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Ferretti Group M&A Activity 2026

Mar 26, 2026

6296_rns_2026-03-26_064c7e24-a39b-4546-9771-ccaeece459e9.pdf

M&A Activity

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ACCEPTANCE FORM NO.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Acceptance Form, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Acceptance Form.

ACCEPTANCE FORM

TO THE VOLUNTARY CONDITIONAL PARTIAL PUBLIC TENDER OFFER

pursuant to Articles 102 of the CFA, as subsequently amended and supplemented, and the HK Takeovers Code (the "Offer"),

promoted by Aziir a.s. (the "Offeror") for up to 52,132,861 ordinary shares of Ferretti S.p.A. (the "Issuer").

Dear Appointed Intermediary

The undersigned (name, surname or corporate name) ____ tax code/VAT number ___, born in ___ on ____ citizenship/nationality ___ resident/with registered office in ___ province ____ address ___ zip code _____, owner of ________ ordinary shares (the "Shares") (with ISIN code: IT0005383291) as amended and supplemented, without indication of nominal value, having regular enjoyment and being freely transferable, of which the legitimate and full ownership and availability is guaranteed, as well as the absence of encumbrances and restrictions of any kind and nature, whether real or personal.

Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning ascribed to them in the offer document dated 2 March 2026 issued by the Offeror for the purposes of the Offer, as amended and supplemented by the offer document supplement dated 26 March 2026 issued by the Offeror for the purposes of the Offer (together, the "Offer Document").

DECLARES

to have acknowledged all the conditions, terms, and procedures of the Offer, including the Revised Consideration to be paid for each Share tendered in the Offer, as set out in the Offer Document made available to the public at the registered office of the Offeror (Prague (Czech Republic), at Evropská 866/71, Vokovice, 160 00 Prague 6), and at the offices of the Intermediary Responsible for Coordinating the Collection of Acceptances and the Appointed Intermediaries as indicated in the Offer Document, and accessible on the Offeror's website (www.kkcg.com/maritime) and the Global Information Agent's website (ww.georgeson.com/it).

SUBSCRIBES

irrevocably and unconditionally to the Offer for ________ Shares which:

☐ are already deposited with you in securities account No. ____ held in the name of ______;

☐ will be deposited in the aforementioned account following stock exchange settlement;

☐ are being deposited with you concurrently with the signing of this Acceptance Form; and

☐ will be transferred/deposited with you in due time, by express mandate accepted at the bottom of this form, by the Depository Intermediary of the Shares tendered through this Acceptance Form.

AUTHORISES

the placement of the above-mentioned Shares into a transitional account held with you, restricted for the purposes of the Offer, if required.

CONSENTS

as of now to the transfer to the Offeror of the Shares placed in the aforementioned transitional account, granting you an irrevocable mandate to carry out, or have carried out by any other person, in the name and on behalf of the undersigned, all formalities necessary for the transfer of the Shares to the Offeror (including, in the case of relevant Shareholders in Hong Kong, (a) to make and execute a contract note as required by section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) in the name and on behalf of the undersigned as the seller of the Shares placed in the aforementioned transitional account and (b) to cause the same to be stamped and an endorsement to be made on this Acceptance Form in accordance with the provisions of that ordinance). All of the above in exchange for payment of the Revised Consideration on the Payment Date.

DECLARES

to hereby accept the cancellation of the acceptance should any irregularities be found in the data contained in this Acceptance Form following the checks and controls carried out after the delivery of the Shares covered by this Acceptance Form.

ACKNOWLEDGES

  1. that its acceptance of the Offer and the instructions, authorities and undertakings given by it under this Acceptance Form are irrevocable, except as provided by applicable laws and regulations;

  2. that the Offer will be completed only upon the fulfilment of the Conditions, or following the waiver thereof by the Offeror, as illustrated and described in Section A, Paragraph A.2 of the Original Offer Document. Subject to Note 2 to Rule 30.1 of the HK Takeovers Code, if even one of the Conditions is not satisfied and (if capable of being waived) the Offeror does not exercise its right to waive it, the Offer will not be completed and any Shares tendered in acceptance of the Offer will be returned to the Adherents by the Trading Day following the date on which the non-fulfilment of the Conditions and, thus, the ineffectiveness of the Offer is announced;

  3. that the Acceptance Period began at 8:30 a.m. (CET) (3:30 p.m. (HKT)) on 16 March 2026 and will end at 5:30 p.m. (CET) (11:30 p.m. (HKT)) on 13 April 2026, inclusive, subject to any extensions of the Offer that may occur pursuant to applicable laws and regulations and with the consent of the Executive, as provided in Section F, Paragraph F.1.1 of the Original Offer Document;

  4. that, for each Share tendered in acceptance of the Offer and taken up by the Offeror, the Offeror will pay the Adherents a Revised Consideration of Euro 3.90 (three/90) (cum dividend), as further described in Section E, Paragraph E.1 of the Original Offer Document (as amended and supplemented as further described in Section A of the Offer Document Supplement);

  5. that, if the aggregate number of Shares tendered in acceptance of the Offer during the Acceptance Period exceeds 52,132,861 Shares, namely the Maximum Number, the Offeror will purchase from all Shareholders which have tendered their Shares during the Acceptance Period the same proportion of the Shares they have tendered after application of the Allocation Ratio, rounded down to the nearest whole number, in accordance with the procedures and terms set out in Section A, Paragraph A.3, and Section I of the Original Offer Document;

  6. that, as indicated in the Offer Document (in particular, Section F, Paragraphs F.5 and F.6 of the Original Offer Document), payment of the Revised Consideration, subject to any extensions or amendments to the Offer disclosed in accordance with applicable laws and regulations, will be made on the earlier of the fifth Trading Day and the seventh HK Business Day following the Closing Date (i.e., 20 April 2026) (as defined and further specified in the Offer Document). Such payment is subject to the completion of the formalities necessary to transfer the Shares to the Offeror;

  7. that the Revised Consideration is net of the Offeror's share of any stamp duties, commissions and fees, which remain the responsibility of the Offeror. The substitute tax on capital gains, where due, will be borne by the Adherents to the Offer. For relevant Shareholders in Hong Kong who accept the Offer, the seller's ad valorem stamp duty (rounded up to the nearest HKD1.00) arising in connection with the acceptance of the Offer amounting to 0.1% of the amount payable in respect of relevant acceptances by the Shareholders, or (if higher) the market value of the Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), will be deducted from the cash amount payable to the relevant Shareholders who accept the Offer;

  8. that acceptance may also be submitted through a Depository Intermediary, which must forward the acceptance to an Appointed Intermediary;

  9. that the risk that the Depositary Intermediaries do not deliver this Acceptance Form and, where applicable, do not deposit the Shares tendered in acceptance of the Offer with the Appointed Intermediaries by the Closing Date, as well as the risk that the Appointed Intermediaries or the Depositary Intermediaries fail to transfer the Revised Consideration to the entitled parties, or delay such transfer, shall be borne exclusively by the Adherents;

  10. that for the period between the acceptance date and the Payment Date, the Adherents will retain ownership of the Shares and may exercise the related economic and corporate rights;

  11. that if the number of Shares specified to be tendered in acceptance of the Offer under this Acceptance Form exceeds its registered holding of Shares, or if no number of Shares is specified, this Acceptance Form will be erroneous and will not be accepted.

AUTHORISES

the Appointed Intermediary/Depository Intermediary to settle or arrange for the settlement by means of:

☐ crediting current account no. ____, IBAN ___ held with ___ in the name of ____, the amount of Euro ___, representing the Revised Consideration for ___ Shares tendered in the Offer at Euro 3.90 (three/90) each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty);

or, alternatively

☐ non-transferable cashier's check made payable to ____ for an amount of Euro ___, representing the Revised Consideration for _____ Shares tendered in the Offer at Euro 3.90 (three/90) each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty).

DECLARES

a) to be aware that (i) the Offer is addressed, on equal terms, to all holders of the Shares and is made exclusively in Italy and Hong Kong; (ii) the Offer is extended to the United States of America and is subject to the disclosure obligations and procedural requirements provided for under Italian and Hong Kong law, which may differ substantially from those applicable under U.S. laws and practices governing tender offers; and (iii) the promotion of the Offer to persons who are not residents of Hong Kong or Italy may be affected by the regulations applicable in their respective jurisdictions. If the transmission of the Offer Document to any Shareholder who is not resident in Italy or Hong Kong is prohibited under the applicable regulations, or may only be carried out upon compliance with conditions or requirements that are excessively burdensome or onerous, then – in compliance with applicable requirements – the documentation relating to the Offer may not be transmitted to such Shareholders;

Sheet No. 1 – Copy for the Intermediary Responsible for Coordinating the Collection of Acceptances


ACCEPTANCE FORM NO.

b) any acceptance of the Offer by the undersigned will be deemed to constitute a representation and warranty from the undersigned to the Offeror that (i) all local laws and requirements in connection with such acceptance have been complied with; (ii) the Offer can be accepted by the undersigned under the laws and regulations of the relevant jurisdiction and such acceptance shall be valid and binding in accordance with all applicable laws and regulations; and (iii) that the Shares sold to the Offeror under the Offer are fully paid, free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights and benefits at any time accruing and attaching thereto, including all rights to any dividend or other distributions the record date of which falls on or after the Payment Date;

c) to not have received and/or sent copies or originals of this Acceptance Form, the Offer Document and/or any document relating to the Offer in violation of the provisions set out in letter (a) above and in the Offer Document; and

d) to be located outside the countries in which the Offer is not permitted without authorization from the competent authorities at the time this Acceptance Form is delivered or signed.

If you are in any doubt as to any aspect of this Acceptance Form or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your Shares, you should at once hand this Acceptance Form and the accompanying Offer Document to the purchaser(s) or transferee(s), licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Pursuant to Article 13 of Regulation (EU) 2016/679 on the General Data Protection Regulation (the "GDPR") and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) ("PDPO"), as applicable, Adherents are hereby informed that the personal data provided in this Acceptance Form will be processed, including through the use of IT and electronic procedures, for purposes directly related and instrumental to the Offer (collection of acceptances, verification of their validity, and allocation). The personal data will be processed, as independent data controllers, each for the purposes related and instrumental to their role in the transaction, by the Appointed Intermediaries, the Intermediary Responsible for Coordinating the Collection of Acceptances, the Offeror, the Depository Intermediaries, and the companies designated by them that perform functional or support activities necessary for the transaction. The aforementioned purposes constitute the legal basis legitimizing the related processing. The provision of personal data is necessary to execute this request and, therefore, failure to provide such data, even partially, will result in the inadmissibility of the request.

Regarding the aforementioned processing, the data subject may exercise all rights expressly granted by the GDPR and the PDPO, as applicable.

___, on ____

The Adherent or its representative

Stamp and signature of the Appointed Intermediary

The Depository Intermediary with whom this Acceptance Form has been deposited declares, upon presentation by the Adherent (or its representative) and under its own responsibility:

a) to be the depository of the above-mentioned Shares subject to this Acceptance Form;

b) to carry out the formalities necessary for the transfer of the Shares referred to into this Acceptance Form to the Appointed Intermediary exclusively through Euronext Securities Milan (Monte Titoli S.p.A.), no later than the end of the Acceptance Period.

Stamp and signature of the Depositary Intermediary

Sheet No. 1 – Copy for the Intermediary Responsible for Coordinating the Collection of Acceptances


ACCEPTANCE FORM NO.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Acceptance Form, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Acceptance Form.

ACCEPTANCE FORM

TO THE VOLUNTARY CONDITIONAL PARTIAL PUBLIC TENDER OFFER

pursuant to Articles 102 of the CFA, as subsequently amended and supplemented, and the HK Takeovers Code (the "Offer"),

promoted by Aziir a.s. (the "Offeror") for up to 52,132,861 ordinary shares of Ferretti S.p.A. (the "Issuer").

Dear Appointed Intermediary

The undersigned (name, surname or corporate name) ____ tax code/VAT number ___, born in ___ on ____ citizenship/nationality ___ resident/with registered office in ___ province ____ address ___ zip code _____, owner of ________ ordinary shares (the "Shares") (with ISIN code: IT0005383291), without indication of nominal value, having regular enjoyment and being freely transferable, of which the legitimate and full ownership and availability is guaranteed, as well as the absence of encumbrances and restrictions of any kind and nature, whether real or personal.

Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning ascribed to them in the offer document dated 2 March 2026 issued by the Offeror for the purposes of the Offer, as amended and supplemented by the offer document supplement dated 26 March 2026 issued by the Offeror for the purposes of the Offer (together, the "Offer Document").

DECLARES

to have acknowledged all the conditions, terms, and procedures of the Offer, including the Revised Consideration to be paid for each Share tendered in the Offer, as set out in the Offer Document made available to the public at the registered office of the Offeror (Prague (Czech Republic), at Evropská 866/71, Vokovice, 160 00 Prague 6), and at the offices of the Intermediary Responsible for Coordinating the Collection of Acceptances and the Appointed Intermediaries as indicated in the Offer Document, and accessible on the Offeror's website (www.kkcg.com/maritime) and the Global Information Agent's website (ww.georgeson.com/it).

SUBSCRIBES

irrevocably and unconditionally to the Offer for ________ Shares which:

☐ are already deposited with you in securities account No. ____ held in the name of ______;

☐ will be deposited in the aforementioned account following stock exchange settlement;

☐ are being deposited with you concurrently with the signing of this Acceptance Form; and

☐ will be transferred/deposited with you in due time, by express mandate accepted at the bottom of this form, by the Depository Intermediary of the Shares tendered through this Acceptance Form.

AUTHORISES

the placement of the above-mentioned Shares into a transitional account held with you, restricted for the purposes of the Offer, if required.

CONSENTS

as of now to the transfer to the Offeror of the Shares placed in the aforementioned transitional account, granting you an irrevocable mandate to carry out, or have carried out by any other person, in the name and on behalf of the undersigned, all formalities necessary for the transfer of the Shares to the Offeror (including, in the case of relevant Shareholders in Hong Kong, (a) to make and execute a contract note as required by section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) in the name and on behalf of the undersigned as the seller of the Shares placed in the aforementioned transitional account and (b) to cause the same to be stamped and an endorsement to be made on this Acceptance Form in accordance with the provisions of that ordinance). All of the above in exchange for payment of the Revised Consideration on the Payment Date.

DECLARES

to hereby accept the cancellation of the acceptance should any irregularities be found in the data contained in this Acceptance Form following the checks and controls carried out after the delivery of the Shares covered by this Acceptance Form.

ACKNOWLEDGES

  1. that its acceptance of the Offer and the instructions, authorities and undertakings given by it under this Acceptance Form are irrevocable, except as provided by applicable laws and regulations;

  2. that the Offer will be completed only upon the fulfilment of the Conditions, or following the waiver thereof by the Offeror, as illustrated and described in Section A, Paragraph A.2 of the Original Offer Document. Subject to Note 2 to Rule 50.1 of the HK Takeovers Code, if even one of the Conditions is not satisfied and (if capable of being waived) the Offeror does not exercise its right to waive it, the Offer will not be completed and any Shares tendered in acceptance of the Offer will be returned to the Adherents by the Trading Day following the date on which the non-fulfilment of the Conditions and, thus, the ineffectiveness of the Offer is announced;

  3. that the Acceptance Period began at 8:30 a.m. (CET) (3:30 p.m. (HKT)) on 16 March 2026 and will end at 5:30 p.m. (CET) (11:30 p.m. (HKT)) on 13 April 2026, inclusive, subject to any extensions of the Offer that may occur pursuant to applicable laws and regulations and with the consent of the Executive, as provided in Section F, Paragraph F.1.1 of the Original Offer Document;

  4. that, for each Share tendered in acceptance of the Offer and taken up by the Offeror, the Offeror will pay the Adherents a Revised Consideration of Euro 3.90 (three/90) (cum dividend), as further described in Section E, Paragraph E.1 of the Original Offer Document (as amended and supplemented as further described in Section A of the Offer Document Supplement);

  5. that, if the aggregate number of Shares tendered in acceptance of the Offer during the Acceptance Period exceeds 52,132,861 Shares, namely the Maximum Number, the Offeror will purchase from all Shareholders which have tendered their Shares during the Acceptance Period the same proportion of the Shares they have tendered after application of the Allocation Ratio, rounded down to the nearest whole number, in accordance with the procedures and terms set out in Section A, Paragraph A.3, and Section J of the Original Offer Document;

  6. that, as indicated in the Offer Document (in particular, Section F, Paragraphs F.5 and F.6 of the Original Offer Document), payment of the Revised Consideration, subject to any extensions or amendments to the Offer disclosed in accordance with applicable laws and regulations, will be made on the earlier of the fifth Trading Day and the seventh HK Business Day following the Closing Date (i.e., 20 April 2026) (as defined and further specified in the Offer Document). Such payment is subject to the completion of the formalities necessary to transfer the Shares to the Offeror;

  7. that the Revised Consideration is net of the Offeror's share of any stamp duties, commissions and fees, which remain the responsibility of the Offeror. The substitute tax on capital gains, where due, will be borne by the Adherents to the Offer. For relevant Shareholders in Hong Kong who accept the Offer, the seller's ad valorem stamp duty (rounded up to the nearest HK01.00) arising in connection with the acceptance of the Offer amounting to 0.1% of the amount payable in respect of relevant acceptances by the Shareholders, or (if higher) the market value of the Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), will be deducted from the cash amount payable to the relevant Shareholders who accept the Offer;

  8. that acceptance may also be submitted through a Depository Intermediary, which must forward the acceptance to an Appointed Intermediary;

  9. that the risk that the Depositary Intermediaries do not deliver this Acceptance Form and, where applicable, do not deposit the Shares tendered in acceptance of the Offer with the Appointed Intermediaries by the Closing Date, as well as the risk that the Appointed Intermediaries or the Depositary Intermediaries fail to transfer the Revised Consideration to the entitled parties, or delay such transfer, shall be borne exclusively by the Adherents;

  10. that for the period between the acceptance date and the Payment Date, the Adherents will retain ownership of the Shares and may exercise the related economic and corporate rights;

  11. that if the number of Shares specified to be tendered in acceptance of the Offer under this Acceptance Form exceeds its registered holding of Shares, or if no number of Shares is specified, this Acceptance Form will be erroneous and will not be accepted.

AUTHORISES

the Appointed Intermediary/Depository Intermediary to settle or arrange for the settlement by means of:

☐ crediting current account no. ____, IBAN ___, held with ___ in the name of ____, the amount of Euro ___, representing the Revised Consideration for ___ Shares tendered in the Offer at Euro 3.90 (three/90) each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty);

or, alternatively

☐ non-transferable cashier's check made payable to ____ for an amount of Euro ___, representing the Revised Consideration for _____ Shares tendered in the Offer at Euro 3.90 (three/90) each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty).

DECLARES

a) to be aware that (i) the Offer is addressed, on equal terms, to all holders of the Shares and is made exclusively in Italy and Hong Kong; (ii) the Offer is extended to the United States of America and is subject to the disclosure obligations and procedural requirements provided for under Italian and Hong Kong law, which may differ substantially from those applicable under U.S. laws and practices governing tender offers; and (iii) the promotion of the Offer to persons who are not residents of Hong Kong or Italy may be affected by the regulations applicable in their respective jurisdictions. If the transmission of the Offer Document to any Shareholder who is not resident in Italy or Hong Kong is prohibited under the applicable regulations, or may only be carried out upon compliance with conditions or requirements that are excessively burdensome or onerous, then – in compliance with applicable requirements – the documentation relating to the Offer may not be transmitted to such Shareholders

Sheet No. 2 - Copy for the Appointed Intermediary


ACCEPTANCE FORM NO.

b) any acceptance of the Offer by the undersigned will be deemed to constitute a representation and warranty from the undersigned to the Offeror that (i) all local laws and requirements in connection with such acceptance have been complied with; (ii) the Offer can be accepted by the undersigned under the laws and regulations of the relevant jurisdiction and such acceptance shall be valid and binding in accordance with all applicable laws and regulations; and (iii) that the Shares sold to the Offeror under the Offer are fully paid, free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights and benefits at any time accruing and attaching thereto, including all rights to any dividend or other distributions the record date of which falls on or after the Payment Date;

c) to not have received and/or sent copies or originals of this Acceptance Form, the Offer Document and/or any document relating to the Offer in violation of the provisions set out in letter (a) above and in the Offer Document; and

d) to be located outside the countries in which the Offer is not permitted without authorization from the competent authorities at the time this Acceptance Form is delivered or signed.

If you are in any doubt as to any aspect of this Acceptance Form or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your Shares, you should at once hand this Acceptance Form and the accompanying Offer Document to the purchaser(s) or transferee(s), licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Pursuant to Article 13 of Regulation (EU) 2016/679 on the General Data Protection Regulation (the "GDPR") and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) ("PDPO"), as applicable, Adherents are hereby informed that the personal data provided in this Acceptance Form will be processed, including through the use of IT and electronic procedures, for purposes directly related and instrumental to the Offer (collection of acceptances, verification of their validity, and allocation). The personal data will be processed, as independent data controllers, each for the purposes related and instrumental to their role in the transaction, by the Appointed Intermediaries, the Intermediary Responsible for Coordinating the Collection of Acceptances, the Offeror, the Depository Intermediaries, and the companies designated by them that perform functional or support activities necessary for the transaction. The aforementioned purposes constitute the legal basis legitimizing the related processing. The provision of personal data is necessary to execute this request and, therefore, failure to provide such data, even partially, will result in the inadmissibility of the request.

Regarding the aforementioned processing, the data subject may exercise all rights expressly granted by the GDPR and the PDPO, as applicable.

___, on ____

The Adherent or its representative

Stamp and signature of the Appointed Intermediary

The Depository Intermediary with whom this Acceptance Form has been deposited declares, upon presentation by the Adherent (or its representative) and under its own responsibility:

a) to be the depository of the above-mentioned Shares subject to this Acceptance Form;

b) to carry out the formalities necessary for the transfer of the Shares referred to into this Acceptance Form to the Appointed Intermediary exclusively through Euronext Securities Milan (Monte Titoli S.p.A.), no later than the end of the Acceptance Period.

Stamp and signature of the Depositary Intermediary

Sheet No. 2 – Copy for the Appointed Intermediary


ACCEPTANCE FORM NO.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Acceptance Form, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Acceptance Form.

ACCEPTANCE FORM

TO THE VOLUNTARY CONDITIONAL PARTIAL PUBLIC TENDER OFFER

pursuant to Articles 102 of the CFA, as subsequently amended and supplemented, and the HK Takeovers Code (the "Offer"),

promoted by Aziir a.s. (the "Offeror") for up to 52,132,861 ordinary shares of Ferretti S.p.A. (the "Issuer").

Dear Appointed Intermediary

The undersigned (name, surname or corporate name) ____ tax code/VAT number ___, born in ___ on ____ citizenship/nationality ___ resident/with registered office in ___ province ____ address ___ zip code _____, owner of ________ ordinary shares (the "Shares") (with ISIN code: IT0005383291), without indication of nominal value, having regular enjoyment and being freely transferable, of which the legitimate and full ownership and availability is guaranteed, as well as the absence or incumbrances and restrictions of any kind and nature, whether real or personal.

Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning ascribed to them in the offer document dated 2 March 2026 issued by the Offeror for the purposes of the Offer, as amended and supplemented by the offer document supplement dated 26 March 2026 issued by the Offeror for the purposes of the Offer (the "Offer Document").

DECLARES

to have acknowledged all the conditions, terms, and procedures of the Offer, including the Revised Consideration to be paid for each Share tendered in the Offer, as set out in the Offer Document made available to the public at the registered office of the Offeror (Prague (Czech Republic), at Evropská 866/71, Vokovice, 160 00 Prague 6), and at the offices of the Intermediary Responsible for Coordinating the Collection of Acceptances and the Appointed Intermediaries as indicated in the Offer Document, and accessible on the Offeror's website (www.kkcg.com/maritime) and the Global Information Agent's website (ww.georgeson.com/it).

SUBSCRIBES

irrevocably and unconditionally to the Offer for ________ Shares which:

☐ are already deposited with you in securities account No. ____ held in the name of ______;

☐ will be deposited in the aforementioned account following stock exchange settlement;

☐ are being deposited with you concurrently with the signing of this Acceptance Form; and

☐ will be transferred/deposited with you in due time, by express mandate accepted at the bottom of this form, by the Depository Intermediary of the Shares tendered through this Acceptance Form.

AUTHORISES

the placement of the above-mentioned Shares into a transitional account held with you, restricted for the purposes of the Offer, if required.

CONSENTS

as of now to the transfer to the Offeror of the Shares placed in the aforementioned transitional account, granting you an irrevocable mandate to carry out, or have carried out by any other person, in the name and on behalf of the undersigned, all formalities necessary for the transfer of the Shares to the Offeror (including, in the case of relevant Shareholders in Hong Kong, (a) to make and execute a contract note as required by section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) in the name and on behalf of the undersigned as the seller of the Shares placed in the aforementioned transitional account and (b) to cause the same to be stamped and an endorsement to be made on this Acceptance Form in accordance with the provisions of that ordinance). All of the above in exchange for payment of the Revised Consideration on the Payment Date.

DECLARES

to hereby accept the cancellation of the acceptance should any irregularities be found in the data contained in this Acceptance Form following the checks and controls carried out after the delivery of the Shares covered by this Acceptance Form.

ACKNOWLEDGES

  1. that its acceptance of the Offer and the instructions, authorities and undertakings given by it under this Acceptance Form are irrevocable, except as provided by applicable laws and regulations;

  2. that the Offer will be completed only upon the fulfilment of the Conditions, or following the waiver thereof by the Offeror, as illustrated and described in Section A, Paragraph A.2 of the Original Offer Document. Subject to Note 2 to Rule 50.1 of the HK Takeovers Code, if even one of the Conditions is not satisfied and (if capable of being waived) the Offeror does not exercise its right to waive it, the Offer will not be completed and any Shares tendered in acceptance of the Offer will be returned to the Adherents by the Trading Day following the date on which the non-fulfilment of the Conditions and, thus, the ineffectiveness of the Offer is announced;

  3. that the Acceptance Period began at 8:30 a.m. (CET) (3:30 p.m. (HKT)) on 16 March 2026 and will end at 5:30 p.m. (CET) (11:30 p.m. (HKT)) on 13 April 2026, inclusive, subject to any extensions of the Offer that may occur pursuant to applicable laws and regulations and with the consent of the Executive, as provided in Section F, Paragraph F.1.1 of the Original Offer Document;

  4. that, for each Share tendered in acceptance of the Offer and taken up by the Offeror, the Offeror will pay the Adherents a Revised Consideration of Euro 3.90 (three/90) (cum dividend), as further described in Section E, Paragraph E.1 of the Original Offer Document (as amended and supplemented as further described in Section A of the Offer Document Supplement);

  5. that, if the aggregate number of Shares tendered in acceptance of the Offer during the Acceptance Period exceeds 52,132,861 Shares, namely the Maximum Number, the Offeror will purchase from all Shareholders which have tendered their Shares during the Acceptance Period the same proportion of the Shares they have tendered after application of the Allocation Ratio, rounded down to the nearest whole number, in accordance with the procedures and terms set out in Section A, Paragraph A.3, and Section J of the Original Offer Document;

  6. that, as indicated in the Offer Document (in particular, Section F, Paragraphs F.5 and F.6 of the Original Offer Document), payment of the Revised Consideration, subject to any extensions or amendments to the Offer disclosed in accordance with applicable laws and regulations, will be made on the earlier of the fifth Trading Day and the seventh HK Business Day following the Closing Date (i.e., 20 April 2026) (as defined and further specified in the Offer Document). Such payment is subject to the completion of the formalities necessary to transfer the Shares to the Offeror;

  7. that the Revised Consideration is net of the Offeror's share of any stamp duties, commissions and fees, which remain the responsibility of the Offeror. The substitute tax on capital gains, where due, will be borne by the Adherents to the Offer. For relevant Shareholders in Hong Kong who accept the Offer, the seller's ad valorem stamp duty (rounded up to the nearest HK01.00) arising in connection with the acceptance of the Offer amounting to 0.1% of the amount payable in respect of relevant acceptances by the Shareholders, or (if higher) the market value of the Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), will be deducted from the cash amount payable to the relevant Shareholders who accept the Offer;

  8. that acceptance may also be submitted through a Depository Intermediary, which must forward the acceptance to an Appointed Intermediary;

  9. that the risk that the Depositary Intermediaries do not deliver this Acceptance Form and, where applicable, do not deposit the Shares tendered in acceptance of the Offer with the Appointed Intermediaries by the Closing Date, as well as the risk that the Appointed Intermediaries or the Depositary Intermediaries fail to transfer the Revised Consideration to the entitled parties, or delay such transfer, shall be borne exclusively by the Adherents;

  10. that for the period between the acceptance date and the Payment Date, the Adherents will retain ownership of the Shares and may exercise the related economic and corporate rights;

  11. that if the number of Shares specified to be tendered in acceptance of the Offer under this Acceptance Form exceeds its registered holding of Shares, or if no number of Shares is specified, this Acceptance Form will be erroneous and will not be accepted.

AUTHORISES

the Appointed Intermediary/Depository Intermediary to settle or arrange for the settlement by means of:

☐ crediting current account no. ____, IBAN ___, held with ___ in the name of ____, the amount of Euro ___, representing the Revised Consideration for ___ Shares tendered in the Offer at Euro 3.90 (three/90) each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty);

or, alternatively

☐ non-transferable cashier's check made payable to ____ for an amount of Euro ___, representing the Revised Consideration for _____ Shares tendered in the Offer at Euro 3.90 (three/90) each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty).

DECLARES

a) to be aware that (i) the Offer is addressed, on equal terms, to all holders of the Shares and is made exclusively in Italy and Hong Kong; (ii) the Offer is extended to the United States of America and is subject to the disclosure obligations and procedural requirements provided for under Italian and Hong Kong law, which may differ substantially from those applicable under U.S. laws and practices governing tender offers; and (iii) the promotion of the Offer to persons who are not residents of Hong Kong or Italy may be affected by the regulations applicable in their respective jurisdictions. If the transmission of the Offer Document to any Shareholder who is not resident in Italy or Hong Kong is prohibited under the applicable regulations, or may only be carried out upon compliance with conditions or requirements that are excessively burdensome or onerous, then – in compliance with applicable requirements – the documentation relating to the Offer may not be transmitted to such Shareholders

Sheet No. 3 – Copy for the Depositary Intermediary


ACCEPTANCE FORM NO.

b) any acceptance of the Offer by the undersigned will be deemed to constitute a representation and warranty from the undersigned to the Offeror that (i) all local laws and requirements in connection with such acceptance have been complied with; (ii) the Offer can be accepted by the undersigned under the laws and regulations of the relevant jurisdiction and such acceptance shall be valid and binding in accordance with all applicable laws and regulations; and (iii) that the Shares sold to the Offeror under the Offer are fully paid, free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights and benefits at any time accruing and attaching thereto, including all rights to any dividend or other distributions the record date of which falls on or after the Payment Date;

c) to not have received and/or sent copies or originals of this Acceptance Form, the Offer Document and/or any document relating to the Offer in violation of the provisions set out in letter (a) above and in the Offer Document; and

d) to be located outside the countries in which the Offer is not permitted without authorization from the competent authorities at the time this Acceptance Form is delivered or signed.

If you are in any doubt as to any aspect of this Acceptance Form or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your Shares, you should at once hand this Acceptance Form and the accompanying Offer Document to the purchaser(s) or transferee(s), licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Pursuant to Article 13 of Regulation (EU) 2016/679 on the General Data Protection Regulation (the "GDPR") and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) ("PDPO"), as applicable, Adherents are hereby informed that the personal data provided in this Acceptance Form will be processed, including through the use of IT and electronic procedures, for purposes directly related and instrumental to the Offer (collection of acceptances, verification of their validity, and allocation). The personal data will be processed, as independent data controllers, each for the purposes related and instrumental to their role in the transaction, by the Appointed Intermediaries, the Intermediary Responsible for Coordinating the Collection of Acceptances, the Offeror, the Depository Intermediaries, and the companies designated by them that perform functional or support activities necessary for the transaction. The aforementioned purposes constitute the legal basis legitimizing the related processing. The provision of personal data is necessary to execute this request and, therefore, failure to provide such data, even partially, will result in the inadmissibility of the request.

Regarding the aforementioned processing, the data subject may exercise all rights expressly granted by the GDPR and the PDPO, as applicable.

___, on ____

The Adherent or its representative

Stamp and signature of the Appointed Intermediary

The Depository Intermediary with whom this Acceptance Form has been deposited declares, upon presentation by the Adherent (or its representative) and under its own responsibility:

a) to be the depository of the above-mentioned Shares subject to this Acceptance Form;

b) to carry out the formalities necessary for the transfer of the Shares referred to into this Acceptance Form to the Appointed Intermediary exclusively through Euronext Securities Milan (Monte Titoli S.p.A.), no later than the end of the Acceptance Period.

Stamp and signature of the Depositary Intermediary

Sheet No. 3 – Copy for the Depositary Intermediary


ACCEPTANCE FORM NO.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Acceptance Form, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Acceptance Form.

ACCEPTANCE FORM

TO THE VOLUNTARY CONDITIONAL PARTIAL PUBLIC TENDER OFFER

pursuant to Articles 102 of the CFA, as subsequently amended and supplemented, and the HK Takeovers Code (the "Offer"),

promoted by Aziir a.s. (the "Offeror") for up to 52,132,861 ordinary shares of Ferretti S.p.A. (the "Issuer").

Dear Appointed Intermediary

The undersigned (name, surname or corporate name) ____ tax code/VAT number ___, born in ___ on ____ citizenship/nationality ___ resident/with registered office in ___ province ____ address ___ zip code _____, owner of ________ ordinary shares (the "Shares") (with IS/N code: IT0005383291), without indication of nominal value, having regular enjoyment and being freely transferable, of which the legitimate and full ownership and availability is guaranteed, as well as the absence of encumbrances and restrictions of any kind and nature, whether real or personal.

Capitalized terms not otherwise defined in this Acceptance Form shall have the same meaning ascribed to them in the offer document dated 2 March 2026 issued by the Offeror for the purposes of the Offer, as amended and supplemented by the offer document supplement dated 26 March 2026 issued by the Offeror for the purposes of the Offer (the "Offer Document").

DECLARES

to have acknowledged all the conditions, terms, and procedures of the Offer, including the Revised Consideration to be paid for each Share tendered in the Offer, as set out in the Offer Document made available to the public at the registered office of the Offeror (Prague (Czech Republic), at Evropská 866/71, Vokovice, 160 00 Prague 6), and at the offices of the Intermediary Responsible for Coordinating the Collection of Acceptances and the Appointed Intermediaries as indicated in the Offer Document, and accessible on the Offeror's website (www.kkcg.com/maritime) and the Global Information Agent's website (ww.georgeson.com/it).

SUBSCRIBES

irrevocably and unconditionally to the Offer for ________ Shares which:

☐ are already deposited with you in securities account No. ____ held in the name of ______;

☐ will be deposited in the aforementioned account following stock exchange settlement;

☐ are being deposited with you concurrently with the signing of this Acceptance Form; and

☐ will be transferred/deposited with you in due time, by express mandate accepted at the bottom of this form, by the Depository Intermediary of the Shares tendered through this Acceptance Form.

AUTHORISES

the placement of the above-mentioned Shares into a transitional account held with you, restricted for the purposes of the Offer, if required.

CONSENTS

as of now to the transfer to the Offeror of the Shares placed in the aforementioned transitional account, granting you an irrevocable mandate to carry out, or have carried out by any other person, in the name and on behalf of the undersigned, all formalities necessary for the transfer of the Shares to the Offeror (including, in the case of relevant Shareholders in Hong Kong, (a) to make and execute a contract note as required by section 19(1) of the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) in the name and on behalf of the undersigned as the seller of the Shares placed in the aforementioned transitional account and (b) to cause the same to be stamped and an endorsement to be made on this Acceptance Form in accordance with the provisions of that ordinance). All of the above in exchange for payment of the Revised Consideration on the Payment Date.

DECLARES

to hereby accept the cancellation of the acceptance should any irregularities be found in the data contained in this Acceptance Form following the checks and controls carried out after the delivery of the Shares covered by this Acceptance Form.

ACKNOWLEDGES

  1. that its acceptance of the Offer and the instructions, authorities and undertakings given by it under this Acceptance Form are irrevocable, except as provided by applicable laws and regulations;

  2. that the Offer will be completed only upon the fulfilment of the Conditions, or following the waiver thereof by the Offeror, as illustrated and described in Section A, Paragraph A.2 of the Original Offer Document. Subject to Note 2 to Rule 50.1 of the HK Takeovers Code, if even one of the Conditions is not satisfied and (if capable of being waived) the Offeror does not exercise its right to waive it, the Offer will not be completed and any Shares tendered in acceptance of the Offer will be returned to the Adherents by the Trading Day following the date on which the non-fulfilment of the Conditions and, thus, the ineffectiveness of the Offer is announced;

  3. that the Acceptance Period began at 8:30 a.m. (CET) (3:30 p.m. (HKT)) on 16 March 2026 and will end at 5:30 p.m. (CET) (11:30 p.m. (HKT)) on 13 April 2026, inclusive, subject to any extensions of the Offer that may occur pursuant to applicable laws and regulations and with the consent of the Executive, as provided in Section F, Paragraph F.1.1 of the Original Offer Document;

  4. that, for each Share tendered in acceptance of the Offer and taken up by the Offeror, the Offeror will pay the Adherents a Revised Consideration of Euro 3.90 (three/90) (cum dividend), as further described in Section E, Paragraph E.1 of the Original Offer Document (as amended and supplemented as further described in Section A of the Offer Document Supplement);

  5. that, if the aggregate number of Shares tendered in acceptance of the Offer during the Acceptance Period exceeds 52,132,861 Shares, namely the Maximum Number, the Offeror will purchase from all Shareholders which have tendered their Shares during the Acceptance Period the same proportion of the Shares they have tendered after application of the Allocation Ratio, rounded down to the nearest whole number, in accordance with the procedures and terms set out in Section A, Paragraph A.3, and Section J of the Original Offer Document;

  6. that, as indicated in the Offer Document (in particular, Section F, Paragraphs F.5 and F.6 of the Original Offer Document), payment of the Revised Consideration, subject to any extensions or amendments to the Offer disclosed in accordance with applicable laws and regulations, will be made on the earlier of the fifth Trading Day and the seventh HK Business Day following the Closing Date (i.e., 20 April 2026) (as defined and further specified in the Offer Document). Such payment is subject to the completion of the formalities necessary to transfer the Shares to the Offeror;

  7. that the Revised Consideration is net of the Offeror's share of any stamp duties, commissions and fees, which remain the responsibility of the Offeror. The substitute tax on capital gains, where due, will be borne by the Adherents to the Offer. For relevant Shareholders in Hong Kong who accept the Offer, the seller's ad valorem stamp duty (rounded up to the nearest HK01.00) arising in connection with the acceptance of the Offer amounting to 0.1% of the amount payable in respect of relevant acceptances by the Shareholders, or (if higher) the market value of the Shares as determined by the Collector of Stamp Revenue under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), will be deducted from the cash amount payable to the relevant Shareholders who accept the Offer;

  8. that acceptance may also be submitted through a Depository Intermediary, which must forward the acceptance to an Appointed Intermediary;

  9. that the risk that the Depositary Intermediaries do not deliver this Acceptance Form and, where applicable, do not deposit the Shares tendered in acceptance of the Offer with the Appointed Intermediaries by the Closing Date, as well as the risk that the Appointed Intermediaries or the Depositary Intermediaries fail to transfer the Revised Consideration to the entitled parties, or delay such transfer, shall be borne exclusively by the Adherents;

  10. that for the period between the acceptance date and the Payment Date, the Adherents will retain ownership of the Shares and may exercise the related economic and corporate rights;

  11. that if the number of Shares specified to be tendered in acceptance of the Offer under this Acceptance Form exceeds its registered holding of Shares, or if no number of Shares is specified, this Acceptance Form will be erroneous and will not be accepted.

AUTHORISES

the Appointed Intermediary/Depository Intermediary to settle or arrange for the settlement by means of:

☐ crediting current account no. ____, IBAN ___, held with ___ in the name of ____, the amount of Euro ___, representing the Revised Consideration for ___ Shares tendered in the Offer at Euro 3.90 (three/90) (each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty);

or, alternatively

☐ non-transferable cashier's check made payable to ____ for an amount of Euro ___, representing the Consideration for _____ Shares tendered in the Offer at Euro 3.90 (three/90) each (or such portion thereof after application of the Allocation Ratio and any rounding down and, for relevant Shareholders in Hong Kong who accept the Offer, after deduction of the seller's ad valorem stamp duty).

DECLARES

a) to be aware that (i) the Offer is addressed, on equal terms, to all holders of the Shares and is made exclusively in Italy and Hong Kong: (ii) the Offer is extended to the United States of America and is subject to the disclosure obligations and procedural requirements provided for under Italian and Hong Kong law, which may differ substantially from those applicable under U.S. laws and practices governing tender offers; and (iii) the promotion of the Offer to persons who are not residents of Hong Kong or Italy may be affected by the regulations applicable in their respective jurisdictions. If the transmission of the Offer Document to any Shareholder who is not resident in Italy or Hong Kong is prohibited under the applicable regulations, or may only be carried out upon compliance with conditions or requirements that are excessively burdensome or onerous, then – in compliance with applicable requirements – the documentation relating to the Offer may not be transmitted to such Shareholders

Sheet No. 4 - Copy for the Adherent


ACCEPTANCE FORM NO.

b) any acceptance of the Offer by the undersigned will be deemed to constitute a representation and warranty from the undersigned to the Offeror that (i) all local laws and requirements in connection with such acceptance have been complied with; (ii) the Offer can be accepted by the undersigned under the laws and regulations of the relevant jurisdiction and such acceptance shall be valid and binding in accordance with all applicable laws and regulations; and (iii) that the Shares sold to the Offeror under the Offer are fully paid, free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights and benefits at any time accruing and attaching thereto, including all rights to any dividend or other distributions the record date of which falls on or after the Payment Date;

c) to not have received and/or sent copies or originals of this Acceptance Form, the Offer Document and/or any document relating to the Offer in violation of the provisions set out in letter (a) above and in the Offer Document; and

d) to be located outside the countries in which the Offer is not permitted without authorization from the competent authorities at the time this Acceptance Form is delivered or signed.

If you are in any doubt as to any aspect of this Acceptance Form or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your Shares, you should at once hand this Acceptance Form and the accompanying Offer Document to the purchaser(s) or transferee(s), licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Pursuant to Article 13 of Regulation (EU) 2016/679 on the General Data Protection Regulation (the "GDPR") and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) ("PDPO"), as applicable, Adherents are hereby informed that the personal data provided in this Acceptance Form will be processed, including through the use of IT and electronic procedures, for purposes directly related and instrumental to the Offer (collection of acceptances, verification of their validity, and allocation). The personal data will be processed, as independent data controllers, each for the purposes related and instrumental to their role in the transaction, by the Appointed Intermediaries, the Intermediary Responsible for Coordinating the Collection of Acceptances, the Offeror, the Depository Intermediaries, and the companies designated by them that perform functional or support activities necessary for the transaction. The aforementioned purposes constitute the legal basis legitimizing the related processing. The provision of personal data is necessary to execute this request and, therefore, failure to provide such data, even partially, will result in the inadmissibility of the request.

Regarding the aforementioned processing, the data subject may exercise all rights expressly granted by the GDPR and the PDPO, as applicable.

___, on ____

The Adherent or its representative

Stamp and signature of the Appointed Intermediary

The Depository Intermediary with whom this Acceptance Form has been deposited declares, upon presentation by the Adherent (or its representative) and under its own responsibility:

a) to be the depository of the above-mentioned Shares subject to this Acceptance Form;

b) to carry out the formalities necessary for the transfer of the Shares referred to into this Acceptance Form to the Appointed Intermediary exclusively through Euronext Securities Milan (Monte Titoli S.p.A.), no later than the end of the Acceptance Period.

Stamp and signature of the Depositary Intermediary

Sheet No. 4 – Copy for the Adherent