Giglio.Com — Proxy Solicitation & Information Statement 2019

Dec 19, 2019

PROXY FORM¹

With regards to the Extraordinary Shareholders' Meeting of Giglio Group S.p.A. held in single call on 20 January 2020 at 11.00 AM in the notary's office Bonacci-Folladori, in Milan, via Cesare Battisti 8 - 20122, in single call as per notice of call published on the Company's website www.giglio.org on 19 December 2019, with the following agenda:

1. Approval of the project of merger by incorporation of Ibox S.r.l. company into Giglio Group S.p.A.. Resolutions pertaining thereto and resulting therefrom.

Having examined the Reports on the issues on the agenda, as well as the documents made available by the Company,

	the undersigned (signatory of the proxy 2)
		Name ___________Surname______
	Born in* ______	on*________
	street_________	Residing in ____ postal code______
		Tax Number _____________
		ID (valid and to be annexed) _______
	No.____
		AS
		(tick the corresponding box)
o	securities account ____	Shareholder of no.* ____ordinary shares of Giglio Group S.p.A. held in the no. ___ with the ABI	following intermediary __________
	CAB_______
o	Individual with voting right capacity as*_________	for no.* ____ Giglio Group S.p.A. shares in his 3

WITH THIS PROXY

^(*) Mandatory field

⁽ 1 ) All parties with a legitimate right to attend the Meeting may grant powers of representation to a person of one's own choice through written proxy, pursuant to applicable laws, by signing this proxy form.

⁽ 2 ) State name and surname of the delegating subject, as it appears on the copy of the communication for participation in the shareholders' meeting referred to in article 83-sexies of Legislative Decree 58/1998 (CFA), or of the legal representative of the delegating legal person.

o	Legal representative or individual with appropriate powers of representation 4 of (name of legal person with voting powers)*_________ with legal office
	in*________					street*____						tax
									number*__________			(annex
	_____		shares	of	Giglio	Group	S.p.A.	held	in the	securities		the documents proving the powers of representation) who owns the voting right for no.* account
	no.___ _________				with		the		following			intermediary
												ABI ______ CAB_____ in its capacity of (tick the
	appropriate box)*
o	shareholder					3
o					______
						DELEGATES
	Mr/Ms (the delegated individual)
	Name___________Surname______
Born	on*_____________			in*								______
Residing	street_________	in			_______				postal			code___
	Tax Number _____________
	ID (valid and to be annexed) ___________
	No.____
									TO ATTEND AND TO REPRESENT HIM/HER AT THE SHAREHOLDERS' MEETING
	with the power to be substituted in turn by 5:
	Mr/Ms (the delegated individual)
	Name _______Surname_____
	Born in ______ on________
Residing	street__________	in			_______				postal			code___
	Tax number ______________
	ID (valid and to be annexed) ______
	No.____

⁽ 3 ) State legal title (e.g., secured creditor, assignee, usufructuary, custodian, manager...) under which the voting right is conferred.

⁽ 4 ) Delegating legal person, as it appears on the copy of the communication for participation in the shareholders' meeting referred to in article 83-sexies of Legislative Decree 58/1998 (CFA).

⁽ 5 ) The represented can state one or more replacements for the representative. The substitution of the representative with a replacement with conflict of interests is allowed only if the replacement has been stated by the shareholder.

Place and Date Signature of Delegating

Person

Moreover, the undersigned declares that his/her voting right shall be exercised by the delegated individual (tick the appropriate box)6:

o discretionally, absent specific instruction from the undersigned delegating person

__________________________ ________________________________

_____________________________ _____________________________

o in accordance with specific voting instructions imparted by the undersigned delegating person

Place and Date Signature of Delegating Person

PROXY TRANSMISSION

It is noted that, pursuant to Art. 135-novies, par- 5 of the Legislative Decree no. 58/1998, "the representative may deliver or send to the Company, instead of the original, a copy of the proxy, also in an electronic format, certifying under his or her responsibility the conformity of the proxy t the original version and the identity of the delegating person. The representative shall preserve the original proxy and keep track for one year, starting form the end of the Meetings' works, of any voting instruction received".

The voting proxy can be submitted to the Company through registered mail at the registered office (Piazza Diaz 6, Milan, 20123), to the attention of the Company's Legal and Corporate Affairs Office, as well as through electronic mail at giglio@arubapec.it.

⁽ 6 ) The shares in relation to which "voting rights are assigned by proxy, on the condition that such rights may be exercised discretionally, absent specific instructions from the delegating person" are considered as shareholdings for the purpose of disclosure regulated by Art. 120 of Legislative Decree no. 58/1998.

PRIVACY POLICY

PROPRIETOR OF THE TREATMENT OF PERSONAL DATA

Giglio Group S.p.A., with registered office in Milan, Piazza Generale Armando Diaz 6, 20123 (hereinafter also referred to as the "Proprietor"), in its capacity as Proprietor of the treatment, shall treat the Personal Data (as defined herewith) in accordance with the provisions of the regulations governing the protection of personal data (Art. 13 and 14 of EU Regulation no. 670/2016 - "GDPR" and of the Legislative Decree no. 196 of 30 June 2003) and with this policy.

DATA PROTECTION OFFICER (DPO)

The Proprietor appointed a DPO, which can be contacted at the following e-mail address dpo.gigliogroup@giglio.org or through registered mail at the Data Protection Officer Office in Milan, Piazza Diaz 6, 20123.

OBJECT AND MODALITY OF THE TREATMENT

The Proprietor shall treat the personal data identifying You (e.g. name, surname, address) and by You communicated, or the personal data concerning third parties (e.g. delegated individuals or their replacements) communicated by You ("Personal Data") for the participation in the Shareholders Meeting of 20 January 2020 at 11:00 AM ("Meeting") through proxy and for other activities of the meeting.

The treatment of Personal Data for the purpose of this privacy statement entails any operation or group of operations carried out with our without the help of automated processes to be applied to Personal Data, such as collection and registration.

This data can be made available to employees or collaborators of the Proprietor - or, when necessary, to companies that carry out technical or organisational tasks on behalf of the latter for the aforementioned purposes - who are specifically authorised to treat them as Responsible Persons or Delegates, for the achievement of the same objectives: the data can be sent or communicated to specific subjects so as to fulfil a legal obligation, regulation or UE legislation, or on the basis of provisions imparted by Authorities legitimated to do so by law or by supervisory and control bodies.

More specifically the data subject shall have the right to know, at any given moment, the personal data under treatment, their origin or the way they are being used, as well as the names of the persons responsible for their treatment, pursuant to Art. 7 of Legislative Decree no. 196/2007; moreover, the data subject has the right to update, correct, integrate or cancel said data, as well as blocking it and opposing its treatment. The exercise of said rights can be enforced by contacting the Company through written request to be sent to the DPO via e-mail dpo.gigliogroup@giglio.org or through the DPO Office in Milan, Piazza Diaz 6, 20123.