Nexi — Proxy Solicitation & Information Statement 2021

Apr 1, 2021

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27 and as extended by effect of paragraph 6 of art. 3, D.L. 183/2020, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135 undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135 novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Appointed Representative - Spafid declares that it has no own 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. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Spafid will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Spafid will not vote for such items.

With reference to the Ordinary General Meeting of NEXI S.p.A. to be held on May 5th, 2021, at 10:00 a.m., in single call, be made exclusively through video or telecommunication, as set forth in the notice of the shareholders' meeting published on the Company's website at www.nexi.it, in the section "Investors/Shareholders' Meetings/2021" and, in abridged form, in the Italian daily newspaper "la Repubblica" on April 2nd, 2021 and having regard to the Reports on the items on the Agenda made available by the Company(§)

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

PROXY FORM

Complete with the information requested at the bottom of the form (§)

I, the undersigned (party signing the proxy)	(Name and Surname) (*)
Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
Resident in (*)	Address (*)
Phone No. (**)	Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)	Issued by (*)	No. (*)

(§)The Company will process the personal data in accordance with the information attached. (*) Mandatory. (**) It is recommended to fill.

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

	in quality of (tick the box that interests you) (*)
shareholder with the right to vote   pledge 	OR IF DIFFERENT FROM THE bearer  usufructuary  custodian  manager 	SHARE HOLDER legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed) other (specify)	………………………………………………………………………………………………
(complete only if	Name Surname / Denomination (*)
the shareholder is different from the	Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
proxy signatory)	Registered office / Resident in (*)
Related to
	No. (*) _______ shares Nexi S.p.A. - ISIN IT0005366767	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) No.	________	Supplied by the intermediary:		_________

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES SOCIETÀ PER AMMINISTRAZIONI FIDUCIARIE SPAFID S.P.A. ("SPAFID"), with registered office in Milan, Tax Code no. 00717010151, 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 Appointed 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;

• to have requested from the custodian the communication for participation in the Meeting as indicated above;

• that there are no reasons for incompatibility or suspension of the exercise of voting rights;

• (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZE Spafid and the Company 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 and Date) * (

Signature) *

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

VOTING INSTRUCTIONS

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned (3) (Personal details) __________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________

Hereby appoints Spafid to vote in accordance with the voting instructions given below at Ordinary General Meeting of NEXI to be held on May 5th, 2021, at 10:00 a.m., in single call, be made exclusively through video or telecommunication

RESOLUTIONS SUBJECT TO VOTING

1. Approval of the financial statements as at December 31st, 2020, together with the Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the external Statutory Auditor. Presentation of the consolidated financial statements as at December 31st, 2020 and of the consolidated non-financial statement prepared pursuant to Legislative Decree no. 254/2016. Related and consequent resolutions.

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

2. Resolutions pursuant to art. 123.ter, paragraph 6 of Legislative Decree 24 February 1998, n. 58 relating to the second section of the Report on the remuneration policy and remuneration paid, prepared pursuant to art. 123-ter of Legislative Decree no. 58/1998 and art. 84-quater of the regulation adopted with Consob resolution no. 11971 of May 14th, 1999.
Proposal of the Board of Directors		Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box	Modify the instructions (express preference)
confirms the instructions revokes the instructions	 In Favour : _________			 Against	 Abstain
3. Proposal for authorization to purchase and dispose of treasury shares, subject to revocation of the authorization granted by the Shareholders' Meeting of May 5, 2020. Related and consequent resolutions.
Proposal of the Board of Directors		Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box	Modify the instructions (express preference)
confirms the instructions revokes the instructions	 In Favour : _________			 Against	 Abstain

(Place and Date) * (

Signature)

*

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

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 Appointed Representative to vote as follows:

Tick only one box In Favour Against Abstain

(Place and Date) * (

Signature) * PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83 sexies, Legislative Decree 58/1998)

• The proxy must be dated and signed by the delegating party.
• Representation may be conferred only for single meetings, with effect also for subsequent calls.
• In the case of co-ownership of shares, the proxy must always be issued with the signature of all the co-owners.
• (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 Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

The proxy with the relating voting instructions shall be received 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,

(in the event of a sub-proxy, the following must be sent to the Appointed Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

• i) transmission of an electronically reproduced copy (PDF) to the certified email address assemblee@pec.spafid.it (subject line "Proxy for NEXI 2021 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
• ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Spafid S.p.A., Foro Buonaparte 10, 20121 Milan (Ref. "Proxy for NEXI 2021 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to assemblee@pec.spafid.it (subject line: "Proxy for NEXI 2021 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

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) 02.80687319 – 02.80687335 (during open office hours from 9:00 a.m. to 5:00 p.m.).

PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 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 Headquarters at 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/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998

PRIVACY STATEMENT PURSUANT TO ARTICLES 13 AND 14 OF REGULATION (EU) 2016/679

Pursuant to Articles 13 and 14 of EU Regulation 2016/679 (hereafter Privacy Law), Nexi SpA (hereafter Nexi) - Data Controller - informs you that the data contained in this delegation form are processed for purposes related to the management of the activities of the bodies social (an example: verify the legitimacy powers, participate in the Shareholders' Meeting, delegate voting for a long time). The legal basis of the processing is given by the fulfillment of legal obligations to which Nexi is subject. The same data may be known by Nexi employees specifically authorized to process it, such data may also be disclosed to specific authorized subjects, belonging to other companies of the Nexi Group, and to external companies that support Nexi in the exercise of its activities. These companies can operate as data controllers, in total autonomy with respect to Nexi, or as data processors specifically appointed by Nexi. Finally, the data can be communicated to the Judicial Authority and to the Supervisory Authority. The processing of personal data or personal data referred to third parties (e.g. delegated subjects or their substitutes) communicated will take place, in compliance with the provisions of the Privacy Law, through paper, IT or telematic tools, with logic strictly related to the purposes indicated and, in any case, with suitable methods to guarantee their security and confidentiality in compliance with the Privacy Law. In relation to the above purpose, Nexi processes Personal Data such as, by example and without limitation, personal data (e.g. name, surname, address, date of birth, identity card, tax code. The data are stored by Nexi within the territory of the European Union in compliance with the law provisions (maximum 10 years from the end of the relationship). The interested party has the right at any time to obtain confirmation of the existence or otherwise of the same data and to know its content and origin, verify its accuracy or request its integration or updating, or rectification (articles . 15 and 16 of the GDPR). In addition, you have the right to request cancellation, limitation to processing, withdrawal of consent, data portability as well as to propose a complaint to the supervisory authority and to oppose in any case, for legitimate reasons, to their treatment (art. 17 and following of the GDPR). These rights can be exercised by written communication accompanied by a valid identity document of the person concerned to be sent to: dpo@nexi.it. The Data Controller is Nexi S.p.A. with registered office in Milan, Corso Sempione n. 55. The Data Protection Officer to contact for any request regarding the processing of their personal data is the Head of the Compliance & AML Function, who can be contacted by writing to the following e-mail address: DPO@nexi.it.