Fila — Proxy Solicitation & Information Statement 2024

Nov 13, 2024

PROXY/SUB-DELEGATION FORM FOR APPOINTED REPRESENTATIVE IN ACCORDANCE WITH ARTICLE 135-NOVIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA") and Article 106, paragraph 4, of Decree-Law No. 18 of March 17, 2020 on "Measures to strengthen the National Health System and economic support for families, workers and businesses related to the COVID-19 epidemiological emergency" ("Italian Healthcare Decree"), converted with amendments into Law No. 27 of April 24, 2020, as extended latterly by Article 11, paragraph 2 of Law No. 21 of March 5, 2024, concerning Interventions to bolster capital competitiveness and authorisation for the Government to undertake comprehensive reform of the regulations pertaining to capital markets outlined in the Consolidated Law referred to in Legislative Decree No. 58 of February 24, 1998, in addition to regulations concerning joint-stock companies, as stipulated in the Civil Code, which also apply to issuers

As per Article 106, paragraph 4, of Decree-Law No. 18 of March 17, 2020, converted with amendments into Law No. 27 of April 24, 2020 ("Italian Healthcare Decree"), and as latterly extended by Article 11, paragraph 2 of Law No. 21 of March 5, 2024, attendance at the Shareholders' Meeting by those entitled to vote is permitted exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree No. 58/98. Pursuant to the aforementioned Italian Healthcare Decree, the Appointed Representative may also be granted proxies and/or sub-proxies pursuant to Article 135-novies of Legislative Decree No. 58/1998 ("CFA"), as an exception to Article 135-undecies, paragraph 4 of the CFA, through signature of this proxy form.

Declaration of the Appointed Representative: Monte Titoli confirms that it has no interest in the proposed resolutions 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. Where the principal has not supplied specific instructions for said circumstances by completing an appropriate form, 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. If there are no voting instructions on some of the items on the Agenda, Monte Titoli will express no vote on those items.

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

As regards the Extraordinary Shareholders' Meeting of F.I.L.A. S.p.A. called at the registered office of the Company at via XXV Aprile, N. 5, 20016, Pero (MI) for December 16, 2024, at 10.30AM in a single call, in the manner and according to the terms set out in the call notice published on the Company's website at www.filagroup.it in the "Governance" section on November 14, 2024 and by excerpt in the daily newspaper "Milano Finanza" and having read the documentation made available by the Company, through this

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 (*)

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

Monte Titoli S.p.A..

PROXY/SUB-DELEGATION FORM FOR APPOINTED REPRESENTATIVE IN ACCORDANCE WITH ARTICLE 135-NOVIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

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

shareholder with voting rights

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) ………………………………………………………………..

Name Surname/Company Name (*)

(complete only if
the principal is different from the	Born in (*)	On (*)	Tax Code (*)
proxy signer)	Registered office/Resident in (*)

concerning

(*) _____ ordinary shares ISIN IT0004967292	Recorded in the securities account (1) No. ___with the intermediary __ ABI_ CAB_ as per communication (pursuant to Article 83-sexies of Legislative Decree No. 58/1998) (2) No. ___ carried out by the intermediary: _________
(*) ______ multi-vote shares ISIN IT0005117517	Recorded in the securities account (1) No. ___with the intermediary __ ABI_ CAB_ as per communication (pursuant to Article 83-sexies of Legislative Decree No. 58/1998) (2) No. ___ carried out by the intermediary: _________
(*) ______ shares ISIN IT0005117517 (to be completed with information regarding any additional communications on deposits)	Recorded in the securities account (1) No. ___with the intermediary __ ABI_ CAB_ as per communication (pursuant to Article 83-sexies of Legislative Decree No. 58/1998) (2) No. ___ carried out by the intermediary: _________

APPOINTS/SUBDELEGATES Monte Titoli S.p.A. to attend and vote at the above indicated Shareholders' Meeting in accordance with the instructions found below.

DECLARES

• that the right to vote will be exercised by the proxy/sub-proxy in accordance with the specific voting instructions given by the undersigned principal;
• that s/he has requested that depository intermediary provide the communication to attend the Shareholders' Meeting as indicated above;
• that there are no grounds for incompatibility or suspension of the exercise of voting rights.
• (in case of sub-delegation) that s/he is in possession of the originals of the proxies given to him/her and that s/he will keep them for one year available for possible verification

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

(Place and date)

PROXY/SUB-DELEGATION FORM FOR APPOINTED REPRESENTATIVE IN ACCORDANCE WITH ARTICLE 135-NOVIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

VOTING INSTRUCTIONS (Part 2 of 2)

Section containing information for the Appointed Representative – tick the relevant box

__________________________________________________________________________________________________________

I, the undersigned, signatory of the proxy form (First name and surname) (3)

(indicate the principal only if different first and surname) (3) __________________________________________________________________________________________________________

delegate Monte Titoli to vote according to the following voting instructions at the F.I.L.A. S.p.A. Extraordinary Shareholders' Meeting, called at the offices of the Company at via XXV Aprile, No. 5, 20016, Pero (MI) on December 16, 2024, at 10.30AM, in a single call.

RESOLUTIONS TO BE VOTED UPON

Please note that, within the legal deadlines, shareholders may submit new proposals and supplements to the Agenda: for this reason, Shareholders are invited to check, on the Issuer's website, for any updates to this form, in accordance with the proposed resolutions.

1 Amendment of Articles 9, 10 and 16 of the By-Laws; resolutions thereon.
SECTION A Tick only one box: Vote on the Board of Directors proposal	In favour	Against	Abstaining
SECTION B and C 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,	 confirm the instructions	 revoke the instructions	modify the instructions:  In Favour______  Against  Abstaining

(Place and date)

(Signatory of the proxy)

PROXY/SUB-DELEGATION FORM FOR APPOINTED REPRESENTATIVE IN ACCORDANCE WITH ARTICLE 135-NOVIES 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. Provide the first name and surname/company name of the principal (and the signatory of the Proxy Form and voting instructions, if different).

The proxy form and related voting instructions must be received 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,

(for sub-delegation, the following must be attached to this sub-delegation and sent to the Appointed Representative: i) the documents indicated in the preceding paragraph, referring both to the principal and his/her proxy; ii) a copy of the proxy form issued by the principal to his/her proxy)

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 December 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 Register Services, Monte Titoli S.p.A., Piazza degli Affari No. 6, Milan 20123 (Ref. "Proxy for Fila December 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 December 2024 Shareholders' Meeting").

The proxy must be received no later than 6PM on the day before the date of the Meeting (and in any case before the beginning of the Meeting). The proxy as per Article 135-novies of Legislative Decree No. 58/1998 and voting instructions are revocable within the above terms.

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 9AM and 5PM).

PROXY/SUB-DELEGATION FORM FOR APPOINTED REPRESENTATIVE IN ACCORDANCE WITH ARTICLE 135-NOVIES OF LEGISLATIVE DECREE NO. 58/1998 ("CFA")

Monte Titoli Privacy information available at: Corporate Data and Legal Info | euronext.com

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)