Carel Industries

Proxy Solicitation & Information Statement • Mar 11, 2021

CAREL INDUSTRIES S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24th April 2020 no. 27 and as extended by effect of paragraph 6 of art. 3, D.L. 183/2020, as converted with modifications by Law 26th February 2021 no. 21

Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., with registered office in Milan, via Filodrammatici n. 10, fiscal code n. 00717010151, part of the Mediobanca Banking Group entered on the Register of Banking Groups, authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended (hereinafter "Spafid"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, taking into account the emergency period extension established by D.L. 183/2020, as converted with modifications by Law 26th February 2021 no. 21 of CAREL INDUSTRIES S.p.A. (hereinafter the "Company" or "Carel Industries"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Extraordinary and Ordinary General Meeting of Carel Industries to be held in Brugine (PD), Via dell'Industria 11, on 20th April 2021, in single call, at 11 a.m., as set forth in the notice of the shareholders' meeting published on the Company's website at www.carel.com, in the section "Investor Relations/Shareholders' Meetings" on 11 March 2021 and, in abridged form, in the Italian daily newspaper "IlSole24Ore".

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting (i.e., by 11:59 p.m. of 16th April 2021. The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Appointed Representative

Spafid, as Appointed Representative, declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of (i) 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, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries, 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.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

PROXY FORM

Part 1 of 2

(Section to be notified to the Company via the Appointed Representative - Complete with the information requested at the bottom of the form) (§)

I, the undersigned (party signing the proxy)	Name() Surname()
born in (*)	on () Tax identification code or other identification 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) (*)

 shareholder with the right to vote  legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)  pledge  bearer  usufructuary custodian  manager  other (specify) ………………………………………………………………………………………………
	Name Surname / Denomination: (*)
Shareholder (if different)	born in (*)	on (*)	Tax identification code or other identification if foreign (*)
	Registered office / Resident in (*)
Related to
n. (*)	Carel Industries shares - ISIN __
n. (*)	Carel Industries shares - ISIN __	Registrated in the securities account (1) n.		at the custodian	ABI	CAB
	referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) n.		Supplied by the intermediary:

DELEGATES SPAFID S.p.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

- that he/she/it is aware that the proxy to the Appointed Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted and to have requested from the custodian the communication for participation in the Meeting as indicated above;

• that there are no reasons for incompatibility or suspension of the exercise of voting rights.

DECLARES to authorize Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document.

(Place and Date)

* (Signature) *

(§)The Company will process the personal data in accordance with the attached information ( *) Mandatory (**) It is recommended to fill in order to better assist the delegating party.

VOTING INSTRUCTIONS (3) Part 2 of 2 (intended for the Appointed Representative only - Tick the relevant boxes)
The undersigned (4) (name and surname / denomination of the holder of the right to vote only if different)
Hereby appoints Spafid 2021, in single call, at 11:00 a.m	to vote in accordance with the voting instructions given below in relation to the Extraordinary and Ordinary General Meeting of Carel Industries to be held on 20th April

EXTRAORDINARY PART

1. Proposed amendments to Articles 17 and 23 of the Company's Bylaws in compliance with Budget Law 160/2019 containing provisions on gender quotas in the management and control bodies of listed companies; related and consequent resolutions
Proposal of the Board of Directors	Tick only one box	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 (5)
confirms the instructions	Modify the instructions (express preference)
	In favour: _________
revokes the instructions	Against
	Abstain

ORDINARY PART

1. Approval of the Financial Statements at 31 December 2020 and presentation of the CAREL Group Consolidated Financial Statements at 31 December 2020. Allocation of the result for the financial year.

1.1 Approval of the Financial Statements at 31 December 2020; related and consequent resolutions
Proposal of the Board of Directors	Tick only one box	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 (5)
confirms the instructions	Modify the instructions (express preference)
	In favour: _________
revokes the instructions	Against
	Abstain

1.2 Allocation of the result for the financial year; related and consequent resolutions
Proposal of the Board of Directors box	Tick only one	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 (5)
confirms the instructions	Modify the instructions (express preference)
	In favour: _________
revokes the instructions	Against
	Abstain

2. Appointment of the Board of Directors; related and consequent resolutions

2.1 Determination of the number of members of the Board of Directors
Proposal of the Board of Directors box	Tick only one	In Favour	Against	Abstain
[As an alternative to filling in the top box on the proposal of the Board of Directors] Proposal (if presented by the holder of the right to vote and published by the Company) (proposer) _____ box	Tick only one	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 (5)
confirms the instructions	Modify the instructions (express preference)
revokes the instructions	In favour: _________ Against Abstain

2.2 Determination of the term of office of the Board of Directors
Proposal of the Board of Directors	Tick only one box	In Favour	Against	Abstain
[As an alternative to filling in the top box on the proposal of the Board of Directors] Proposal (if presented by the holder of the right to vote and published by the Company) (proposer) _____	Tick only one box	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 (5)
confirms the instructions	Modify the instructions (express preference)
revokes the instructions	In favour: _________ Against Abstain

2.3 Appointment of the members of the Board of Directors
		Tick only one box
Please indicate the number of the chosen list or against / abstained with reference to all the lists		 List no. _____	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			(5)
confirms the instructions	Modify the instructions (express preference)
	List no.: _________
revokes the instructions	Against
	Abstain

2.4 Appointment of the Chairman and Vice Chairman of the Board of Directors

2.4.a Appointment of the Chairman of the Board of Directors
Proposal of the majority shareholder	Tick only one box	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			(5)
confirms the instructions	Modify the instructions (express preference)
	In favour. ___
revokes the instructions	Against
	Abstain

2.4.b Appointment of the Vice-Chairman of the Board of Directors
Proposal of the majority shareholder	Tick only one box	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 (5)
confirms the instructions	Modify the instructions (express preference)
	In favour: _________
revokes the instructions	Against
	Abstain

2.5 Determination of the remuneration of the members of the Board of Directors
Proposal of the Board of Directors	Tick only one box	In Favour	Against	Abstain
[[As an alternative to filling in the top box on the proposal of the Board of Directors] Proposal (if presented by the holder of the right to vote and published by the Company)
(proposer) _____	Tick only one box	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 (5)
confirms the instructions	Modify the instructions (express preference)
revokes the instructions	In favour: _________ Against Abstain

3. Appointment of the Board of Statutory Auditors; related and consequent resolutions

3.1 Appointment of three Standing Auditors and two Alternate Auditors
		Tick only one box
Please indicate the number of the chosen list or against / abstained with reference to all the lists		List no. _	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 (5)
confirms the instructions	Modify the instructions (express preference)
	List no.: _________ 
revokes the instructions	Against
	Abstain

3.2 Appointment of the Chairman of the Board of Statutory Auditors
Proposal of the majority shareholder	Tick only one box	In Favour	Against	Abstain
(N.B. possible resolution as it will proceed only in the case of presentation of only one list)
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)
confirms the instructions	Modify the instructions (express preference)
	In favour: _________
revokes the instructions	Against
	Abstain

3.3 Determination of the remuneration of the members of the Board of Statutory Auditors
Proposal of the Board of Directors	Tick only one box	In Favour	Against	Abstain
[As an alternative to filling in the top box on the proposal of the Board of Directors] Proposal (if presented by the holder of the right to vote and published by the Company)
(proposer) _____ box	Tick only one	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 (5)
confirms the instructions	Modify the instructions (express preference)
	In favour: _________
revokes the instructions	Against
	Abstain

4. Resolutions concerning the report on the remuneration policy and fees paid pursuant to Article 123-ter of Legislative Decree 58/1998 and article 84-quater of Consob Regulation no. 11971/1999

4.1 Binding vote on the remuneration policy for the 2021 financial year set forth in the first section of the report; related and consequent resolutions
Proposal of the Board of Directors box	Tick only one	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 (5)
confirms the instructions	Modify the instructions (express preference)
revokes the instructions	In favour: _________ Against Abstain

4.2 Consultation on the second section of the report concerning remuneration paid in or relating to the 2020 financial year; related and consequent resolutions
Proposal of the Board of Directors box	Tick only one	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 (5)
confirms the instructions	Modify the instructions (express preference)
	In favour: _________
revokes the instructions	Against
	Abstain

5. Proposal to approve a compensation plan based on financial instruments pursuant to Article 114-bis of Legislative Decree February 24, 1998 no. 58, as subsequently amended and supplemented; related and consequent resolutions.
Proposal of the Board of Directors box	Tick only one	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 (5)
confirms the instructions	Modify the instructions (express preference)
revokes the instructions	In favour: _________ Against Abstain

6. Proposal to authorise the purchase and disposal of treasury shares, subject to revocation of the previous authorisation approved by the Ordinary Shareholders' Meeting on April 20, 2020; related and consequent resolutions.
Proposal of the Board of Directors box	Tick only one	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 (5)
confirms the instructions	Modify the instructions (express preference)
revokes the instructions	In favour: _________ Against Abstain


	(Place and Date)
*		( Signature) *

DIRECTORS' LIABILITY ACTION In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the 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) *

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting, by 11:59 p.m. of 16th April, 2021:

a copy of an identification document with current validity of the proxy grantor or

in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers

by one or other of the following two methods:

i) transmission of an electronically reproduced copy (PDF) to the certified email address assemblee@pec.spafid.it (subject line "Proxy for CAREL 2021 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);

ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Spafid S.p.A., Foro Buonaparte 10, 20121 Milan (Ref. "Proxy for CAREL 2021 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to assemblee@pec.spafid.it (subject line: "Proxy for CAREL 2021 Shareholders' Meeting")

• (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
• (2) Indicate the Communication reference for the Shareholders' Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Pursuant to Article 135-undecies, paragraph 3, of Legislative Decree no. 58/1998, "The shares for which the proxy was granted, in full or in part, are counted for the purposes of determining that the meeting has been validly convened. In relation to proposals for which voting instructions were not given, the shareholder's shares do not count towards the calculation of the majority and the proportion of capital required for the approval of resolutions."
• (4) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).
• (5) With reference to every items of the Agenda, if significant circumstances occur which are unknown at the time of granting the proxy (i.e. absence of proposals of the Board of Directors or absence of proposals indicated by the proposer in the terms of the law and issued by the Company), or if amendments or additions are made to the proposed resolutions put forward to the meeting and which cannot be notified to the proxy grantor, it is possible to choose from the following options: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. In case no choise is effected by the delegating party, will, as far as possible, confirm the voting instructions given in the main section. If it is not possible to vote according to the instructions given, Spafid will abstain on these matters.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Spafid S.p.A. by email to the following address confidential@spafid.it or by phone at the following telephone numbers (+39) 02.80687319 – 02.80687335 (during open office hours from 9:00 a.m. to 5:00 p.m.).

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 STATEMENT

PURSUANT TO ARTT. 13 AND 14 OF EUROPEAN REGULATION 2016/679

Carel Industries S.p.A., based in Brugine (Padova), via dell'Industria 11, (hereinafter, the "Company"), is the Data Controller – pursuant to articles 4, n. 7) and 24 European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (hereinafter, "Regulation") made both by designated personnel within the Company and external professionals specifically instructed – in which employees and collaborators may appear. Such processing may be conducted in paper form or by electronic means.

Regulation (EU) No 2016/679 on the protection of Personal Data (hereinafter "the Regulation") establishes rules on the protection and processing of Personal Data.

The purpose of this document ("Privacy Notice) is to provide you with information regarding the processing of your Personal Data collected through the completion of the model of delegation ("Personal Data"), which will be carried out by the Company for the purposes set out in paragraph 3 of this Privacy Notice, in compliance with the requirements sated by Regulations and other applicable laws regarding the processing of Personal Data.

"Processing of Personal Data" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Therefore, the Company informs you that, in accordance with the articles 13 and 14 of the Regulation, the processing will be performed manually and/or by electronic means for the purposes provided below.

1. Data Controller and Data Processor

The Data Controller (i.e. the legal entity which determines the purposes and means of the processing of Personal Data) is Carel Industries S.p.A., based in Brugine (PD), via dell'Industria 11, Italy ("Data Controller").

For any purpose related to this Privacy Notice, including the exercise of the rights referred to in paragraph 7 below, you may contact the Data Controller, without formalities, by sending an email to the following address: privacy@carel.com.

The updated list of Data Processors can be found at the above mentioned office, or upon your request communicated to the above e-mail address

2. Data Protection officer

We inform you that the Data Controller has appointed a Data Protection Officer ("DPO") who can be contacted at the following contacts: Avv. Luigi Neirotti, Studio Legale Tributario, Via Meravigli, n. 14, 20123 Milano E- mail: privacy@carel.com

3. Category of personal data, purpose and legal basis of the processing

The Data Controller will process your Personal Data (including name, surname, tax code, domicile) your address, manually and/or with the support of computer or telematic means, in compliance with the Regulations and exclusively for the following purposes:

• (i) to allow the management of Shareholders' Meeting operations and, in particular, to allow those who have the right to attend the Shareholders' Meeting to exercise their right to vote by proxy pursuant to Article 135-novies of the TUF and Article 10 of the Articles of Association; and
• (ii) to comply with the consequent obligations provided for by law, regulations or Community legislation, as well as to comply with the orders of the authorities empowered to do so by law or by supervisory and control bodies.

The legal basis for the processing of Personal Data for the purposes referred to in points (i) and (ii) above is represented by the need to comply with a legal obligation to comply with a legal obligation to which the controller is subject (art. 6, let. C of the Regulation). Therefore, his consent is not required.

The provision of your Personal Data is necessary for the purposes indicated above and failure to do so will make it impossible for you to attend the Shareholders' Meeting by delegation.

4. Communication and disclosure of Personal Data

With regard to art. 13, paragraph 1, letter (e) of the Regulation, the subjects or categories of subjects who may become aware of your Personal Data in their quality of as Data Processors or subjects subordinatesto the authority of the Data Controller are indicated below and a specific list by category is provided:

The authorized person to process your Personal Data, in their capacity as Data Processors, persons in charge, or subjects subject to the authority of the Data Controller and adequately instructed by the same, for the pursuit of the purposes indicated in paragraph 3 above.

In any case, it is understood that your Personal Data may be disclosed or communicated to other third parties in compliance with a legal obligation, regulation or Community legislation, or on the basis of provisions issued by Authorities legitimated by law or by supervisory and control bodies.

5. Transfer of Data outside European Union

Your Personal Data will not be transferred to Companies or other entities outside the European Union.

6. Data retention

Your Personal Data, object of the processing for the purposes referred to in paragraph 3 above, will be stored in compliance with the principle of limitation of storage, until the completion of the purposes of the processing, and in any case for a period not exceeding 10 years.

The Data Controller will in any case be obliged and/or entitled to further store Personal Data, in whole or in part, for certain purposes, as expressly required by specific legal provisions or to assert or defend a right in court.

7. Data Subject's Rights

Pursuant to art. 13 of the Regulations, we inform you that you have the following rights regarding the processing of your Personal Data:

a) right to ask the Data Controller for access to your Personal Data, their correction or cancellation or the limitation of their processing or to oppose their processing, in the cases provided for by the Regulations;

b) right to the data portability pursuant to art. 20 of the Regulation;

c) right to lodge a complaint with the Guarantor for the protection of Personal Data, following the procedures and indications published on the official website of the Authority at the address www.garanteprivacy.it.

Any corrections, cancellations or limitations to the processing of your Personal Data carried out at your request - unless this proves impossible or involves a disproportionate effort - will be communicated by the Data Controller to each of the recipients to whom your Personal Data has been transmitted.

We inform you that you may exercise the above rights free of charge and without any formal restrictions by contacting the Data Controller at the addresses indicated in paragraph 1 of this Privacy Notice.

This is an English courtesy translation of the original legislation, but only the Italian version is authentic

Legislative Decree no. 58/1998

Article 126-bis

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

1. Shareholders, who individually or jointly account for 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 publishing news of the presentation. 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 resolved 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 it proposes 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

(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 specific voting instructions are provided for each resolution in which the representative is expected to 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:

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

4. b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;
5. 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);
6. d) is an employee or auditor of the company or of the persons indicated in paragraph a);
7. e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);
8. f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.

Società per Amministrazioni Fiduciarie SPAFID S.p.A. 16

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 (Appointed 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, 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.

4. The person appointed as representative shall 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.

5. 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.

Civil Code Art. 2393 (Directors liability action)

1. The liability action against the directors is started upon resolution of the meeting also when the company is in liquidation.

2. The resolution concerning the directors' liability can be adopted on the occasion of the discussion of the financial statements, although not indicated in the item of the agenda, when it concerns circumstances occurred in the same financial year.

3. The liability action can also be started upon resolution of the Supervisory Board adopted by two thirds of its members.

4. The action must be started within five years from the termination of office of the director.

5. The resolution concerning the directors' liability action implies the revocation from office of the directors against whom it is started, provided that it is approved by at least one fifth of the share capital. In this case the meeting provides for their replacement.

6. The company can waive the directors' liability action and can compromise, provided that the waiver and the settlement are expressly approved by the meeting and provided also that a minority of shareholders representing at least one fifth of the share capital does not vote against or, in case of issuers of financial instruments widely distributed among the public, at least one twentieth of the share capital or the different quantity provided for by the by-laws for the exercise of the directors' liability action pursuant to first and second paragraph of art. 2393-bis.

Decree Law no. 18 of 17 March 2020 (as converted with modification by Law 24th April 2020 no. 27 and as extended by effect of paragraph 6 of art. 3, D.L. 183/2020, as converted with modifications by Law 26th February 2021 no. 21)

Article 106 (Rules for the conduct of shareholders' meetings)

[…] 4. 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 Appointed representative designated pursuant to article 135-undecies of legislative decree no. 58 of 24 February 1998; the aforementioned Appointed 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.

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

2. The provisions of this Article shall apply to assemblies held within 31 July 2021.