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Giglio.Com

Proxy Solicitation & Information Statement May 19, 2024

4456_dirs_2024-05-19_2b1d55d3-89bf-4804-87cc-b4ebb26ae543.pdf

Proxy Solicitation & Information Statement

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PROXY FORM1 FOR REPRESENTATION IN THE SHAREHOLDERS' MEETING pursuant to Art. 135-novies of Legislative Decree no. 58/1998

With regard to the Ordinary Shareholder's Meeting of Giglio Group S.p.A. scheduled for 28 June 2024 ar 12:00 in single call in Piazza della Meridiana, 1 - 16124 - Genoa (GE), as per call published on the website of the Company at www.giglio.org in the "Corporate Governance – Shareholders' Meeting" section and as an excerpt on the newspaper "Il Domani" on 19 May 2024 and

having read the documentation made available by the Company,

with this proxy

the undersigned (signatory of the proxy 2)

Name………………………………………………. Surname………………………………………. born
in……………………………………………on ……………………………………………
residing
in
……………………………….… address ………………………………………………
Tax
number
………………………………………………………………………………………… ID (type and to be
enclosed) ……………………… no. ………….……………

AS

(tick the corresponding box)

subject with voting rights for no.* …………………… Giglio Group S.p.A. ordinary shares in his/her capacity as (tick the relevant box)* □ shareholder □ secured creditor □ assignee

□ usufructuary □ custodian
□ manager □ other (please specify)……………

legal representative or person with suitable powers of representation of (name of the legal person holding the right to vote3)* …………………………………………… with registered office in* …………………………………………… address* ………………………. Tax/VAT number ……………………………………… (copy of the documents proving the powers of representation must be enclosed) with voting rights for no.* ………… Giglio Group S.p.A ordinary shares. in his/her capacity as (tick the relevant box)*: □ shareholder □ secured creditor □ assignee □ usufructuary □ custodian

□ manager □ other (please specify) …………

(*) 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.

3 () 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).

Decree
no.
58/1998)
carried
out
by
the
intermediary
………………………………………………………………………………
ABI
………………
CAB
………………
gives proxy
to Mr/Ms (the delegated individual)
Name ………………………………………………. Surname ……………………………… born in*
…………………………………………
on*
……………………………………………
residing
in
……………………………………
address
………………………………………………
Tax
number
…………………………………………………………………………………………
to attend and to represent him/her at the Ordinary Shareholders' Meeting
with the power to be substituted in turn by4:
Mr/Ms (the delegated individual)
Name ………………………………………… Surname ………………………………………. born in
……………………………………
on
……………………………………………
residing
in
………………………………………
address
……………………………………………
Tax
number
…………………………………………………………………………………………
____
______
(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) 5 6 :
 discretionally, absent specific instruction from the undersigned delegating person

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

__________________________ ________________________________

(Place and Date) (signature of delegating person)

4 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.

5 It should be noted that, pursuant to Art. 118, par. 1, letter. c) of the Regulation approved by Consob with resolution no. 11971/1999, as subsequently amended and integrated, 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.

6 The granting of a proxy to a representative with a conflict of interest is permitted provided that the representative communicates the circumstances of the conflict of interest in writing to the shareholder and there are specific voting instructions for each resolution in relation to which the representative must vote on behalf of the shareholder (see Art. 135-decies of Legislative Decree no. 58/1998).

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".

Transmission of the Voting Proxy

The proxy can be sent to the Company:

  • By registered letter, to the registered office located in Milan (MI), Via Uberto Visconti di Modrone no. 11, 20122 at least two market days before the date set for the Shareholders' Meeting (i.e. by 26 June 2024) and, in any case, by the opening of the meeting's proceedings; or
  • By certified e-mail, to [email protected] (subject: "Giglio Group Meeting Proxy June 2024"), to the attention of the Legal and Corporate Affairs Office, before the beginning of the Meeting's works.

PRIVACY POLICY

Pursuant to Art. 13 and 14 of European Regulation no. 679/2016 ("GDPR"), the information relating to the processing of personal data is provided.

DATA CONTROLLER OF PERSONAL DATA

Giglio Group S.p.A., with registered office in Milan (MI, ) Via Uberto Visconti di Modrone no. 11, 20122 (hereinafter also referred to as the "Data Controller"), in its capacity as Data Controller, 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.

OBJECT AND MODALITY OF THE PROCESSING

The Data Controller shall process 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 28 June 2024 ("Meeting") through proxy and for other activities of the meeting.

The processing 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 Data Controller 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

process 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 processing, 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 processing. These rights may be exercised by addressing the Company with a written request to the following e-mail: [email protected].

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