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FinecoBank

Proxy Solicitation & Information Statement • Apr 7, 2020

4321_agm-r_2020-04-07_63ca21f9-48b1-46d5-95db-cf9ef91a02c3.pdf

Proxy Solicitation & Information Statement

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FINECOBANK S.p.A. – Shareholders' Meeting April 28th, 2020 Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

FINECOBANK S.p.A. (the Company) has appointed Computershare S.p.A., through its employee or duly entrusted staff member with the power to replace it in a case of impossibility, acting as Designated Representative pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and to article 106 of Law Decree on March, 17th 2020 n. 18, to collect proxies for the Ordinary and Extraordinary Shareholders' Meeting convened on April 28th, 2020 in single call, in accordance with the terms and conditions stated in the supplement to the Notice of the Meeting published on the company's website www.finecobank.com on March, 19th 2020.

The proxy and voting instructions, to be conferred by April 24th, 2020, may be revoked within the same date with the procedures used for the conferral. Conferral of proxy and voting instructions by signing and submitting this form is free of charge, except where transmission or postal charges apply.

Art. 135-decies of Legislative Decree 58/98 (Conflicts of interest of representative and substitute)

Computershare S.p.A., acting as Designated Representative, is not subject to any conflicts of interest as defined under Article 135-decies of Legislative Decree 58/98. However, in the event of unknown circumstances or in the event of amendment or integration to the motions presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received.

P
R
O
X
Y
F
O
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5
as
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o.		 (
Ma
de
by		 )
Ba
k
n

DELEGATES the above Appointed Representative to attend and vote at the abovementioned general meeting, with reference to the shares above, in accordance with the instructions provided and

DECLARES that no matter of compatibility or suspension are affecting the right to vote and he/she is aware that:

  • the proxy to the Appointed Representative may contain voting instructions even on just a number of proposals on the agenda and that, in this event, the vote shall be exercised only for the proposals in relation to which voting instructions have been conferred.
  • the proxy will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to legitimate attendance and voting, has been received by the Company before the start of the meeting works
D
A
T
E		 f
de
Fo
i
rm
o
n		 f
(
t
i
ica
t
ion
6		 )
(
)
ty
p
e		 * d
by
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Iss
ue		 *
no		 S
I
G
N
A
T
U
R		 E

NOTE: It is not possible to grant this proxy form without the voting instructions form to be completed online and downloaded from the company's website www.finecobank.com Voting instruction form can be requested by phone at no. +39 011 0923213.

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

VOTING INSTRUCTIONS

(For use of Designated Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)

The undersigned (7)

INSTRUCTS the Designated Representative to vote at the above indicated shareholders' meeting as follow (8)

R
E
S
O
L
U
T
I
O
N
S
T
O
B
E
V
O
T
E
D		 V
O
T
I
N
G
I
N
S
T
R
U
C
T
I
O
N
S
(
for
),
C
(
),
(
bst
)
F
ain
st
A
ain
ag
a
O
R
D
I
N
A
R
Y
P
A
R
T
1.
Ap
l o
f
he
F
ine
Ba
k
S.
A.
f
ina
ia
l s
De
be
3
1s
2
0
1
9
d
ion
f
he
t
ta
tem
ts
t
t,
ta
t
t
p
ro
va
co
n
p.
nc
en
as
a
ce
m
r
an
p
res
en
o
f
l
i
da
te
d
ina
ia
l s
ta
tem
ts
co
ns
o
nc
en
Se
for
f
(
9
)
t
ion
A
te
lu
t
ion
d
by
t
he
Bo
d o
D
ire
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
2.
f
S.
2
0
1
9 n
f
f
2
0
1
9.
A
l
loc
t
ion
F
ine
Ba
k
A.
t p
i
t o
t
he
a
o
co
n
p.
e
ro
y
ea
r
Se
for
f
(
)
t
ion
A
te
lu
t
ion
d
by
t
he
Bo
d o
D
ire
tor
9
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
for
f
(
)
t
ion
A
2 –
te
l p
b
l
is
he
d p
t
to
t
ic
le
1
2
6-
b
is
T
U
F
1
0
c
vo
p
rop
os
a
u
urs
ua
n
ar
o		 F C A
Co
f
S
3.
t
he
t
ive
I
F
R
9 r
ve
rag
e o
ne
g
a
es
erv
e.
Se
for
f
(
)
t
ion
A
te
lu
t
ion
d
by
t
he
Bo
d o
D
ire
tor
9
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
for
f
(
)
t
ion
A
2 –
te
l p
b
l
is
he
d p
t
to
t
ic
le
1
2
6-
b
is
T
U
F
1
0
c
vo
p
rop
os
a
u
urs
ua
n
ar
o		 F C A
f
f
f
f
f
4.
Ap
in
tm
t o
t
he
Bo
d o
D
ire
to
t
he
be
t
he
D
ire
to
ha
be
t a
d
de
te
ina
t
ion
t
he
du
t
ion
t
p
o
en
ar
c
rs,
o
nc
e
n
um
r o
c
rs
s
en
se
n
rm
o
ra
o		 f
f
he
ir
te
in
ice
rm
o
4.a
De
ina
ion
f
he
be
f
he
D
ire
te
t
t
t
to
rm
o
n
um
r o
c
rs
-
Se
ion
A
for
lu
ion
d
by
he
Bo
d o
f
D
ire
(
9
)
t
te
t
t
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 C A
Se
ion
A
2 –
for
l p
b
l
is
he
d p
ic
le
1
2
6-
b
is
f
T
U
F
(
1
0
)
t
te
t
to
t
c
vo
p
rop
os
a
u
urs
ua
n
ar
o		 A
4.
f
f
f
f
b -
De
te
ina
t
ion
t
he
du
t
ion
t
he
ir
te
in
ice
rm
o
ra
o
rm
o
Se
for
f
(
9
)
t
ion
A
te
lu
t
ion
d
by
t
he
Bo
d o
D
ire
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
for
f
(
)
t
ion
A
2
te
l p
b
l
is
he
d p
t
to
t
ic
le
1
2
6-
b
is
T
U
F
1
0
c
– v
o
p
rop
os
a
u
urs
ua
n
ar
o		 C A
f
f
4.c
Ap
in
tm
t o
t
he
Bo
d o
D
ire
to
p
o
en
ar
c
rs
-
Se
t
ion
A
te
Fo
l
is
t
ha
ing
t
he
be
to
be
f
i
l
l
in
t
he
i
de
bo
te
Co
tra
/
A
bs
ten
t
ion
in
la
t
ion
to
l
l
l
is
ts
(
1
2
)
c
o
r
nu
m
r
s
x o
r v
o
n
ry
re
a
– v
v		 C A

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

5.
De
te
ina
t
ion
t
to
Ar
t
ic
le
2
0 o
f
t
he
t
Ar
t
ic
les
f
As
ia
t
ion
f
t
he
t
ion
du
to
t
he
D
ire
to
rm
p
ur
su
an
c
ur
re
n
o
so
c
o
re
mu
ne
ra
e
c
rs
,
,
fo
he
ir w
k o
he
Bo
d o
f
D
ire
he
Bo
d
Co
i
d o
he
bo
d
ies
t
t
to
t
t
tee
t
r
or
n
ar
c
rs,
ar
mm
s a
n
r c
om
p
an
y
Se
ion
A
for
lu
ion
d
by
he
Bo
d o
f
D
ire
(
9
)
t
te
t
t
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 C A
Se
ion
A
2
for
l p
b
l
is
he
d p
ic
le
1
2
6-
b
is
f
T
U
F
(
1
0
)
t
te
t
to
t
c
– v
o
p
rop
os
a
u
urs
ua
n
ar
o
6.
Ap
in
tm
t o
f
t
he
Bo
d o
f
S
ta
tu
to
Au
d
i
to
p
o
en
ar
ry
rs
Se
t
ion
A
te
Fo
l
is
t
ha
ing
t
he
be
to
be
f
i
l
l
in
t
he
i
de
bo
te
Co
tra
/
A
bs
ten
t
ion
in
la
t
ion
to
l
l
l
is
ts
(
1
2
)
c
o
r
nu
m
r
s
x o
r v
o
n
ry
re
a
– v
v		 N… C A
2
3,
1
f
f
f
7.
De
te
ina
t
ion
t
to
Ar
t
ic
le
h
7,
t
he
t
Ar
t
ic
les
As
ia
t
ion
t
he
t
ion
du
to
rm
p
ur
su
an
p
ar
ag
ra
p
o
cu
rre
n
o
so
c
o
re
mu
ne
ra
e
,
,
f
S
t
he
Bo
d o
ta
tu
to
Au
d
i
to
ar
ry
rs
Se
for
f
f
(
)
t
ion
A
te
lu
t
ion
d
in
da
i
t
h
t
he
da
t
ion
t
he
Bo
d o
D
ire
tor
9
c
– v
o
re
so
p
rop
os
e
ac
co
r
nc
e w
re
co
mm
en
o
ar
c
s		 F C A
Se
t
ion
A
2
te
for
l p
b
l
is
he
d p
t
to
t
ic
le
1
2
6-
b
is
f
T
U
F
(
1
0
)
c
o
p
rop
os
a
urs
ua
n
ar
o
– v
u		 F C A
8.
2
0
2
0 r
t
ion
l
icy
em
un
er
a
p
o
Se
for
f
(
)
t
ion
A
te
lu
t
ion
d
by
t
he
Bo
d o
D
ire
tor
9
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
for
f
(
)
t
ion
A
2 –
te
l p
b
l
is
he
d p
t
to
t
ic
le
1
2
6-
b
is
T
U
F
1
0
c
vo
p
rop
os
a
u
urs
ua
n
ar
o		 F C A
9.
2
0
1
9 r
t
ion
t.
em
un
er
a
re
p
or
Se
ion
A
for
lu
ion
d
by
he
Bo
d o
f
D
ire
(
9
)
t
te
t
t
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
ion
A
2
for
l p
b
l
is
he
d p
ic
le
1
2
6-
b
is
f
T
U
F
(
1
0
)
t
te
t
to
t
c
– v
o
p
rop
os
a
u
urs
ua
n
ar
o		 F C A
Sy
fo
f
S
f
f
1
0.
2
0
2
0
Inc
t
ive
te
Em
loy
"I
de
t
i
ie
d
ta
".
en
s
m
r
p
ee
s
n
Se
ion
A
for
lu
ion
d
by
he
Bo
d o
f
D
ire
(
9
)
t
te
t
t
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
2
for
1
2
6-
f
(
1
0
)
t
ion
A
te
l p
b
l
is
he
d p
t
to
t
ic
le
b
is
T
U
F
c
– v
o
p
rop
os
a
u
urs
ua
n
ar
o		 F C A
Sy
fo
"I
f
S
f
f
1
1.
2
0
2
0
Inc
t
ive
te
Pe
l
F
ina
ia
l
A
dv
iso
de
t
i
ie
d
ta
".
en
s
m
r
rso
na
nc
rs
n
Se
ion
A
for
lu
ion
d
by
he
Bo
d o
f
D
ire
(
9
)
t
te
t
t
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
ion
A
2 –
for
l p
b
l
is
he
d p
ic
le
1
2
6-
b
is
f
T
U
F
(
1
0
)
t
te
t
to
t
c
vo
p
rop
os
a
u
urs
ua
n
ar
o		 F C A

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

1
2.
Au
t
ho
iza
t
ion
fo
t
he
ha
d
d
isp
i
t
ion
f
tre
ha
in
de
to
t
t
he
2
0
2
0
P
F
A
Sy
tem
fo
t
he
r
r
p
ur
c
se
a
n
os
o
as
ur
y
s
res
or
r
su
p
p
or
s
r
Pe
l
F
ina
ia
l
A
dv
iso
Re
la
te
d a
d c
t r
lu
t
ion
rso
na
nc
rs
n
on
se
q
ue
n
es
o
s.
Se
ion
A
for
lu
ion
d
by
he
Bo
d o
f
D
ire
(
9
)
t
te
t
t
tor
c
– v
o
re
so
p
rop
os
e
ar
c
s		 F C A
Se
ion
A
2 –
for
l p
b
l
is
he
d p
ic
le
1
2
6-
b
is
f
T
U
F
(
1
0
)
t
te
t
to
t
c
vo
p
rop
os
a
u
urs
ua
n
ar
o		 F C A
1
3.
Am
dm
ts
to
t
he
Pr
du
fo
S
ha
ho
l
de
'
Me
t
ing
en
en
oc
e
res
r
re
rs
e
s.
Se
for
f
(
)
t
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DATE SIGNATURE

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Instructions for filling in and submitting the form

    1. The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within April 24, 2020, using one of the following methods:
    2. 1) Registered Email Holders (PEC): as an attachment document (PDF format) sent to [email protected] in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;
    3. 2) ature Holders (FEA): as an attachment document with ature sent to [email protected] in the event that the Proxy Grantor (as Individual or as Legal Entity) is a ature Holder;
    4. 3) Common Email address Holders: as an attachment document (PDF format) sent to [email protected]. In this case the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. via Nizza 262/73, 10126 Torino;
    5. 4) Via FAX: number 0110923202.

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

    1. Specify the capacity of the proxy signatory, attach documentary proof of his power.
    1. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.
    1. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.
    1. Reference to the communication made by the intermediary and its name.
    1. Provide details of a valid form of identification of the proxy signatory.
    1. Provide the name and surname of the signatory of the Proxy form and Voting instructions.
    1. Pursuant to article 135-undecies, subsection 3, of Italian Legislative Decree no. 58/1998, "Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried".
    1. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company website www.finecobank.com.

Computershare S.p.A., as Designated Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Section A.

The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).

    1. If the Section A2 is on the form, it collects instructions when an alternative, complementary or additional resolution to the motion proposed by the Board of Directors had been presented and published pursuant to art. 126-bis of the TUF, within the term and in the cases provided. The Designated Representative shall vote on each motion in accordance with the instructions and the delegating party shall give instructions consistent with the type of proposals (alternative or complementary) published.
    1. In the absence of a proposal from the Board of Directors or other proposal published subsequently and reported in the instruction form, the Designated Representative will be called to approve a proposal from those presented at the meeting by the President on behalf of the proposing subjects. Therefore the voting instructions are collected by the Designated Representative in Section C as the only expression of vote on the proposals presented by the subjects indicated therein. The voting instructions provided in relation to the different characteristics of the proposers indicated in Section C may also be identical to each other but bind the Designated Representative to cast the vote only if the proposer has the characteristics indicated in the correspondent instruction. In the case of several proposals submitted by various subjects holding minority interests not previously disclosed and not reported in the instruction form, the Designated Representative will not be able to cast any vote.
    1. Indicate the number of the list (as provided on the Company website) that you want to vote "for" or indicate your preference to vote against (C) or to abstain (A) which will apply to all lists. If only one list is presented, the voting instructions will relate to that one.

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Italian Legislative Decree no. 58/98 (T.U.F) Article 135-decies

(Conflict of interest of the representative and substitutes)

  1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.

  2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

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

b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;

c) is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);

d) is an employee or auditor of the company or of the persons indicated in paragraph a);

e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);

f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.

  1. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.

  2. This article shall also apply in cases of share transfer by proxy.

Article 135-undecies

(Designated representative of a listed company)

  1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.

  2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.

  3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.

  4. The person designated as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party designated as representative may not be assigned proxies except in compliance with this article.

  5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Law-Decree nr. 18 on March 17th, 2020

Art. 106 (Rules relating to the conduct of Company Shareholders' meetings)

[...] 4. To attend ordinary or extraordinary Shareholders' Meetings, Companies with listed shares can designate the Representative pursuant to article 135-undecies of Italian Legislative Decree nr. 58 on 24 February 1998, even if the Articles of Association decree otherwise. The Companies can also provide in the notice calling the Shareholders' meeting that the Designated Representative pursuant to article 135-undecies of the Italian Legislative Decree n. 58, on 24 February 1998, will be the only subject entitled to attend the Meeting; to the aforementioned Designated Representative may also be confer proxies or subdelegations pursuant to article 135-novies of the Italian Legislative Decree n. 58, on 24 February 1998, notwithstanding the provision of art. 135-undecies, paragraph 4, of the same Decree.

  1. Paragraph 4 also applies to companies admitted on a multilateral trading system and to Companies with financial instruments widely distributed among the public.

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Italian Civil Code Art. 2393

(Derivative action)

  1. A derivative action may be brought against directors pursuant to a resolution approved by shareholders, even if the company is in liquidation.

  2. A resolution relating to the responsibility of directors may be put to the vote at a general meeting called for approval of the annual financial statements, even if such resolution is not on the meeting agenda, provided that it relates to matters occurring within the period to which the financial statements relate.

  3. A derivative action may also be brought by a resolution of the board of statutory auditors passed by a two-thirds majority of its members.

  4. Such action may be brought within five years of the expiry of the director's term of office.

  5. The approval of a resolution to bring derivative action shall result in the removal of the director against whom such action is brought provided that votes representing at least one fifth of share capital are in favor. In such an event, shareholders shall provide for the replacement of that director.

  6. The company may waive its right to bring derivative action and accept a settlement, subject to the waiver and settlement having been approved by shareholders, and provided that such motion is not opposed by minority shareholders representing at least one fifth of share capital, or, for listed companies, at least one-twentieth of share capital, or such percentage as may be established in the company's by-laws in relation to derivative actions brought by the company pursuant to Article 2393-bis.

INFORMATION ON PERSONAL DATA PROCESSING

Pursuant to the Regulation(EU) 2016/679 (the "Regulation")

Personal Data Controller

Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, 19 (hereinafter, "Computershare" or the " Controller"), Designated Representative of the company pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF), as controller of "Processing" (as defined in article 4 of the Regulation) of Personal Data (as defined below) provides the present "Information on Personal Data Processing", in compliance with the provisions of the applicable law (article 13 of Regulation and subsequent national legislation)

Object and methods of processing

The personal data of the shareholder and of his possible representative (hereinafter, the "Delegating party"), as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the shareholding (hereinafter "Personal Data") are communicated by the Delegating party, even by electronic means, to Computershare through this form, in order to grant the proxy to attend and to vote at the shareholders' meeting on behalf of the Delegating party according his voting instructions

The Controller process the Personal Data of the Delegating party reported in this form, lawfully, fairly and limited to what is necessary in relation to the purposes for which they are processed. The processing - as collection or any other operation as set forth in the definition of "processing" pursuant article 4 of the Regulation – shall be performed by papery or automated means, implementing the appropriate organizational and logical measures required by the purposes here above mentioned.

Purpose and legal basis of the Processing

The purpose of the Processing by the Controller is to allow the correct expression of voting instruction by the Designated Representative in the shareholders' meeting on behalf of the Delegating Party, in compliance with the provisions of the aforementioned art. 135-undecies of TUF.

The legal basis of the Processing is represented by:

  • contractual obligations: to comply with the obligations arising from the agreement between the Delegating Party and the Designated Representative;
  • legal obligations: to comply with the legal obligations the Designated Representative shall fulfil towards the company and the Authorities.

The collection and the Processing of Personal Data is necessary for the purposes indicated above. Failure to provide the aforementioned Personal Data implies, therefore, the impossibility to establish and manage the above agreement.

Recipients, storage and transfer of Personal Data

The Personal Data will be made accessible, for the purposes mentioned above - before, during and after the shareholders' meeting - to the employees and collaborators of the Controller who are in charge of Processing.

The Personal Data provided will be kept for a period of at least 1 year, in accordance with current legislation and will be disclosed to third parties only in compliance with legal obligations or regulations or at the request of the Authorities. This period is consistent with the provisions of current legislation.

Personal Data will be processed within the European Union and stored on servers located within the European Union. The Personal Data will be communicated to the Company to comply with the obligation under the law regarding the shareholders meeting's minutes, updating of shareholders' register and to third parties only if required by the Authorities.

Rights of the Delegating party

The Delegating Party has the right to ask, in every moment, which Personal Data and how they are processed. The Delegating party may ask to update, complete, correct or even erase the Personal Data. The Delegating party can also ask to restrict the use of his Personal Data or withdraw the consent to use them, but in such case it will be impossible to attend and vote at the shareholders' meeting. The Personal Data and the voting instructions will be kept for 1 year at disposal of the Authorities.

For the exercise of the aforementioned rights, the Delegating party can write to Computershare to the address reported in the form or to the following email address [email protected]. For the Privacy Policy and all Computershare activities, please visit our website https://www.computershare.com/it/Pages/Privacy.aspx.

Computershare S.p.A.

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