Fila — Proxy Solicitation & Information Statement 2023

Dec 22, 2023

PROXY FORM FOR THE DESIGNATED AGENT IN ACCORDANCE WITH ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), in its capacity as "Designated Agent" of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. S.p.A. (hereinafter "Fila" or the "Company"), pursuant to Article 135-undecies of the CFA, in the person of one of its employees or collaborators with a specific assignment, gathers voting proxies for the Shareholders' Meeting of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. S.p.A. called for January 22, 2024, in single call, at 11AM, at UnaHotels Expo Fiera, via Giovanni Keplero, 20016, Pero (MI), in the manner and under the terms set out in the call notice published on the Company's website at www.filagroup.it Governance section, on December 22, 2023 and by extract in the newspaper Milano Finanza.

The proxy form with relative voting instructions should be sent to Monte Titoli by the end of the second open trading day prior to the date fixed for the Shareholders' Meeting, i.e. by 23:59 on January 18, 2024. The proxy and voting instructions may be revoked within the same deadline.

Declaration of the Designated Agent: Monte Titoli confirms that it has no interest in the proposed motions to be voted upon. Considering the contractual relations between Monte Titoli and the Company, and in particular considering the technical assistance to the Shareholders' Meeting and accessory services, to avoid any possible disputes concerning conflicts of interest as per Article 135-decies, paragraph 2, letter f) of the CFA, Monte Titoli expressly declares that, where circumstances arise that are unknown at the time of issuing the proxy and cannot be communicated to the principal, or in the case of amendment or supplementation of the proposals presented to the Shareholders' Meeting, it shall not express a vote differing from that indicated in the instructions.

N.B. This form may be subject to amendment as a result of any additions to the Agenda or submission of motion proposals pursuant to Article 126-bis CFA, or individual motion proposals, within the terms and in the manner indicated in the Call Notice.

PROXY FORM (Part 1 of 2)

Complete with the required information based on the information at the bottom of the form)(§)

The undersigned signatory of this proxy	(Name and Surname) (*)
Born in (*)	On (*)	Tax code (*)
Resident in (*)	Street address (*)
Telephone (**)	E-mail (**)
Valid identity document - type (*) (attach copy)	Issued on (*)	Number (*)

(§) The Company will process personal data in accordance with the attached information notice.

(*) Mandatory; (**) Completion recommended.

Monte Titoli S.p.A..

PROXY FORM FOR THE DESIGNATED AGENT IN ACCORDANCE WITH ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

in the capacity of (tick the relevant box) (*)

shareholder with voting rights	OR IF DIFFERENT FROM THE HOLDER OF THE SHARES
£		legal representative or attorney with power to sub-delegate (documentation proving representative powers to be attached)
£ secured creditor£	taker in - £ beneficial owner £ custodian £	manager £ other (specify) ………………………………………………………………
(complete only if	Name Surname/Company Name (*)
the principal is different from the	Born in (*)	On (*)	Tax Code (*)
proxy signer)	Registered office/Resident in (*)
concerning
	(*) _______ (number) shares, ISIN IT0004967292	CAB__	Recorded in the securities account (1) No. ___with the intermediary __ ABI_
	as per communication (pursuant to Article 83-sexies ______	of Legislative Decree No. 58/1998) (2) No. ________	carried out by the intermediary:
	(to be completed with information regarding any additional communications on deposits)

DECLARES

E

• their understanding that the proxy form for the Designated Agent may also contain voting instructions only on certain proposals on the Agenda and that, in this case, voting will only be exercised on the proposals for which such instructions have been conferred, and that they have requested from their intermediary the communication to participate in the aforementioned Shareholders' Meeting;

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

AUTHORISES Monte Titoli and the Company to process its personal data for the purposes stated under the terms and conditions indicated in the following paragraphs.

(Place and date) (Signatory of the proxy)

PROXY FORM FOR THE DESIGNATED AGENT IN ACCORDANCE WITH ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

VOTING INSTRUCTIONS (Part 2 of 2)

Section containing information for the Designated Agent – tick the relevant box

I, the undersigned, signatory of the proxy form (First name and surname) __________________________________________________________________________________________________________

(indicate the principal only if different name and surname/company name) __________________________________________________________________________________________________________

delegate Monte Titoli to vote according to the following voting instructions at the Shareholders' Meeting of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. S.p.A., called in single call at UnaHotels Expo Fiera, via Giovanni Keplero, 20016, Pero (MI) for January 24, 2024 at 11AM.

MOTIONS TO BE VOTED UPON

1 Proposal to distribute an extraordinary dividend to be taken from available reserves; resolutions thereon;
Vote on the Board of Directors proposal			Tick only one box	* In favour	* Against	* Abstaining
		In the event of circumstances that are unknown at the signature date, or amendments or integrations to the resolutions put to			the Shareholders' Meeting, I, the undersigned,
Tick only one box		Modify the instructions (specify preference)
*confirm the instructions	*revoke the instructions	*In favour _________			* Against	* Abstaining

PROXY FORM FOR THE DESIGNATED AGENT IN ACCORDANCE WITH ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

2 Appointment of the independent audit firm for the period 2024-2032 pursuant to Legislative Decree No. 39/2010 and Regulation (EU) No. 537/2014 and determination of the relative remuneration; resolutions thereon.
Vote on the Board of Directors proposal			Tick only one box	* In favour	* Against	* Abstaining
Tick only one box		In the event of circumstances that are unknown at the signature date, or amendments or integrations to the resolutions put to Modify the instructions (specify preference)			the Shareholders' Meeting, I, the undersigned,
*confirm the instructions	*revoke the instructions	*In favour _________			* Against	* Abstaining

		.

E

(Place and date) (Signatory of the proxy)

PROXY FORM FOR THE DESIGNATED AGENT IN ACCORDANCE WITH ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

NOTES FOR COMPILATION AND SENDING

The vote-holder must request the depositary intermediary to issue the communication for participation at the Shareholders' Meeting pursuant to Article 83-sexies of Legislative Decree No. 58/1998)

• 1. Specify number of shares held and name of custodian intermediary Found on the account statement provided by the intermediary
• 1. Specify the number of the Communication for Participation in the Shareholders' Meeting. This will be provided by the custodian intermediary upon request of the principal.
• 1. Pursuant to Article 135-undecies, paragraph 3 of the CFA, "The shares in relation to which proxy is conferred, also partially, are included in relation to the proper constitution of the Shareholders' Meeting. In relation to the proposals for which no voting instructions were conferred, the shares of the shareholder are not included for the calculation of the majority and for the quorum required to approve the proposals".
• 1. Provide the first name and surname/company name of the principal (and the signatory of the Proxy Form and voting instructions, if different).
• 1. With reference to each point on the Agenda, in the event of significant circumstances, unknown at the time of issuing the proxy (e.g. absence of proposals made by the Board of Directors or by the proposer identified by the principal according to terms of law and published by the Company), or in the event of amendments or integrations to the resolutions proposed which cannot be communicated to the principal, a choice may be made, by completing the relevant form, between: a) confirmation of the voting instruction already expressed; b) amendment of the voting instruction already expressed; c) revocation of the voting instruction already expressed. If no choice is made by the principal, the voting instructions set out in the first section will be followed to the fullest extent possible. Where it is not possible to vote according to the instructions provided, Monte Titoli will abstain from voting on the subject in question.

The original copy of the proxy form with relative voting instructions should be sent to Monte Titoli by the end of the second open trading day prior to the date fixed for the Shareholders' Meeting, i.e. by 23:59 on January 18, 2024, together with:

______________________________________________________________________________________________________________________________________________________________________________________

• a copy of a valid identity document of the principal or
• where the principal is a legal person, a copy of a valid identity document of the pro tempore legal representative or another party with appropriate powers, together with documentation in proof of such status and powers,

through the following alternative means:

• i) delivery of an electronically reproduced copy (PDF) to the certified e-mail address RD@pec.euronext.com (with the subject "Proxy FILA JANUARY 2024 Shareholders' Meeting") from the principal's certified electronic mailbox (or, failing that, from the mailbox of the computerised document signed with a qualified electronic or ature);
• ii) sending of an original copy, by courier or registered mail, to the address FAO RegisterServices, Monte Titoli S.p.A., Piazza degli Affari No. 6, Milan 20123 (Ref. "Proxy for FILA JANUARY 2024 Shareholders' Meeting"), with sending in advance of an electronically reproduced copy (PDF) by ordinary e-mail to the following address RD@pec.euronext.com (with the subject "Proxy for FILA JANUARY 2024 Shareholders' Meeting").

N.B. For any clarifications concerning the conferment of proxy (and in particular with regard to the filling out of the proxy form and the voting instructions and their communication), parties holding the right to vote at the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail (RegisterServices@euronext.com) or by telephone ((+39) 02.33635810 - working days between 9 AM and 5 PM).

PROXY FORM FOR THE DESIGNATED AGENT IN ACCORDANCE WITH ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

Monte Titoli Privacy information available at: https://www.euronext.com/en/privacy-statement.

Disclosure on privacy of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.

F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A., with registered office in Via XXV Aprile N. 5, Pero, Milan, as Data Controller, wishes to provide the participants to the Shareholders' Meeting (Data subjects) with the following information on the processing of their personal data.

A) Purposes and means of the data processing Personal data (name, surname, participation of the data subject or person for whom the data subject acts, activities carried out by the data subject during the Meeting) will be collected and processed exclusively for the purposes of verifying the correct presentation of slates and the proper constitution of the Meeting, the verification of the identity and right to attend of those present, as well as the execution of further compulsory Shareholders' Meeting and corporate formalities. During the Meeting, the data is also processed using an audio recording system in order to facilitate minute-taking. The audio recording will not be disclosed. All data, as well as audio and video supports, will be stored together with the documents produced during the Meeting in order to document that transcribed in the minutes. The personal data will be processed by automated or manual means, in compliance with the principles established by the EU Regulation and in such a way as to protect the confidentiality of the data subject and his/her rights.

B) Mandatory or optional provision of data The provision of the personal data requested, for the processing purposes and methods specified above, is necessary to verify the correct presentation of the slates and participation at the Shareholders' Meeting, as well as for related fulfilments.

C) Consequences in case of refusal Non or partial disclosure of personal data may result in the non-admission of the data subject to the presentation of slates and participation at the Shareholders' Meeting, and the impossibility of fulfilling obligations prescribed by current regulations and/or contracts.

D) Possible recipients

1) The personal data collected may be communicated, within the limits strictly pertinent to the obligations and purposes referred to under point A), in relation to the fulfilment of legal and/or regulatory obligations (taking into account that the Company is listed on a regulated market and therefore subject to additional information requirements and obligations). Personal data may be disclosed only within the limits and in relation to any obligations established by law and/or regulations.

2) The employees and consultants of the Data Controller, in charge of supervising and/or carrying out the fulfilment of the compulsory Shareholders' Meeting and corporate formalities, may become aware of the personal data collected.

E) Rights of the data subject The data subject may at any time exercise his or her rights vis-à-vis the data controller, pursuant to Articles 15 to 22 of the EU Regulation, i.e. the right to access his or her data, verify its origin, request its updating, rectification, amendment or cancellation, as well as to oppose its processing for legitimate reasons. Rights can be exercised by contacting the F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. Corporate Office by registered letter, fax or e-mail (amministrazione@pec.fila.it).

F) Data controller F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. - Via XXV Aprile No. 5, 20016 Pero (MI)

PROXY FORM FOR THE DESIGNATED AGENT IN ACCORDANCE WITH ARTICLE 135-UNDECIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

Legislative Decree No. 58/1998

Article 126-bis

(Supplementation of the Agenda and presentation of new proposals)

• 1. Shareholders who represent, even jointly, at least one-fortieth of the share capital may request, within ten days of publication of the Shareholders' Meeting Call Notice, or within five days in the case of calling as per Article 125-bis, paragraph 3 or Article 104, paragraph 2, supplementation to the matters on the Agenda, indicating in the request the further matters to be included on the Agenda, or present proposals on matters already on the Agenda. The requests, together with the certification declaring ownership of the holding, should be presented in writing, by post or by e-mail, in compliance with any requirements strictly necessary for the identification of the requesting parties, as indicated by the company. Those with voting rights may individually present proposals to the Shareholders' Meeting. For co-operative companies, the share capital amount is as established by the By-Laws, also in derogation of Article 135.
• 1. In relation to supplementation of the Agenda or the presentation of further proposals on existing matters, as per paragraph 1, notice is given in the same manner as prescribed for the publication of the Shareholders' Meeting Call Notice, at least 15 days before the date of the Shareholders' Meeting. Further proposals on matters already on the Agenda are made available to the public according to the means established by Article 125-ter, paragraph 1, together with publication of the notice of presentation. The deadline is reduced to seven days in the case of Shareholders' Meetings called in accordance with Article 104, paragraph 2, or in the case of Shareholders' Meeting called in accordance with Article 125-bis, paragraph 3.
• 1. Supplementation of the Agenda is not permitted for those matters on which the Shareholders' Meeting passes resolutions, as prescribed by law, on proposals of the Directors or in relation to a project or report prepared by the Board, other than those indicated at Article 125-ter, paragraph 1.
• 1. Shareholders requesting supplementation as per paragraph 1 should draw up a Report outlining the reasons for the proposal of new matters to be added to the Agenda or the reasoning concerning further proposals to be presented on matters already on the Agenda. The report should be sent to the Board of Directors by the deadline for the presentation of supplementation requests. The Board of Directors makes available the Report to the public, accompanied by any assessment, together with the publication of the notice for supplementation or presentation, according to the means established by Article 125-ter, paragraph 1.
• 1. Where the Board of Directors, or in the case where they are not involved, the Board of Statutory Auditors, the Supervisory Board or the Operating Control Committee, does not supplement the Agenda with new matters or proposals presented in accordance with paragraph 1, the court, having heard the members of the Administration and Control Boards - where the refusal to supplement is considered unjustified - orders supplementation by decree. The decree is published according to the means established by Article 125-ter, paragraph 1.

Article 135-decies

(Conflicts of interest of the representative and of the replacements)

1. The 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 resolution on which the representative must vote on behalf of the shareholder. It is the responsibility of the representative to communicate to the shareholder the circumstances under which the conflict of interest arises. Article 1711, paragraph 2 of the Civil Code is not applied.

2. For the purposes of this Article, a conflict of interest exists in any case where the representative or the replacement:

a) controls, also jointly, the company or a subsidiary, also jointly, or is under common control with the company;

b) is connected to the company or exercises a significant influence on it, or where the latter exercises significant influence on the former;

c) is a member of the board of directors or the board of statutory auditors of the company or of the parties indicated at letters a) and b);

d) is an employee or an auditor of the company or of the parties indicated at letter a);

e) is a spouse or relative to the fourth degree of the parties indicated at letters a) and c);

f) is connected to the company or the parties indicated at letters a), b), c) and e) by contract or employment or by other monetary-based relations which may compromise independence.

1. The replacement of the representative with a party in conflict of interest is allowed only if the replacement is indicated by the shareholder. In this case, paragraph 1 is applied. The obligations for communication and the relative proof are the responsibility of the representative.

2. The present Article is applied also in the case of transfer of shares by power of attorney.

Article 135-undecies

(Designated Agent of the company with listed shares)

• 1. Except where the By-Laws provide otherwise, companies with listed shares designate for each Shareholders' Meeting a party to which shareholders may confer, by the end of the second trading day before the date fixed for the Shareholders' Meeting, also in subsequent calling, a proxy with voting instructions on all or on a number of proposals on the Agenda. Proxy is valid only for the proposals on which voting instructions are provided.
• 1. Proxy is conferred through signing a proxy form whose content is governed by Consob regulations. The shareholder does not incur charges for the conferment of such proxy. Proxy and voting instructions are revocable under the terms indicated in paragraph 1.
• 1. The shares in relation to which proxy is conferred, also partially, are included in relation to the proper constitution of the Shareholders' Meeting. In relation to the proposals for which no voting instructions have been conferred, the shares are not included for the calculation of the necessary majority and of the share capital percentage required to approve the motions.
• 1. The party designated as representative must communicate any interests held on his/her own behalf or on behalf of third parties in relation to the proposals on the Agenda. Confidentiality on the content of the voting instructions received is maintained until the beginning of voting, except for the possibility to communicate such information to employees and auxiliaries, who are subject to the same confidentiality requirement. Proxy may not be granted if not in compliance with this Article.
• 1. Under the regulation at paragraph 2, Consob may establish the cases in which a representative not falling within the scope of the conditions at Article 135-decies may cast a vote other than as indicated in the instructions.