Orsero — Proxy Solicitation & Information Statement 2023

Nov 15, 2023

PROXY FORM¹ FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING

pursuant to Art. 135-novies, Italian Legislative Decree no. 58/1998

With reference to the Ordinary Shareholders' Meeting of Orsero S.p.A. to be held on December 20, 2023 at 3:00 p.m., on single call, at the firm of the Notary Marchetti in Milan, at Via Agnello no. 18, as set forth in the notice published on Sole 24 Ore on 16 of November , 2023 e and on the Company's website (www.orserogroup.it, "Governance/Shareholder's Meeting" section)

having viewed the documentation made available by the Company,

with this form

the undersigned (signatory of the proxy2 )
First	Name*……………………………………………….	Last			Name*	born
	inon				resident	of
	street	Tax	code
			Valid	identity	document	(type)
	(copy to be attached) no.

in the capacity of

(check the applicable box)

	party to whom voting rights are attributed regarding * ordinary shares of Orsero S.p.A. in the capacity of (check the applicable box)*
	□ shareholder	□ secured creditor	□ repo buyer
		□ usufructuary	□ custodian
		□ manager	□ other (specify)
	legal representative or person with appropriate powers of representation of (name of legal entity holding voting right3 ) with registered office in street Tax code/VAT number (copy of documentation proving powers of representation to be attached) to which the voting right is attributed regarding * ordinary shares of Orsero S.p.A. in the capacity of (check the applicable box):
	□ shareholder	□ repo buyer
		□ usufructuary	□ custodian
		□ manager	□ other (specify)
	referred to in the communication (pursuant to Art. 83-sexies of Italian Legislative Decree no. 58/1998) no. ________ made by the intermediary ……………………………………………………………………………… ABI [Italian Banking Association Code] ……………… CAB [Branch Code] ………………
delegates
	Mr./Mrs. (delegated party)
First	Name*……………………………………………….	Last Name*	born in*
			on* resident of
street			Tax code

^(*) Required field

¹ Any person entitled to attend the Shareholders' Meeting may be represented by a person of his or her choice by means of a written proxy in accordance with current legal provisions, by signing this proxy form.

² Indicate the first and last name of the delegating party (as it appears on the copy of the communication to attend the shareholders' meeting referred to in Art. 83-sexies, Italian Legislative Decree 58/1998) or the legal representative of the delegating legal entity.

³ Delegating legal entity as it appears on the copy of the communication to attend the shareholders' meeting referred to in Art. 83-sexies, Italian Legislative Decree 58/1998.

to attend and represent him/her at the Ordinary Shareholders' Meeting

with the right to be replaced in turn by⁴ :

Mr./Mrs. (person indicated by the delegating party)
First	Name			Last	Name				born	in
			on resident of
			street Tax code

__________________________ __________________________

(Place and Date) (Signature of the delegating party)

In order to facilitate participation in the Shareholders' Meeting, you are invited to send this proxy in advance as soon as possible, together with a valid ID of the delegating party and the proxy and, in the case of a legal entity, a copy of the proxy signatory's powers of representation, by registered mail to the registered office (Via Vezza d'Oglio 7, Milan) or by electronic notification to the certified mail address www.orserogroup.it

⁴ The represented person may designate one or more substitutes for the representative pursuant to Art. 2372, paragraph 3 of the Italian Civil Code.

ANNEX

INSTRUCTIONS FOR FILLING OUT THE PROXY VOTING FORM FOR REPRESENTATION AT THE MEETING

If it is not possible to attend the Shareholders' Meeting, the eligible party has the right to appoint a person of his or her choosing as a proxy for participating and voting (although the eligible party must ask the custodian intermediary to issue the communication for participation in the shareholders' meeting referred to in Art. 83-sexies of Italian Legislative Decree 58/1998).

• 1. The proxy must be in writing, must be dated and signed, and the name of the proxy must be entered by the shareholder and not by a third party;
• 1. representation powers may be conferred only for individual meetings, with effect for subsequent meetings as well, except in the case of:
• a. general power of attorney or
• b. power of attorney given by a company, association, foundation or other collective body or institution ("Entity") to one of its employees;
• 1. in the cases referred to in 2(a) and 2(b) and whenever the person entitled to exercise the right to participate and vote is an Entity, a copy of the documentation granting powers of representation shall be attached to the proxy, to be kept in the Company's records;
• 1. if representation powers are given to an Entity, the Entity may delegate only one of its own employees or collaborators;
• 1. the proxy may also be issued to a party who is not a shareholder of Orsero S.p.A.;
• 1. representation powers may not be conferred either to members of the administrative or control bodies or employees of Orsero S.p.A., or to its subsidiaries or to members of their administrative or control bodies or their employees;
• 1. the same person may not represent more than two hundred shareholders at the Shareholders' Meeting;
• 1. in the case of co-ownership of shares, the proxy should always be issued with the signatures of all co-owners even if the party participating is itself a co-owner;
• 1. Shareholders are invited to read Art. 2372 of the Italian Civil Code, which governs the limits on the granting of proxies.

For any further clarification or information on how to participate in the Orsero S.p.A. Shareholders' Meeting, please contact the Company at tel. no. +39 0277877580 email: affarisocietari@orserogroup.it

PRIVACY POLICY

Pursuant to Articles 13 and 14 of European Regulation no. 679/2016 ("GDPR"), our policy on the processing of personal data is provided below.

Pursuant to Regulation (EU) 2016/679 (hereinafter, "GDPR Regulation" or "GDPR") and current national legislation on the protection of personal data (hereinafter, "Privacy Legislation"), Orsero S.p.A, with registered office in Milan, Via Vezza d'Oglio, no. 7 (hereinafter, the "Company" or the "Data Controller"), in its capacity as Data Controller, informs you that your personal data, provided with this proxy, will be processed for the sole purpose of enabling the Company to manage shareholders' meeting activities and the ensuing legal obligations, in compliance with legislation on the processing of personal data.

I. Purpose of processing

The purposes of the processing under consideration are as follows:

▪ to verify whether the shareholders' meeting is quorate;

▪ to confirm the identity and legitimacy of the participants;

▪ to satisfy additional mandatory meeting and corporate formalities and requirements (e.g., prepare the minutes of the shareholders' meeting and store them as required by law);

II. Legal basis of the processing

The legal basis on which the processing is based is therefore the relationship of shareholder of the Company (or proxy) and the need to meet a legal obligation, pursuant to Art. 6, para. 1, letter c) of the GDPR.

III. Processing procedures

The processing of your personal data will take place, in compliance with the provisions of the Privacy Legislation, by means of hard copy, computerized or electronic instruments, with approaches strictly linked to the purposes set forth and, in any case, in such a way as to guarantee their security and confidentiality in accordance with the Privacy Legislation.

IV. Categories of data subject to processing

In connection with the purposes described above, the Society processes:

▪ Identification data (such as, for example, first name, last name, address, telephone number, email, date of birth, ID card, tax code, nationality);

▪ Audio recordings of the shareholders' meeting.

V. Data recipients

• Your personal data may be disclosed to:
• employees and collaborators of the Company specifically authorized to perform processing;
• specific individuals, in fulfillment of a legal obligation, regulation or EU legislation;
• institutional bodies and public authorities;

▪ supervisory and control bodies.

VI. Transfer of data to third countries

Your personal data will be processed in the European Union.

VII. Storage period

In order to ensure fair and transparent processing, your personal data will be stored by the Company, together with the documents produced during the Shareholders' Meeting, in order to document what is transcribed in the minutes, for a period of time no longer than is necessary for the purposes for which they were collected or subsequently processed, in accordance with the provisions of Art. 5, para. 1, letter e) of the GDPR. Audio recordings used for the sole purpose of facilitating the subsequent minute-taking of the meeting will be destroyed upon completion of the minutes.

VIII. Obligation to provide data

The acquisition of your personal data is mandatory. If you do not provide the data, you may not be admitted to the shareholders' meeting.

IX. Rights of data subjects

At any time, it will be possible for you to obtain clear information about the operations we have performed on your data and exercise your rights under Arts. 15 et seq. of the GDPR. You may exercise, at any time, in the manner and within the limits governed by the above-mentioned legislation:

▪ right of access (Art. 15 of the GDPR);

• right to rectification (Art. 16 of the GDPR);
• right to cancellation (Art. 17 of the GDPR);
• right to restriction of processing (Art. 18 of the GDPR);
• right to data portability (Art. 20 of the GDPR);
• right to object (Art. 21 of the GDPR);

▪ right not to be subjected to a decision based solely on automated processing, including profiling, that produces legal effects concerning you or that

similarly significantly affects you (Art. 22 of the GDPR).

You may exercise your rights by writing to affarisocietari@orserogroup.it .

X. Right to lodge a complaint

Should you believe that the processing of your personal data is carried out in violation of the provisions of legislation in force, you have the right to lodge a complaint with the Supervisory Authority, as set forth in Art. 77 of the GDPR, or to take appropriate legal action, pursuant to Art. 79 of the GDPR.

XI. Automated decision-making process

Your personal data will not be subject to an automated decision-making process.