' meeting as follow (8)

RESOLUTIONS TO BE VOTED (9)	VOTING INSTRUCTION

1) Information to bondholders and proposal by the Company: (i) to grant a waiver of the provisions of Article 6 ("Redemption, purchase and cancellation"), paragraphs 6.1 and 6. 2 of the Bond Rules; and (ii) temporary suspension of the provisions of Article 7 ("Events of default"), letters (a) and (g) of the Bond Terms and Conditions, with reference to the Company's failure to fulfil its obligations to pay the principal and interest due on the Bonds, as well as with reference to the Company's failure to fulfil its payment obligations under the certified plan to restore the Company's debt exposure and balance its financial situation pursuant to Article 67, paragraph 3, letter d) of the italian Bankruptcy Law drawn up by the Company in September 2019
Section A – vote for resolution proposed by the Board of Directors	F	C	A

2) conferring powers in favour of the bondholders' representative, Mr. Marzio Molinari, for the completion with algoWatt S.p.A. of a pactum de non petendo that implements and implements the resolutions referred to in the previous paragraph
Section A – vote for resolution proposed by the Board of Directors	F	C	A

3) as a result of the stipulation of the pactum de non petendo referred to in item 2 on the agenda, the company shall appoint an advisor, to be appointed by a trio of experts indicated by the bondholders, to carry out an Independent Business Review (IBR), concerning the company's business plan
Section A – vote for resolution proposed by the Board of Directors	F	C	A

DATE SIGNATURE

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

Instructions for filling in and submitting the form

• 1. The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within 21 December 2020 h. 17:00 in first call and 28 December 2020 h 17:00 for the second call, using one of the following methods:
• 1) Registered Email Holders (PEC): as an attachment document (PDF format) sent to ufficioroma@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;
• 2) ature Holders (FEA): as an attachment document with ature sent to ufficioroma@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a ature Holder;
• 3) Common Email address Holders: as an attachment document (PDF format) sent to ufficioroma@pecserviziotitoli.it. In this case the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. Via Monte Giberto n.33 – 00138 – Roma
• 4) Via FAX: number 06-45417450

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

• 1. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.
• 1. To be completed only if the registered bondholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.
• 1. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.
• 1. Reference to the communication made by the intermediary and its name.
• 1. Provide details of a valid form of identification of the proxy signatory.
• 1. Provide the name and surname of the signatory of the Proxy form and Voting instructions.
• 1. In accordance to art. 106 DL 17.3.2020 no. 18, the exclusive appointed representative may receive sub-delegations, but it is liability of the proxy holder to provide appropriate voting instruction accordingly to the instructions submitted by the original proxy grantor.
• 1. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company website "www.algowatt.com" Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Sections A and C.

The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17th, 2020

INFORMATION ON PERSONAL DATA PROCESSING

Pursuant to the Regulation (EU) 2016/679 (the "Regulation")

Personal Data Controller

Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, 19 (hereinafter, "Computershare" or the " Controller"), Appointed Representative of the company pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and art. 106 DL 17 March 2020 n. 18, as controller of "Processing" (as defined in article 4 of the Regulation) of Personal Data (as defined below) provides the present "Information on Personal Data Processing", in compliance with the provisions of the applicable law (article 13 of Regulation and subsequent national legislation)

Object and methods of processing

The personal data of the bondholder and of his possible representative (hereinafter, the "Delegating party"), as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the bondholding (hereinafter "Personal Data") are communicated by the Delegating party, even by electronic means, to Computershare through this form, in order to grant the proxy to attend and to vote at the bondholders' meeting on behalf of the Delegating party according his voting instructions

The Controller process the Personal Data of the Delegating party reported in this form, lawfully, fairly and limited to what is necessary in relation to the purposes for which they are processed. The processing - as collection or any other operation as set forth in the definition of "processing" pursuant article 4 of the Regulation – shall be performed by papery or automated means, implementing the appropriate organizational and logical measures required by the purposes here above mentioned.

Purpose and legal basis of the Processing

The purpose of the Processing by the Controller is to allow the correct expression of voting instruction by the Appointed Representative in the bondholders' meeting on behalf of the Delegating Party, in compliance with the provisions of the aforementioned art. 135-undecies of TUF and art. 106 DL 17 March 2020 n. 18.

The legal basis of the Processing is represented by:

• contractual obligations: to comply with the obligations arising from the agreement between the Delegating Party and the Appointed Representative;

• legal obligations: to comply with the legal obligations the Appointed Representative shall fulfil towards the company and the Authorities.

The collection and the Processing of Personal Data is necessary for the purposes indicated above. Failure to provide the aforementioned Personal Data implies, therefore, the impossibility to establish and manage the above agreement.

Recipients, storage and transfer of Personal Data

The Personal Data will be made accessible, for the purposes mentioned above - before, during and after the bondholders' meeting - to the employees and collaborators of the Controller who are in charge of Processing.

The Personal Data provided will be kept for a period of at least 1 year, in accordance with current legislation and will be disclosed to third parties only in compliance with legal obligations or regulations or at the request of the Authorities. This period is consistent with the provisions of current legislation.

Personal Data will be processed within the European Union and stored on servers located within the European Union. The Personal Data will be communicated to the Company to comply with the obligation under the law regarding the bondholder's meeting's minutes, updating of bondholders' register and to third parties only if required by the Authorities.

Rights of the Delegating party

The Delegating Party has the right to ask, in every moment, which Personal Data and how they are processed. The Delegating party may ask to update, complete, correct or even erase the Personal Data. The Delegating party can also ask to restrict the use of his Personal Data or withdraw the consent to use them, but in such case, it will be impossible to attend and vote at the bondholders' meeting. The Personal Data and the voting instructions will be kept for 1 year at disposal of the Authorities.

For the exercise of the aforementioned rights, the Delegating party can write to Computershare to the address reported in the form or to the following email address dataprotection@computershare.it. For the Privacy Policy and all Computershare activities, please visit our website https://www.computershare.com/it/Pages/Privacy.aspx.

Computershare S.p.A.