Amplifon — Proxy Solicitation & Information Statement 2023

Mar 21, 2023

PROXY FORM (1)

Corporate/Trading Name ________
Date of birth (only phyisical person) __Place of birth ___Prov. birth_
Tax code_______ Telephone _________
			Address of residence/Registered office ____________
			Entitled to vote with ________ordinary shares of Amplifon S.p.A. in the capacity of(2)
Direct holder of the shares
Legal representative of ____
Attorney with sub-delegating powers
Secured creditor
Beneficial owner	usufructuary	custodian	manager
Other (specify) __________

By virtue of:

• (i) Copy of the accreditation certification issued by the bank or intermediary
• (ii) Copy of the ID card or equivalent document

Hereby grants a Proxy on

Aholding S.r.l., with registered offices in Ivrea (Torino), via Monte Navale n. 9, to act as a representative for all shares for which there are voting rights in the Ordinary Shareholders' Meeting of:

Amplifon S.p.A. convened at the Company's registered office in Milan, 131/133 Via Ripamonti,

on 21 April 2023 at 3:00 p.m., on single call

conferring the necessary powers for exercising the voting right in the name and behalf of the proxy

granter in accordance with the instructions issued.

Aholding S.r.l. hereby declares that it has no personal interest with respect to the proposed resolutions put to the vote. However, considering the possible contractual relationships that exist with some of the substitutes and the Company and, in any event, for all legal purposes, it is expressly declared that, should any unknow circumstances arise, or in the event of amendment or supplementing of the proposals submitted to the Shareholders' Meeting, neither Aholding S.r.l. nor its substitutes shall cast a vote different form that indicated in the instructions.

Signature of the Shareholder ___________________________________________________

Date and place in which the proxy was signed_____________________________________

⁽¹⁾Any party authorised to attend the Shareholders' Meeting shall be represented by means of a written proxy or sub-proxy in according with the relevant legal previsions, with the option of using, for the purpose, this proxy available on the Company website, under Section Governance. The proxy, together with any annexes, shall be sent to the Company, at Via Ripamonti no. 131/133, 20124 Milan, or by certified email to segreteria.societaria@pec.amplifon.com or, alternatively, to Aholding S.r.l. by certified email: assemblea@arubapec.it, no lather than 6:00 p.m. CET of the day prior to the Shareholders' Meeting (and in any case by the beginning of the meeting). Within the above-mentioned term, the proxy and the voting instructions may be revoked at any time using the procedures specified in the proxy form.

⁽²⁾ Specify the capacity of the signatory of the proxy and attach, in the case of a legal entity, documentation proving the signatory powers.

⁽³⁾Should the proxy be granted by a legal entity, include the relevant stamp.

VOTING INSTRUCTIONS

(Section containing information for the Proxy - Tick the chosen box)

or alternatively, if a legal entity

…........................................................................................................................................................................................... (see above)

The undersigned, Mr/MS (enter name of proxy granter)

(enter name of Body/Company)

expressly authorises the Proxy to vote in accordance with the following voting instructions at the Ordinary Shareholders' Meeting of Amplifon S.p.A. ISIN code: IT0004056880 - code: IT0005090649 - code: XXTIV0000024 - code: XXITV0000016, convened: at the Company's registered office in Milan, 131/133 Via Ripamonti on 21 April 2023 at 3:00 p.m., on single call.

1. Financial Statements as at 31 December 2022: 1.1 Approval of the Financial Statements as at 31 December 2022; reports prepared by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Consolidated Financial Statements as at 31 December 2022 and Report on Operations in accordance with Commission Delegated Regulation (EU) 2019/815 and subsequent amendments. Consolidated Non-Financial Statement as at 31 December 2022.	FAVOUR	AGAINST	ABSTAIN
1. Financial Statements as at 31 December 2022 1.2 Allocation of the earnings for the year.	FAVOUR	AGAINST	ABSTAIN
2. Directors' remuneration for FY 2023.	FAVOUR	AGAINST	ABSTAIN
3. Stock grant plan in favour of the employees and self-employees of the Company and its subsidiaries for 2023-2028 ("Stock Grant Plan 2023-2028").	FAVOUR	AGAINST	ABSTAIN
4. Remuneration Report 2023 pursuant to art. 123-ter Legislative Decree 58/98 ("TUF") and art. 84-quater Issuers' Regulations 4.1 Binding resolution on the first section pursuant to art. 123-ter, par. 3-bis and 3-ter of the TUF.	FAVOUR	AGAINST	ABSTAIN
4. Remuneration Report 2023 pursuant to art. 123-ter Legislative Decree 58/98 ("TUF") and art. 84-quater Issuers' Regulations 4.2 Non-binding resolution on the second section pursuant to art. 123-ter, par. 6 of the TUF.	FAVOUR	AGAINST	ABSTAIN
5.Proposed amendment to the Co-investment Plan ("Sustainable Value Sharing Plan 2022-2027"): resolutions pursuant to Article 114-bis TUF and Article 84-bis of the Issuers' Regulations.	FAVOUR	AGAINST	ABSTAIN
6. Approval of a plan for the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code, following revocation of the current plan. Related and consequent resolutions.	FAVOUR	AGAINST	ABSTAIN

Place and Date Signature

The following documents

• a) The Proxy
• b) Voting Instructions
• c) Copy of the ID card or equivalent document of the proxy granter
• d) If the sub-delegating proxy is a legal person, a copy of an identity document, currently valid, of the pro tempore legal representative, or of another person with appropriate powers, together with appropriate documentation attesting to their qualification and powers (copy of a Chamber of Commerce certificate or similar)

________________ __________________

e) Copy of the accreditation certification issued by the bank or intermediary

Shall be sent to the Company by post at Via Ripamonti no 131/133, 20124 Milan, or by certified email to segreteria.societaria@pec.amplifon.com or, alternatively, to Aholding S.r.l. by certified email assemblea@arubapec.it, no lather than 6:00 p.m. CET of the day prior to the Shareholders' Meeting (and in any case by the beginning of the meeting).

N.B. For any clarifications regarding the conferral of the proxy (and, in particular, completing and sending the proxy form and voting instructions), shareholders authorised to attend Shareholders' Meeting may contact the Designated Representative, at the addressed indicated above and/or at the number 0125 1865910 (in working days and hours).

NOTICE PURSUANT ARTICLES 13 AND 14 OF REGULATION (EU) 2016/679

It should be understood that, pursuant to articles 13 and 14 of regulation (EU) 2016/679 (hereinafter also referred to as the "GDPR"), the data contained in the proxy template will be processed by Aholding S.r.l. (hereinafter also referred to as the "Data Controller" or "Controller") for the purposes of managing the proxy in shareholders' meetings, in compliance with the legislation in force concerning the processing of personal data.

The data may be made known to colleagues of the Data Controller specifically authorised to process them, as Data Processors or Data Processing Officers, to pursue the purposes indicated above: these data may be disclosed to specific parties to satisfy a legal or regulatory requirement or EU legislation, or based on previsions laid down by authorities authorised to do so by the law or by supervisory and control bodies. The Controller may also, in the pursuit of the aforementioned purposes, need to disclose personal data to third parties, such as, for example, Aholding S.r.l. and/or the Company.

Consent is required; if consent to the processing of data is withheld, it will be impossible to enable the proxy to participate in the Shareholders' Meeting.

The Data Controller may be contacted using the following details:

• Aholding S.r.l., Via Circonvallazione n. 5, 10010 Banchette (TO)
• +390125 1865910

The personal data will be processed in accordance with the previsions laid down in the GDPR, using paper, computer and telematic tools, according to a rationale strictly linked to the purposes indicated and, in any event, using procedures suitable for ensuring the secrecy and confidentiality thereof in compliance with the previsions laid down by article 32 to GDPR. Your personal data will be processed for the time necessary for fulfilling the processing purposes described above, at the end of which they will be kept, where necessary, for the period of time stipulated by the legislation in force.

The data subject is entitled to exercise the rights enshrined in articles 15 to 21 of the GDPR, i.e. to know, at any time, which data are held by the Company, their origin and how they used, to request their update, rectification, completion or erasure, to block them or request their portability or object to their processing using the addresses mentioned above.

The data subject is entitled to withdraw consent and lodge a compliant with the Autorità Garante per la protezione dei dati personali, at Piazza Venezia no. 11, 00187 Rome (RM).

The above rights may be exercised, with respect to the Controller, using the contact details indicated at the start of this notice.

Your rights as a data subject may be exercised free of charge pursuant to article 12 of the GDPR. However, in the case of clearly unfounded or excessive requests, including as regards repetition, the Controller may charge you a reasonable sum as a contribution to costs, in consideration of the administrative expenses incurred for managing your request, or refuse to satisfy the said request, providing reasons for so doing.

______________ ___________________

Place and Date Signature