Moncler

Proxy Solicitation & Information Statement • May 19, 2020

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 and to art. 106, paragraph 4 of Decree Law no. 18 of March 17, 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia")

Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., with registered office in Milan, via Filodrammatici n. 10, fiscal code n. 00717010151, part of the Mediobanca Banking Group entered on the Register of Banking Groups, authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended (hereinafter "Spafid"), acting in the capacity of "Designated Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of the "Decreto Cura Italia", of MONCLER S.p.A. (hereinafter the "Company" or " Moncler "), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary and Extraordinary Shareholders' Meeting of Moncler be held on June 11, 2020, at 10:30 a.m., with a single call, which shall be deemed to be held at the offices of Moncler S.p.A. as set forth in the notice of the shareholders' meeting published, on 30th April 2020, on the Company's website at http://www.monclergroup.com, under the "Governance/Shareholders' Meeting" Section , with an extract also published in the Italian daily newspapers "Milano Finanza" on May 1, 2020.

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting i.e. by 11:59 p.m. of June 9, 2020.The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Designated Representative

Spafid, as Designated Representative, declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between Spafid and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions..

PROXY FORM

(Section to be notified to the Company via the Designated Representative - Complete with the information requested)(§)

I, the undersigned (party signing the proxy)		Name(*)		Surname(*)
born in (*)		on (*)	Tax identification code or other identification if foreign (*)
resident in(*)		Address (*)
Phone n° (*)	Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)		Issued by () No. ()
		in quality of (tick the box that interests you) (*)
 shareholder with the right to vote  legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)  pledge  bearer  usufructuary custodian  manager  other (specify) ………………………………………………………………………………………………
Name Surname / Denomination: (*)
born in (*)				on (*)
Shareholder (if different)	Registered office / Resident in (*)
Tax identification code or other same document (if foreign) (*)
Related to
n. (*)	shares MONCLER - ISIN IT0004965148	Registrated in the securities account (1) n.		at the custodian	ABI	CAB
	referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) n. Supplied by the intermediary:

DELEGATES the Designated Representative to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES that he/she/it is aware that the proxy to the Designated Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted.

DECLARES to authorize Spafid to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document.

Place/Date* _________, ___________ Signature* _____________________________

(§)The Company will process the personal data in accordance with the attached information, provided by the Company itself, as the data controller .

( *) Mandatory.

(**)It is recommended to fill in order to better assist the delegating party.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

	VOTING INSTRUCTIONS (3) Part 2 of 2
(intended for the Designated Representative only - Tick the relevant boxes)
The undersigned (4) (Denomination /Personal details)
Hereby appoints Spafid to vote in accordance with the voting instructions given below at the Ordinary and single call, by MONCLER S.p.A.		Extraordinary Shareholders' Meeting to be held on June 11, 2020, at 10:30, with a
ORDINARY SESSION
1. Financial Statements for the fiscal year as of December 31, 2019 and allocation of the	Fiscal Year profits:
1.1 approval of the Financial Statements for the fiscal year as of accompanied by the Management Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the Auditing Firm. Presentation of the Consolidated Financial Statements as of December 31, 2019. Presentation of the Consolidated nonFinancial Statements prepared in accordance with Legislative Decree no. 254/16;
Proposal of the board of directors		In favour 	Against 	Abstain 
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the			Shareholders' Meeting(5)
confirms the instructions 	modify the instructions (express preference)
revokes the instructions 	 In favour: _________ Against   Abstain
1.2 allocation of the Fiscal Year profits. Related and consequent resolutions;
Proposal of the board of directors		 In favour	 Against	 Abstain

		 In favour	 Against	 Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____		 In favour	 Against	 Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
 confirms the instructions	modify the instructions (express preference)
	 In favour: _________
 revokes the instructions	 Against
	Abstain 

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

2. Report on the policy regarding remuneration and fees paid pursuant to art. 123-ter, paragraphs 3-bis and 6 of Legislative Decree no. 58/1998;

2.1 binding resolution on the first section concerning the remuneration policy prepared pursuant to art. 123-ter, paragraph 3, of Legislative Decree no. 58/1998;
Proposal of the board of directors		In favour 	Against 	Abstain 
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____		 In favour	 Against	 Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
 confirms the instructions	modify the instructions (express preference)
	 In favour: _________
revokes the instructions 	Against 
	 Abstain

2.2. non-binding resolution on the second section on the policy regarding remuneration and fees paid prepared pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998
Proposal of the board of directors		 In favour	 Against	 Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____		 In favour	 Against	 Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
 confirms the instructions	modify the instructions (express preference)
	In favour: _________ 
 revokes the instructions	 Against
	Abstain 

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

3. Appointment of the Board of Statutory Auditors for the term 2020-2022:
3.1 appointment of three Statutory Auditors and two Alternate Auditors;
Indicate the chosen list or Against /Abstain with reference to all lists		List _ 	Against 	Abstain 
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the		Shareholders' Meeting(5)
confirms the instructions 	modify the instructions (express preference)
revokes the instructions 	In favour: _________  Against   Abstain
3.2 appointment of the Chairman of the Statutory Auditors;
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)

(proposer) _____		 In favour	 Against	 Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
 confirms the instructions	modify the instructions (express preference)
	In favour: _________ 
 revokes the instructions	 Against
	Abstain 

3.3 determination of the annual compensation of the members of the Board of Statutory Auditors.
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____		 In favour	 Against	 Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
confirms the instructions 	modify the instructions (express preference)
	In favour: _________ 
revokes the instructions 	Against 
	 Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

4. Incentive plan based on shares concerning the allocation of ordinary shares of Moncler S.p.A. named "2020 Performance Shares Plan", reserved to executive directors, executives with strategic responsibility, employees and/or collaborators and/or consultants of Moncler S.p.A. and its subsidiaries. Subsequent and related resolutions.
Proposal of the board of directors		In favour 	Against 	Abstain 
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____		In favour 	Against 	Abstain 
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
confirms the instructions 	modify the instructions (express preference)
revokes the instructions 	In favour: _________  Against   Abstain

5. Authorization to the purchase and disposal of treasury shares pursuant to artt. 2357, 2357- ter of the Italian Civil Code, art. 132 of the Legislative Decree no. 58/1998 and art. 144-bis of the CONSOB Regulation adopted with Resolution no. 11971 of May 14, 1999, after revocation, for the portion not implemented, of the resolution on the authorization approved by the ordinary Shareholders' Meeting on April 16, 2019. Related and consequent resolutions.
Proposal of the board of directors		In favour	Against	Abstain
				
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)		In favour	Against	Abstain
(proposer) _____				
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
confirms the instructions	modify the instructions
	(express preference)
 revokes the instructions	In favour: _________   Against  Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

EXSTRAORDINARY SESSION

1. Proposal of delegation of powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, having a duration of five years as from the relevant resolution, to perform a capital increase, free of charge and divisible, in one or more tranches, pursuant to art. 2349 of the Italian Civil Code, in favor of the beneficiaries of the "2020 Performance Shares Plan", through the issuance of maximum no. 2,000,000 ordinary shares, for an overall maximum amount of Euro 400,000, having a value equal to the par value of the Moncler's share at the date of their issuance. Subsequent amendment of art. 5 of the Bylaws. Proposal of the board of directors

		In favour 	Against 	Abstain 
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)		In favour 	Against 	Abstain 
(proposer) _____
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting(5)
 confirms the instructions	modify the instructions (express preference)
	 In favour: _________
revokes the instructions 	Against 
	 Abstain

(Place and Date) (Signature)

__________________________ ________________________________

DIRECTORS' LIABILITY ACTION

In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Designated Representative to vote as follows:
In Favour	Against	Abstain

__________________________ ________________________________

(Place and Date) (Signature)

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting (i.e. by 11:59 p.m. of June 9, 2020), together with:

− a copy of an identification document with current validity of the proxy grantor or

− in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers

by one or other of the following two methods:

• for proxies with eligible electronic or atures, via certified email to the following address assemblee@pec.spafid.it (object " Proxy AGM Moncler 2020"");
• for proxies with autograph signature, to be sent via courier or recorded delivery to Spafid S.p.A. Foro Buonaparte 10, 20121 Milan, Italy (Ref. Proxy AGM Moncler 2020);

The original proxy and voting instructions must be delivered and the proxy may be notified to Spafid S.p.A., including by electronic means, at the email address assemblee@pec.spafid.it (object " Proxy AGM Moncler 2020"").

• (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
• (2) Indicate the Communication reference for the Shareholders' Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Pursuant to Article 135-undecies, paragraph 3, of Legislative Decree no. 58/1998, "The shares for which the proxy was granted, in full or in part, are counted for the purposes of determining that the meeting has been validly convened. In relation to proposals for which voting instructions were not given, the shareholder's shares do not count towards the calculation of the majority and the proportion of capital required for the approval of resolutions."
• (4) Specify name and surname of the signatory of the Proxy and Voting Instructions Form.
• (5) With reference to every items of the Agenda, if significant circumstances occur which are unknown at the time of granting the proxy (i.e. absence of proposals of the Board of Directors or absence of proposals indicated by the proposer in the terms of the law and issued by the Company), or if amendments or additions are made to the proposed resolutions put forward to the meeting and which cannot be notified to the proxy grantor, it is possible to choose from the following options: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. In case no choise is effected by the delegating party, will, as far as possible, confirm the voting instructions given in the main section. If it is not possible to vote according to the instructions given, Spafid will abstain on these matters.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Spafid S.p.A. by email to the following address confidential@spafid.it or by phone at the following telephone numbers (+39) 0280687331 and (+39) 0280687319 (during open office hours from 9:00 a.m. to 5:00 p.m.).

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

PROTECTION OF PERSONAL DATA INFORMATION PURSUANT TO ART. 13 AND ART. 14 OF REGULATION EU 2016/679

Pursuant to Article 13 and Article 14 of Regulation EU 2016/679 and with national legislation and regulations in force on personal data protection, the data contained in the proxy form shall be processed by Spafid S.p.A. – the data controller – for compliance with obligations concerning representation in shareholders meetings and casting the vote of the person who appointed Spafid as a proxy in its capacity as the Designated Proxy, in observance of the instructions issued by that person and also in compliance with the obligations set by law, by regulations and by EU legislation or provisions issued by the supervisory and other authorities.

The legal basis is given by compliance with laws (Art. 2370 of the Italian Civil Code and following articles) and for the relative and consequent compliance obligations.

This data may be known by employees and associate workers of the Spafid S.p.A. who are specifically authorized to process them in their capacity as persons responsible for or appointed to pursue the above aims. The data may be distributed or communicated to specific parties, including those belonging to other companies controlled by Spafid, in compliance with a legal, regulatory or EU obligation or on the basis of orders given by an authority legally empowered to issue them or given by supervisory and control bodies as well as for the purposes strictly connected and instrumental to the performance of the compliance contractual obligations concerning representing and voting for the person who appointed Spafid as a proxy in its capacity as the Designated Proxy. Without the data indicated as compulsory, the Company will be unable to allow the proxy to take part in the Shareholders' Meeting.

The processing of the personal data or of personal data relating to third parties (e.g. delegated persons or their substitutes) communicated by you (the "Personal Data") will take place, in compliance with the provisions of personal data protection legislation and regulations, by using hardcopy, IT or telematic tools, with an approach strictly related to the purposes indicated and in any case in ways appropriate to ensure security and confidentiality in compliance with personal data protection legislation and regulations.

With regard to the purposes described above, Spafid will process personal data such as for the example, but not limited to these, personal details (e.g. first name, last name, address, date of birth, identity card, tax identification number).

A data subject shall have the right to obtain at any time confirmation of whether or not data is held on him/her, to know its content and origin, to check its accuracy or to ask for it to be added to, updated or rectified (Art. 15 and Art. 16 of the GDPR). Furthermore a data subject has the right to ask for the erasure of the data, restrictions on its processing, revocation of consent,

portability of the data as well as the right to make complaints to the supervisory authority and in any event to object to its processing on legitimate grounds (Art. 17 and following of the GDPR). Those rights may be exercised by making a communication in writing accompanied by a valid identity document of the data subject to be sent to: privacy@spafid.it.

The data controller is the company Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with Headquartersat 10, Via Filodrammatici, Milan. Spafid has designated the data protection officer of the Mediobanca Group as its data protection officer.

The Data Protection Officer may be contacted at the following addresses:

• DPO.mediobanca@mediobanca.com
• dpomediobanca@pec.mediobanca.com

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

PRIVACY NOTICE

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

Pursuant to EU Regulation 2016/679 (hereinafter, "GDPR Regulation" or "GDPR") and the current national legislation on the protection of personal data (hereinafter, together with the GDPR, "Privacy Law"), Moncler S.p.A. (hereinafter, the "Company" or the "Data Controller"), acting as Data Controller, is required to provide the delegated party and the delegating party (hereinafter, jointly referred to as "Data Subjects") with information regarding the process of their personal data.

a) Categories of personal data processed

In order to enable the Shareholders to attend the Shareholders' Meeting, also by virtue of proxy, the Company collects and processes the personal data provided in the proxy and the information relating to the place of birth, address of residence and tax code of the delegated party and the information relating to the place of birth, residence address, tax code, ID document and voting rights in the Shareholders' Meeting of the delegating party (hereinafter, jointly referred to as "Personal Data").

b) Purpose of processing and mandatory provision of data

All Personal Data are collected and processed, in compliance with the legal provisions and confidentiality obligations, for the purposes of verifying the proper constitution of the Shareholders' Meeting, verifying the identity and entitlement of those who are attending it, as well as the execution of further compulsory corporate obligations and formalities and Shareholders' Meeting obligation and formalities. The provision of data for such purposes is mandatory. Failure to provide data may result in in non-admission to the Shareholders' Meeting.

c) Legal basis of the processing

The legal basis is the compliance with a legal obligation (art. 2370 c.c. et seq.) and the related and consequent requirements by the Data Controller.

d) Methods of processing

Personal Data are processed, in compliance with the provisions of the Privacy Law, by paper-based, computer or electronic means, with methods strictly related to the indicated purposes and, in any case, with appropriate methods to ensure their security and confidentiality in accordance with the Privacy Law.

e) Communication and dissemination of data

In order to achieve the purposes described in point b) above, the Company's employees who will act as persons authorized to the processing have access to Personal Data. In addition, Personal Data may be communicated to:

a) the entities to whom the communication is required for the compliance with legal and/or regulatory obligations and/or those deriving from EU legislation (taking into account that the Company is listed on a regulated market and, therefore, is subject to additional requirements and information obligations);

b) the company Spafid S.p.A. which is acting as Data Processor;

c) other third-party suppliers which provide services to the Company and which are authorized by the Company, if necessary, to act as Data Processor.

The list of subjects to whom the Personal Data are communicated can be asked by sending an email to: privacy@moncler.com.

f) Data retention

All Personal Data are stored, together with the documents produced during the Shareholders' Meeting, by the Company in order to document what has been transcribed in the minutes. In compliance with the principles of proportionality and necessity, Personal Data will be stored in a form that allows to identify the Data Subjects for a period of time not exceeding the fulfilment of the purposes for which they are processed and, in any case, no longer than ten years.

g) Data Subject's rights

Data Subjects have the right, at any time, to obtain confirmation as to whether or not such data exist and to be informed of their content and source, to verify their accuracy or to request them to be completed, updated or rectified (Articles 15 and 16 of the GDPR).

In addition, Data Subjects have the right to request the erasure and restriction to processing.

The rights listed above can be exercised by sending a written communication to: privacy@moncler.com.

The Data Controller, also through the designated units, shall take charge of the request and provide, without undue delay, information relating to the action taken in relation to the same. In the event that the processing of Personal Data is in violation of the provisions set forth by the GDPR, Data Subjects have the right to lodge a complaint to the Italian Data Protection Authority (the "Garante per la protezione dei dati personali"), by using the contact details available on the website www.garanteprivacy.it, or to bring an action before the appropriate courts.

h) Data Controller and Data Protection Officer

The Data Controller is Moncler S.p.A, with legal office in Milan, Via Stendhal 47.

The Company has appointed a Data Protection Officer that may be contacted at the following address: dpo@moncler.com.

Moncler S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

Legislative Decree no. 58/1998

Article 126-bis

(Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions)

1. Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135.

2. Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.

3. The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.

4. Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the same time as publishing news of the integration or presentation, in the ways pursuant to article 125-ter, subsection 1.

5. If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management control committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, having heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree. The decree is published in the ways set out by article 125-ter, subsection 1.

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. 1. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:
3. a) has sole or joint control of the company, or is controlled or is subject to joint control by that company;
4. b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;
5. 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);
6. d) is an employee or auditor of the company or of the persons indicated in paragraph a);
7. e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);

8. 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.

9. 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.

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

PROXY FORM TO THE DESIGNATED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

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 appointed 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 appointed 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.

Civil Code Art. 2393 (Directors liability action)

1. The liability action against the directors is started upon resolution of the meeting also when the company is in liquidation.

2. The resolution concerning the directors' liability can be adopted on the occasion of the discussion of the financial statements, although not indicated in the item of the agenda, when it concerns circumstances occurred in the same financial year.

3. The liability action can also be started upon resolution of the Supervisory Board adopted by two thirds of its members.

4. The action must be started within five years from the termination of office of the director.

5. The resolution concerning the directors' liability action implies the revocation from office of the directors against whom it is started, provided that it is approved by at least one fifth of the share capital. In this case the meeting provides for their replacement.

6. The company can waive the directors' liability action and can compromise, provided that the waiver and the settlement are expressly approved by the meeting and provided also that a minority of shareholders representing at least one fifth of the share capital does not vote against or, in case of issuers of financial instruments widely distributed among the public, at least one twentieth of the share capital or the different quantity provided for by the by-laws for the exercise of the directors' liability action pursuant to first and second paraghraph of art. 2393-bis.

DECREE LAW No 18 of 17 March 2020 Article 106 (Rules for the conduct of shareholders' meetings)

[…] 4. Companies with listed shares may appoint the representative required by Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even if the Bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the Designated Representative designated pursuant to article 135-undecies of legislative decree no. 58 of 24 February 1998; the aforementioned Designated Representative may also be granted proxies or sub- proxies pursuant to article 135-novies of legislative decree no. 58 of 24 February 1998, as an exception to article 135-undecies, paragraph 4, of the same decree.

1. Paragraph 4 also applies to companies admitted to trading on a multilateral trading facility and to companies with shares widely distributed among the public. […]

2. The provisions of this Article shall apply to assemblies convened by 31 July 2020 or by the date, if later, until the state of emergency on national territory relating to the health risk associated with the outbreak of the COVID-19 epidemic is in force.