Nexi — Proxy Solicitation & Information Statement 2024

Mar 29, 2024

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

and to Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency of COVID-19" ("Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Article 11, paragraph 2, of Law no. 21 of 5 March 2024, containing measures to support the competitiveness of capital and delegation to the Government for the organic reform of provisions concerning capital markets contained in the consolidated text of Legislative Decree no. 58 of 24 February 1998, and provisions concerning capital companies contained in the Civil Code applicable also to issuers.

In accordance with Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 (the "Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by virtue of Article 11, paragraph 2, of Law n. 21 of 5 March 2024, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned "Cura Italia" Decree, the Designated 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 Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, 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, Monte Titoli 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, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.

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.

With reference to the Ordinary and Extraordinary General Meeting of NEXI S.p.A. to be made exclusively by video or telecommunication on 30 April 2024, at 10:00 a.m., on single call, as set forth in the notice of the shareholders' meeting published on the Company's website at www.nexigroup.com in the section "https://www.nexigroup.com/en/group/governance/shareholdersmeetings/2024/extraordinary-and-ordinary-meeting-30042024/" on 29 March 2024 , and, in abridged form, in the Italian daily newspaper "Corriere della Sera" and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

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. (*)

referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. ___________________________

NEXI S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote  pledge 	bearer  usufructuary 	OR IF DIFFERENT FROM THE SHARE HOLDER custodian  manager 	 legal representative or subject with subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed) other (specify) ………………………………………………………………………………………………
		Name Surname / Denomination (*)
(complete only if the shareholder is different from the proxy signatory)	Born in (*)		On (*)	Tax identification code or other identification if foreign (*)
	Registered office / Resident in (*)
Related to				Registrated in the securities account (1) n. ___ at the custodian _ ABI _ CAB __

Supplied by the intermediary: _________________________________

DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.
DECLARES

• the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;
• 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.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) *

No. (*) ___________ ordinary shares ISIN ISIN IT0005366767

(Signature) *

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)(3) __________________________________________________________________________________________________________

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

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting of NEXI S.p.A. to be made exclusively by video or telecommunication on 30 April 2024, at 10:00 a.m., on single call.

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

Ordinary Part

1. Approval of the financial statements as of December 31st, 2023, 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 of December 31st, 2023 and of the consolidated non-financial statement prepared pursuant to Legislative Decree No. 254/2016, as subsequently amended and supplemented. Related and consequent resolutions.

SECTION A Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory		 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

2. Report on remuneration policy and compensation paid:

a. Section I: report on the remuneration policy for the financial year 2024 (binding resolution);
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

b. Section II: report on remuneration granted in the financial year 2023 (non-binding resolution).
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

3. Proposed authorisation to purchase and dispose of treasury shares, subject to revocation of the authorisation granted by the Shareholders' Meeting of May 4th, 2023 for the portion which was not implemented. Related and consequent resolutions.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

4. Appointment of a Director to supplement the Board of Directors following resignation and co-option. Related and consequent resolutions.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______ Against   Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Extraordinary Part

1. Cancellation of treasury shares with no reduction of share capital; consequent amendment to clause 6 of the Articles of Association. Related and consequent resolutions.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______ Against   Abstain

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 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	In Favour	Against	Abstain
appoints the Designated Representative to vote as follows:

(Place and Date) *

(Signature)

*

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 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)

• (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 Designated 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 RD@pec.euronext.com (subject line "Proxy for Nexi April 2024 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: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for Nexi April 2024 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com (subject line: "Proxy for Nexi April 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 Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.com or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

NEXI's privacy policy:

Pursuant to Regulation (EU) 2016/679 (hereinafter, "GDPR" or "Privacy Law") and current national legislation on the protection of personal data (hereinafter, together with the GDPR, "Privacy Law"), Nexi S.p.A. (hereinafter, "Nexi"), as Data Controller, is required to provide information on the use of personal data.

a) Purpose of the processing and legal ground

The data contained in this delegation form are processed for purposes related to the management of the activities of the corporate bodies (i.e.: verify the legitimacy powers, participate in the Shareholders' Meeting, send the power of attorney to vote). The legal basis of the processing is given by the fulfillment of legal and contractual obligations to which Nexi is subject.

b) Processing logics

The processing of personal data will take place in compliance with the provisions of the Privacy Law, by means of paper, computer or telematic tools, with logic strictly related to the purposes indicated and, in any case, with methods suitable to guarantee security and confidentiality in accordance with the Privacy Law.

c) Communication Data

The 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, or as data processors specifically appointed by Nexi. Finally, the data can be communicated to the relevant Authorities.

d) Data Retention

The data are stored by Nexi within the European Union in accordance with the principles of proportionality and necessity. In particular, the collected data are stored for a period of time not exceeding the achievement of the purposes for which they are processed and in compliance with specific regulatory requirements.

e) Rights of the data subject

The interested party has the right at any time to obtain confirmation of the existence or otherwise of the data and to know its content and origin, verify its accuracy or request its integration or update, or rectification (articles 15 and 16 of the GDPR). In addition, it has 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 to be sent to: dpo@nexigroup.com. Finally, the interested party has the right to complain to the Data Protection Authority.

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 the personal data is the Head of the Compliance Function, who can be contacted by writing to the following e-mail address: dpo@nexigroup.com