SYS-DAT — Proxy Solicitation & Information Statement 2026

Mar 23, 2026

CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS.

MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), acting in the capacity of "Designated Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and Art. 16.4 of the Company Bylaws, of SYS-DAT S.p.A. (hereinafter the "Company"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of SYS-DAT S.p.A. to be held at ZNR Notai, in Milan, Via Pietro Metastasio, 5, on April 22, 2026, at 11:00 a.m. single call, as set forth in the notice of the shareholders' meeting published on the Company's website at https://www.sys-datgroup.com in the section "Governance/Shareholders' Meeting" on March 23, 2026, and, in abridged form, in the Italian daily newspaper "Italia Oggi" on March 23, 2026.

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting (i.e., by 11:59 p.m. of April 20, 2026). The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Designated Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, left, f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote different from that indicated in the instructions.

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-tals Legislative Decree 58/1998, or Individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

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. (*)

() Mandatory. (*) It is recommended to fill.

MONTE TITOLI S.p.A.

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CERTIFIED

SYS-DAT S.p.A.

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

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

☐ shareholder with the right to vote
OR IF DIFFERENT FROM THE SHARE HOLDER

☐ legal representative or subject with subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed)
☐ pledge ☐ bearer ☐ usufructuary ☐ custodian ☐ manager ☐ other (specify) ...

(complete only if the shareholder is different from the proxy signatory)	Name Surname / Denomination (*)
	Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
	Registered office / Resident in (*)

Related to

| No. () __ shares __
e.g.: No. 3 ORDINARY shares (T0012345 (ISIN number)
(to be filled in with information regarding any further communications relating to deposits) | Registered 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: __ |
| --- | --- |
| No. () __ shares __ | Registered 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: __ |

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

• to be aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are you have given voting instructions and that you have requested the communication from the depositary intermediary for participation in the Shareholders' Meeting as indicated above;
• that there are no causes of incompatibility or suspension of the exercise of the right to vote.

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) *
(Signature) *

MONTE TITOLI S.p.A.

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emarket

sdn storage

CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES 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 General Meeting of SYS-DAT S.p.A. to be held at ZNR Notai, in Milan, Via Pietro Metastasio, 5 on April 22, 2026, at 11:00 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.

1. Approval of the financial statements as of December 31, 2025, accompanied by the Board of Directors' management report, the Board of Statutory Auditors' report, and the Independent Auditor's report. Presentation of the consolidated financial statements as of December 31, 2025.
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
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	☐ In favour
☐ Against
☐ Abstain
2. Resolutions regarding the allocation of the net result for the fiscal year ending December 31, 2025.
---	---	---	---
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
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	☐ In favour
☐ Against
☐ Abstain

MONTE TITOLI S.p.A.

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CERTIFIED

SYS-DAT S.p.A.

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

3. Report on the remuneration policy and compensation paid:

3.1 Approval of the first section of the report pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree no. 58/1998;
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
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	☐ In favour
☐ Against
☐ Abstain
3.2 Resolutions regarding the second section of the report pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58/1998.
---	---	---	---
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
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	☐ In favour
☐ Against
☐ Abstain
4. Authorization to purchase and dispose of company's own shares, pursuant to Articles 2357 and subsequent of the Civil Code, as well as Article 132 of Legislative Decree no. 58/1998 and Article 144-bis of the Consob Regulation (adopted with resolution no. 11971/1999 and subsequent amendments), following the revocation of the authorization granted by the General Meeting of April 16, 2025, for the part not executed. Relevant and subsequent resolutions.
---	---	---	---
SECTION A
Vote for the proposal of the Board of Directors	Tick only one box:	In Favour	Against
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	☐ In favour
☐ Against
☐ Abstain

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

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emarket
with storage
CERTIFIED
SYS-DAT S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135:UNDECIES 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 appoints the Designated Representative to vote as follows:

In Favour	Against	Abstain

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

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emarket

sdr storage

CERTIFIED

SYS-DAT S.p.A.

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

INSTRUCTIONS FOR THE FILING 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 Shareholders' 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).

• 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."

• 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 choices 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, Monte Titoli will abstain on these matters.

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting (i.e., by 11:59 p.m. of April 20, 2026)

• 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:

i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "SYS-DAT General Meeting April 2026 - Proxy") 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: RegisterServices Area of Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milano (Ref. "SYS-DAT General Meeting April 2026 - Proxy"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to RD@pec.euronext.com (subject line: "SYS-DAT General Meeting April 2026 - Proxy")

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).

MONTE TITOLI S.p.A.

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Telebors: distribution and commercial use strictly prohibited

CERTIFIED

SYS-DAT S.p.A.

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

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

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

SYS-DAT S.p.A., in its capacity as Data Controller of your personal data, pursuant to and in accordance with EU Regulation 2016/679 ('GDPR' or 'Regulation'), hereby informs you that the aforementioned legislation provides for the protection of data subjects with respect to the processing of personal data and that such processing will be based on the principles of fairness, lawfulness, transparency and protection of your confidentiality and your rights.

Your personal data will be processed in accordance with the legal provisions of the aforementioned legislation and the confidentiality obligations provided therein

DATA CONTROLLER: SYS-DAT S.p.A. with registered office at Via Muzio Attendolo detto Sforza, 7, 20141 Milano (MI), VAT 03699600155, contactable at the following addresses: e-mail privacy@sys-datgroup.com -in the person of its current legal representative

DPO CONTACT DETAILS: the Data Controller has appointed a Data Protection Officer (DPO), pursuant to Article 37 of the GDPR, whom you can contact by writing to dpo@sys-datgroup.com.

CATEGORIES OF DATA: the object of the processing may be your personal data such as identification data, personal data, contact data, as well as information relating to your position, etc. contained in the proxy/subdelegation form ('Personal Data')

PURPOSES AND LEGAL BASIS OF THE PROCESSING: Personal Data shall be processed for the following purposes: (i) purposes strictly connected and instrumental to the performance of contractual obligations, deriving from the mandate conferred by the Delegating Party (or its representative) to the Designated Representative, inherent to the representation in the shareholders' meeting and the expression of the vote; (ii) obligations provided for by law, regulations, as well as provisions issued by the competent Authorities or Supervisory and Control Bodies. The contribution of your personal data is mandatory and your refusal to contribute them will make it impossible for the Company to allow the delegate to participate in the Shareholders' Meeting in accordance with the relevant laws in force and/or make it impossible to fulfil contractual or legal obligations.

DATA PROCESSING METHODS: Your personal data will be processed, in compliance with the provisions of the GDPR, by paper, IT and telematic means or any other suitable type of support (e.g. cloud systems, digital storage and substitute storage systems, ...), for the stated purposes, and in all cases by procedures which guarantee an appropriate level of security and confidentiality, in accordance with the provisions of Artt. 6, 322 of the GDPR

Personal Data is processed using both IT tools and on paper or any other suitable type of support (e.g. cloud systems, digital storage and substitute storage systems, ...). All processing is carried out in compliance with the methods set out in Articles 6, 32 of the GDPR and through the adoption of the appropriate security measures.

RECIPIENTS OF PERSONAL DATA AND PARTIES WHO MAY HAIN KNOWLEDGE OF THEM.: The personal data processed will be known to Marazzi's employees, contract staff and associates working in the capacity of authorised data usersr. Your data may also be processed by third parties belonging, for example, public and private entities required by law, subjects functional to the achievement of the purposes set out above, internal and external to the Data Controller, such as, by way of non-limiting example, collaborators, freelancers, technical partners, etc.. The aforesaid subjects operate, in some cases, as data processors specifically appointed by the Data Controller in compliance with Article 28 GDPR, and in other cases completely independently as separate data controllers, it being understood that, in the latter case, the communication of your personal data to such independent data controllers is made solely for the purposes of pursuing the purposes indicated in this information notice.

The list of such entities is available by writing to privacy@sys-datgroup.com.

Your personal data will not be disseminated.

AUTOMATED DECISION MAKING PROCESSES: there are no automated decision making processes.

TRANSFER OF PERSONAL DATA: Personal Data are stored within the European Union and are not transferred to third countries outside Europe.

PERIOD OF STORAGE: the Personal Data collected will be stored for a period of time not exceeding the achievement of the purposes for which they are processed ('principle of limitation of storage', art. 5, GDPR) or in accordance with the deadlines provided for by law.

RIGHTS OF INTERESTED PARTIES: You have the right to exercise the rights set out in Articles 15 to 22 of the GDPR and to request from the Data Controller, access to your data, rectification or erasure of your data, restriction of processing or the possibility to object to processing, to request data portability, to withdraw consent to processing by asserting these and other rights set out in the GDPR by simple communication to the Data Controller (e-mail: privacy@sys-datgroup.com; dpo@sys-datgroup.com). You also have the right to lodge a complaint with the Supervisory Authority

MONTE TITOLI S.p.A.

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Telebors: distribution and commercial use strictly prohibited

CERTIFIED

SYS-DAT S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 59/1998

LEGAL REFERENCES

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. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

a. has sole or joint control of the company, or is controlled or is subject to joint control by that company;

b. is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;

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);

d. is an employee or auditor of the company or of the persons indicated in paragraph a);

e. is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);

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.

1. 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.

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

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 designated 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.

Article 135-undecies-1

(Designated representative of a listed company)

1. The bylaws may provide that participation in the assembly and the exercise of voting rights occur exclusively through the representative appointed by the company pursuant to Article 135-undecies. The appointed representative may also be given delegations or sub-delegations pursuant to Article 135-novies, in derogation of Article 135-undecies, paragraph 4.

MONTE TITOLI S.p.A.

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Telebors: distribution and commercial use strictly prohibited

CONNECTING
CERTIFIED

SYS-DAT S.p.A.

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

1. The submission of proposals for deliberation are not permitted at the assembly. Notwithstanding what is provided in Article 126-bis, paragraph 1, first period, those entitled to vote may individually submit proposals for resolutions on agenda items or proposals permitted by law up to the fifteenth day preceding the first or only convocation of the assembly. These resolution proposals are subsequently made available to the public on the company's website within two days following the deadline. The validity of the individual resolution submissions is contingent upon the company receiving the communication provided for in Article 83-sexies.
2. The right to ask questions referred to in Article 127-ter is exercised only before the meeting. The company shall provide answers to the questions received at least three days before the meeting.
3. Paragraph 1 also applies to companies admitted to trading on a multilateral trading market.

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 paragraph of art. 2393-bis.

Law no. 21 of 5 march 2024

Art. 11 (Conduct of shareholders' meetings of listed Companies)

1. After article 135-undecies of the consolidated text referred to in legislative decree 24 February 1998, n. 58, the following is inserted: «Art. 135-undecies.1 (Intervention at the meeting through the designated representative). - 1. The company bylaws may provide that participation in the shareholders meeting and the exercise of voting rights take place exclusively through the representative designated by the company pursuant to article 135-undecies. The designated representative may also be granted proxies or sub-proxies pursuant to article 135-novies, in derogation of article 135-undecies, paragraph 4.
2. The presentation of proposed resolutions at the meeting is not permitted. Without prejudice to the provisions of article 126-bis, paragraph 1, first sentence, those who have the right to vote may individually present resolution proposals on the items on the agenda or proposals whose presentation is otherwise permitted by law within the fifteenth day prior to the date of the first or only meeting call. The proposed resolutions are made available to the public on the company's website within two days following the expiry of the deadline. Legitimation for the individual submission of proposed resolutions is subject to the company's receipt of the communication required by article 83-sexies.
3. The right to ask questions referred to in article 127-ter is exercised only before the meeting. The company provides answers to the questions received at least three days before the shareholders meeting. [...]

Company Bylaws

Art. 16 (Speech at the meeting)

16.1 The eligibility to attend the Shareholders' Meeting and to exercise voting rights is governed by applicable law. Those entitled to vote may be represented at the Shareholders' Meeting in accordance with the law, by means of a written proxy issued in the manner prescribed by applicable law.
16.2 The Board of Directors may designate, for each Shareholders' Meeting, one or more persons to whom those entitled to vote at the Meeting may grant a proxy with voting instructions on all or some of the items on the agenda, in accordance with the terms set forth in applicable regulations. The proxy shall not be effective with respect to items for which no voting instructions have been provided. The designated persons and the procedures and deadlines for granting proxies are set forth in the notice of call for the Shareholders' Meeting.
16.3 Pursuant to Article 2370, paragraph 4, of the Italian Civil Code, participation in the Shareholders' Meeting may take place via telecommunication means, and votes may be cast electronically within the limits set forth in the notice of meeting, if any, and in accordance with the procedures authorized by the Chair of the Shareholders' Meeting. The notice of call may stipulate that the Shareholders' Meeting be held exclusively via telecommunication means, in accordance with the procedures and within the limits set forth in the applicable laws and regulations in force at the time, omitting the indication of the physical location where the meeting is to be held.
16.4 Pursuant to Article 135-undecies.1 of the TUF, both ordinary and extraordinary Shareholders' Meetings may be held with the exclusive participation of the designated representative referred to in Article 135-undecies of the TUF, where permitted by, and in accordance with, the laws and regulations in force at the time.

NOTE: English translation for convenience only. Only the Italian version is authentic.

MONTE TITOLI S.p.A.