Fila — Proxy Solicitation & Information Statement 2023

Dec 23, 2023

SHAREHOLDERS' MEETING PROXY1 FORM

in accordance with Article 135-novies of Legislative Decree No. 58/1998

With regards to the Ordinary Shareholders' Meeting of F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. (the "Company" or "F.I.L.A."), which shall take place on January 22, 2024 at 11AM, in single call, at UnaHotels Expo Fiera, via Giovanni Keplero, 20016, Pero (MI), as per the call notice published on the company website at www.filagroup.it, on December 22 and in extract form in the daily newspaper "Milano Finanza" on December 23, 2023;

noting the documentation made available by the Company,

with this form

the undersigned (signature of party granting proxy2)

Name*……………………………………	Surname*……………………………………….	born
	in…………………………………………… on the ……………………………………… resident in
……………………………….…via	……………………………………………… Tax	number
…………………………………………………………………… ……………

Valid identity document (copy to be attached) No. ...........................................

as

(tick the relevant box)

£ party assigned the right to vote concerning * …………………… shares (indicate class) ............................................. of F.I.L.A. as (tick the relevant box)*

□ shareholder	□ secured creditor	□ taker in
	□ beneficial owner	□ custodian
	□ manager	□ other (specify) ………………

£ legal representative or party conferred with appropriate representative powers of (name of legal person with voting rights3)* …………………………………………… with registered office in* …………………………………………… at the address* ………………………. Tax Code/VAT Number ……………………………………… (documentation proving representative powers to be attached) attributed voting rights for ............................................... F.I.L.A. S.p.A. shares (indicate the category) as (tick the relevant box)*:

□ shareholder	□ secured creditor	□ taker in
	□ beneficial owner	□ custodian
	□ manager	□ other (specify) ………………

^(*) Obligatory field

¹ All those with the right to attend the Shareholders' Meeting may be represented through a person of their choice, by means of written proxy in accordance with law, signing this proxy form.

² Indicate the name and surname of the principal, as it appears on a copy of the communication for attendance at the shareholders' meeting as per Art.83-sexies of Legislative Decree 58/1998 or of the legal representative of the legal party delegating.

³ Legal person principal as stated in the copy of the communication for attendance at the Shareholders' Meeting as per Article 83-sexies of Legislative Decree 58/1998.

as per communication (in accordance with Article 83-sexies Legs. Decree No. 58/1998) No
of the intermediary ………………………………………………………………………	ABI
……………… CAB ………………

appoints

Mr./Ms. (proxy)
Name*……………………………………	Surname*……………………………………….		born
in…………………………………………… on the ……………………………………… resident in
……………………………….…via	………………………………………………	Tax	number
…………………………………………………………………… ……………

to attend and represent him/her at the Ordinary Shareholders' Meeting

with faculty in turn to be replaced by4:

Mr./Ms. (party indicated by the principal)

Name*……………………………………	Surname*……………………………………….	born
	in…………………………………………… on the ……………………………………… resident in
……………………………….…via	……………………………………………… Tax	number
…………………………………………………………………… ……………

__________________________ __________________________

(Place and date) (Signature of the principal)

The undersigned declares in addition that the voting right shall be exercised by the proxy (tick the relevant box)5, 6:

□ discretionarily in the absence of specific instructions from the principal

□ in accordance with the specific voting instructions given by the undersigned principal

(Place and date) (Signature of the principal)

In accordance with Art.135-novies, paragraph 5 of Legs. Decree No. 58/1998, "the representative may, in place of the original, send or transmit a copy, also through electronic means, of the proxy form, declaring in good faith compliance of the proxy form to the original and the identity of the principal. The proxy must maintain the original proxy form and any voting instructions received for one year from the conclusion of the Shareholders' Meeting".

__________________________ __________________________

⁴ The representative may indicate one or more replacements of the proxy as per Article 2372, paragraph 3 of the Civil Code.

⁵ For the communication obligations as per Article 120 of Legs. Decree No. 58/1998, the shares for which "the voting right derives on the basis of proxy, as this right may be exercised discretionally in the absence of specific instructions from the principal" are considered investments.

⁶The conferment of proxy to a representative in conflict of interest is permitted if the representative communicates in writing to the shareholder the circumstances under which the conflict arises and whether specific voting instructions are provided for each motion on which the representative must vote on behalf of the shareholder (see Article 135 decies of Legislative Decree No. 58/1998).

PERSONAL DATA PROCESSING DISCLOSURE

AS PER ARTICLES 13 AND 14 OF REGULATION (EC) 679/2016

F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A., with registered office in Via XXV Aprile n. 5, Pero, Milan ("Holder" of the processed data), informs you that the personal details provided will be processed only for the purposes of enabling the company to manage the Shareholders' Meeting and execute the related legal requirements. Without the data indicated as obligatory (*), the proxy will not be allowed to attend the Shareholders' Meeting.

The personal details will be collated in paper and/or electronic format and will be processed in the manner strictly required for the above-stated purposes, for the period of time necessary to comply with the legal and regulatory obligations and however as per the provisions of the European general personal data protection regulation No. 679/2016 and the domestic transposition rules.

Specifically and formally authorised employees or partners of the Holder may view personal data provided by the interested party and only for the above indicated purposes. F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. may in addition utilise for the processing of your data outside parties undertaking formal contractual agreements with the Holder and acting as outside managers or independent Holders.

The entitled party has the right at any time to exercise the rights established by the European Regulation (from Articles 15 to 22), including to be informed upon, at any time, which data is held at the company, its origin and how it is utilised; you also have the right to update, adjust, supplement, remove, request the blockage or oppose the processing of your data for legitimate reasons.

The Data Holder is F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A., via XXV Aprile, No. 5, 20016 Pero (MI), who may be also contacted through the secretarial office at the following e-mail address: amministrazione@pec.fila.it.