Alkemy — Proxy Solicitation & Information Statement 2020

Apr 6, 2020

In accordance with Article 106 of Legislative Decree no. 18 of 17 March 2020, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/98. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-delegations pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this ordinary proxy form.

With reference to the Ordinary Shareholders' Meeting of Alkemy S.p.A., to be held on 24th April 2020, in single call, at 3:00 p.m, in Milano, via Mario Pagano n. 65, at the office of Notaio Chiara Clerici, , as indicated in the notice of call of the Shareholders' Meeting of 25th March 2020, published on the Company's website at www.alkemy.com, in the section "Corporate Governance/ Shareholders Meeting" and having read the Reports on the items on the Agenda made available by the Company(§)

		with this form
I, the undersigned (party signing the proxy(1) )		Name (*)		Surname (*)
Born in (*)		on (*)		Tax identification code or other same document if foreign (*)
resident in (*)		Address (*)
Phone n° (*)		Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)	Issued by (*)			No (*)
	in quality of (tick the box that interests you)
£ party with the right to vote	£ delegate o attorney with sub-delegation powers £ other (specify) ……………………………………………………………………………………………… (copy of the documentation of the powers of representation enclosed with the right to vote)			£ legal representative £ pledgee - £ bearer - £ usufructuary - £ custodian – £ manager
Name Surname / name of the company: (*)
Born in (*)		on (*)
Shareholder (if different)	Registered office / Resident in (*)
	Tax identification code or other same document (if foreign) (*)
		related to
No.	ordinary shares Alkemy S.p.A (ISIN ___)	Registered in the securities account (2) No.		At the custodian	ABI	CAB
referred to the communication (pursuant to Article 83-sexies of D.Lgs. 58/98) (3) No.			supplied by the intermediary:

Appoints/sub appoints Società per Amministrazioni Fiduciarie SPAFID S.p.A. ("SPAFID"), with registered office in Milan, Tax Code no. 00717010151, to attend and represent him/her/it at the Shareholders' Meeting. The undersigned also declares that the voting right will be exercised by the proxy/sub-delegate in accordance with specific voting instructions given by the undersigned delegating party.

__________________________ ____________________________________ (Place and date) (Signature of the delegating party)

By signing this proxy, the undersigned undertakes to notify the same proxy by sending the original or a copy of the original, thereby certifying the conformity of the document to the original which will be notified to the Company.

__________________________ ____________________________________ (Place and date) (Signature of the delegating party)

^(*) Mandatory

^(**) It is recommended to fill in order to better assist the delegating party.

^(§)The Company will process the personal data of the parties concerned in accordance with the information published on the Company's website www.alkemy.com

¹ Indicate the name and surname of the delegating party (as it appears on the copy of the communication for participation in the shareholders' meeting pursuant to Article 83-sexies, Legislative Decree 58/1998) or the legal representative of the delegating legal entity

² Indicate the number of the securities custody account and the name of the custodian of the shares. The information can be obtained from the account statement provided by the custodian.

³ Indicate the number of the Communication ticket for the Shareholders' Meeting issued by the custodian upon request of the person entitled to vote.

SPAFID declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between SPAFID and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, SPAFID expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.

VOTING INSTRUCTIONS

(Section containing information intended for the Delegate only - Tick the relevant boxes)

The undersigned Signatory of the proxy (1)( personal details)

hereby appoints Spafid to vote in accordance with the voting instructions given below at the Ordinary General Meeting of Alkemy S.p.A. to be held on 24thApril 2020, on single call, at 3:00 p.m., in Milano, via Mario Pagano n. 65, at the office of Notaio Chiara Clerici

Item 1 – Approval of the Financial Statement as of December 31, 2019, accompanied by the Board of Director's report, by the report of the Board of Auditors and by the
Independent Auditor's reports. Presentation of the Consolidated Financial Statement at December 31, 2019 and of the consolidated non-financial report prepared pursuant
to Decreto Legislativo 254/2016
Proposal of the Board of Directors		* In Favour	* Against	* Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
* confirms the instructions	Modify the instructions (express preference)

* revokes the instructions	* In favour: _________ Against Abstain

Item 2 – Allocation of the net profit. Related deliberations
Proposal of the Board of Directors		* In Favour	* Against	* Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (Shareholders' name) _____		* In Favour	* Against	* Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
* confirms the instructions Modify the instructions (express preference)
	* In favour: _________
* revokes the instructions	* Against
	* Abstain

Item 3 – Report on remuneration policy and remuneration paid in accordance with art. 123-ter del D. Lgs. n. 58/98:

Item 3.1 – binding resolution on the first section regarding the remuneration policy pursuant art. 123-ter, paragraphs 3-bis e 3-ter del D. Lgs. n. 58/1998
Proposal of the Board of Directors		* In Favour	* Against	* Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (Shareholders' name) _____		* In Favour	* Against	* Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
* confirms the instructions Modify the instructions (express preference)
* In favour: _________
* revokes the instructions * Against
* Abstain

Item 3.2 – non-binding resolution on the second session on remuneration paid pursuant art. 123-ter, paragraph 6, of D. Lgs. n. 58/1998
Proposal of the Board of Directors		* In Favour	* Against	* Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (Shareholders' name) _____		* In Favour	* Against	* Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
* confirms the instructions Modify the instructions (express preference)
* In favour: _________
* revokes the instructions * Against
* Abstain

Item 4 – Designation of a Director pursuant article 2386, first paragraph, of the Codice Civile, and article 19.17.2 of the Articles of Association. Related deliberations
Proposal of the Board of Directors		* In Favour	* Against	* Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (Shareholders' name) _____		* In Favour	* Against	* Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
* confirms the instructions Modify the instructions (express preference)
* In favour: _________
* revokes the instructions	* Against
	* Abstain

__________________________ ____________________________________ (Place and date) (Signature of the delegating party)

DIRECTORS' LIABILITY ACTION
In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the Italian civil code, proposed by the shareholders on the occasion of the approval
of the financial statements, the undersigned appoints the Appointed Representative to vote as follows:
* in favour against abstain

__________________________ ____________________________________ (Place and date) (Signature of the delegating party)

ANNEX 1 INSTRUCTIONS FOR THE FILLING AND SENDING OF THE VOTING PROXY FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Article 83-sexies, Legislative Decree 58/1998)

• 1. The proxy must be dated and signed by the delegating party.
• 1. Representation may be conferred only for single meetings, with effect also for subsequent calls.
• 1. In the case of co-ownership of shares, the proxy must always be issued with the signature of all the co-owners.

Instructions for sending

The form of proxy with related voting instructions will have to be submitted to Spafid:

• (i) in digital copy (PDF format) submitted to the certified email address assemblea@pec.spafid.it (even when the proxy grantor is not using a certified email) or
• (ii) in original copy, to the following address: Spafid S.p.A., Foro Buonaparte, 10 20121 Milano, Rif. "Delega RD Assemblea Alkemy 2020", via registered mail or courier.

Except in cases in which the proxy is submitted in original copy or via certified email with ature, which is equivalent to the written version according to the applicable law, the original proxy form and a copy of related documentation must be promptly submitted to Spafid, Foro Buonaparte, 10 – 20121 Milano, as soon as the containment measures related to the Covid-19 (CoronaVirus) health emergency and issued by the relevant Authorities will be lifted.

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

For any clarification or information please contact Spafid S.p.A. by email to the following address confidential@spafid.it or by phone at the following telephone number (+39) 0280687331- 02.80687.319 during regular office hours.

PROTECTION OF PERSONAL DATA INFORMATION PURSUANT TO ART. 13 AND ART. 14 OF REGULATION EU 2016/679

Pursuant to Article 13 and Article 14 of Regulation EU 2016/679 and with national legislation and regulations in force on personal data protection, the data contained in the proxy form shall be processed by Spafid S.p.A. – the data controller – for compliance with obligations concerning representation in shareholders meetings and casting the vote of the person who appointed Spafid as a proxy in its capacity as the Designated Proxy, in observance of the instructions issued by that person and also in compliance with the obligations set by law, by regulations and by EU legislation or provisions issued by the supervisory and other authorities.

The legal basis is given by compliance with laws (Art. 2370 of the Italian Civil Code and following articles) and for the relative and consequent compliance obligations.

This data may be known by employees and associate workers of the Spafid S.p.A. who are specifically authorized to process them in their capacity as persons responsible for or appointed to pursue the above aims. The data may be distributed or communicated to specific parties, including those belonging to other companies controlled by Spafid, in compliance with a legal, regulatory or EU obligation or on the basis of orders given by an authority legally empowered to issue them or given by supervisory and control bodies as well as for the purposes strictly connected and instrumental to the performance of the compliance contractual obligations concerning representing and voting for the person who appointed Spafid as a proxy in its capacity as the Designated Proxy. Without the data indicated as compulsory, the Company will be unable to allow the proxy to take part in the Shareholders' Meeting.

The processing of the personal data or of personal data relating to third parties (e.g. delegated persons or their substitutes) communicated by you (the "Personal Data") will take place, in compliance with the provisions of personal data protection legislation and regulations, by using hardcopy, IT or telematic tools, with an approach strictly related to the purposes indicated and in any case in ways appropriate to ensure security and confidentiality in compliance with personal data protection legislation and regulations.

With regard to the purposes described above, Spafid will process personal data such as for the example, but not limited to these, personal details (e.g. first name, last name, address, date of birth, identity card, tax identification number).

A data subject shall have the right to obtain at any time confirmation of whether or not data is held on him/her, to know its content and origin, to check its accuracy or to ask for it to be added to, updated or rectified (Art. 15 and Art. 16 of the GDPR). Furthermore a data subject has the right to ask for the erasure of the data, restrictions on its processing, revocation of consent, portability of the data as well as the right to make complaints to the supervisory authority and in any event to object to its processing on legitimate grounds (Art. 17 and following of the GDPR).

Those rights may be exercised by making a communication in writing accompanied by a valid identity document of the data subject to be sent to: privacy@spafid.it. The data controller is the company Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with Headquartersat 10, Via Filodrammatici, Milan. Spafid has designated the data protection

officer of the Mediobanca Group as its data protection officer.

The Data Protection Officer may be contacted at the following addresses:

• DPO.mediobanca@mediobanca.com

• dpomediobanca@pec.mediobanca.com

PRIVACY INFORMATION INFORMATION PURSUANT TO ART. 13 AND ART. 14 OF REGULATION EU 2016/679

The data shall be processed by the company according to what provided and made available by the same Company on the web site www.alkemy.com.