ESPRINET S.p.A.
Ordinary Shareholders' Meeting
convened on 24 April 2024 at 2:00 p.m., on first and sole call
at Studio Notarile Marchetti, in Milan, Via Agnello no. 18
Form for the conferral of a proxy on the designated representative pursuant to
art. 135-undecies of Italian Legislative Decree 58/1998
Part 1 of 2
Studio Legale Trevisan & Associati, in Milan, Viale Majno no. 45, (VAT no. 07271340965), in its capacity as "Designated Representative" ("Designated Representative"), pursuant to article 135-undecies of Italian Legislative Decree no. 58/1998, of Esprinet S.p.A. (hereinafter, the "Company" or "Esprinet"), shall collect voting proxies for the Ordinary Shareholders' Meeting of Esprinet S.p.A., convened for 24 April 2024, on first and sole call, according to the procedures and within the time frames laid down in the Notice of Call published on 14 March 2024 on the Company's website www.esprinet.com (in the Section Investors - Shareholders' Meeting), and sent to Borsa Italiana S.p.A. and made available on the authorised storage mechanism eMarket Storage (www.emarketstorage.com) and published in extract form in the daily newspaper "Il Sole 24 Ore" on 14 March 2024.
The original copy of the proxy form with the associated voting instructionsmust arrive by the end of the second market trading day before the date of the Shareholders' Meeting (i.e. before 11:59 p.m. on 22 April 2024), together with:
- a copy of a currently valid ID document of the proxy granter; or
- should the proxy granter be a legal entity, a copy of a currently valid ID document of the legal representative pro tempore, or of another party vested with the appropriate powers, together with documentation suitable for proving their capacity and powers;
through one of the following alternative procedures:
- for proxies with a hand-written signature, by post or registered letter with acknowledgement of receipt, sent to Studio Legale Trevisan & Associati, Viale Majno n. 45 - 20122 Milano (Ref. "Proxy for 2021 Shareholders' Meeting of ESPRINET");
- for proxies with a qualified electronic signature or digital signature, by certified e-mail to rappresentante-designato@pec.it.
The proxy and voting instructions may be revoked by the second trading day prior to the date set for the Shareholders' Meeting (i.e. by 11:59 p.m. on 22 April 2024), according to the same procedures set out above.
Conferring a proxy and voting instructions by signing this form entails no cost for the proxy granter (except for any postage costs).
Declaration of the Designated Representative
Studio Legale Trevisan & Associati hereby declares that it has no personal interest with respect to the proposed resolutions put to the vote. However, considering the contractual relationships that exist with some of the substitutes and the Company and, in any event, for all legal purposes, it is expressly declared that, should any unknown circumstances arise, or in the event of amendment or supplementing of the proposals submitted to the Shareholders' Meeting, neither Studio Legale Trevisan & Associati nor its substitutes shall cast a vote different from that indicated in the instructions.
1
PROXY FORM
(Section to be notified to the Company through the Designated Representative - Complete with the information requested)
The undersigned (Name/personal details of the party with a voting right)*
_____________________________________________________ born in* _______________________________ on*
___________________________________ resident in* (town/city) ____________________________________ at* (address)
___________________________________registeredoffice*(address)
__________________________________________________________________________________TaxCode*
__________________________________ Telephone no. _______________________________ E-mail
_____________________________
Details to be entered at the discretion of the proxy granter:
- communication no. ___________________________________ (reference of the communication provided by the intermediary)
- identification codes (if any) _______________________________
APPOINTS the Designated Representative to participate in and vote at the Shareholders' Meeting indicated above in accordance with the voting instructions provided with reference to *__________________ shares of Esprinet S.p.A., ISIN code IT0003850929,
registered in securities account no.*________________________ at (depositary intermediary)*
____________________________________________ ABI _______CAB _______
DECLARES that it is familiar with the possibility that the proxy issued to the Designated Representative may contain voting instructions for only one of the resolution proposals on the agenda and that, in that case, the vote will be cast only for the proposals in relation to which voting instructions have been issued.
AUTHORISES the Designated Representative to process its data for the purposes, and according to the conditions and time frames indicated in the attached information notice.
Studio Legale Trevisan & Associati, headquartered in Milan, Viale Majno no. 45, represented by Dario Trevisan, lawyer, born in Milan on 04/05/1964 (Tax Code TRVDRA64E04F205I), or on his behalf Camilla Clerici, lawyer, born in Genoa on 19/01/1973 (Tax Code CLRCLL73A59D969J), or Giulio Tonelli, lawyer, born in La Spezia on 27/02/1979 (Tax Code TNLGLI79B27E463Q), or Alessia Giacomazzi, lawyer, born in Castelfranco Veneto (TV) on 05/09/1985 (Tax Code GCMLSS85P45C111T), or Gaetano Faconda, lawyer, born in Trani (BT) on 02/10/1985 (Tax Code FCNGTN85R02L328O), or Valeria Proli, lawer, born in Novara on 24/10/1984 (Tax Code PRLVLR84R64F952S), or Mrs Raffaella Cortellino born in Barletta (BT) on 04/06/1989 (Tax Code CRTRFL89H44A669V), or Andrea Ferrero, lawyer, born in Turin on 05/05/1987 (Tax Code FRRNDR87E05L219F), or Marcello Casazza, lawyer, born in Vigevano (PV) on 03/09/1991 (Tax Code CSZMCL91P03L872S) or Mister Marco Esposito born in Monza (MB) on 30/08/1992 (Tax Code SPSMRC92M30F704H), or Mrs Martina Ranzani, born in Garbagnate Milanese (MI) on 02.04.1998 (Tax Code RNZMTN98D42D912C), or Serena Larghi, lawyer, born in Varese (VA) on 27/11/1992 (Tax Code LRGSRN92S67L682Q), all domiciled for the purposes of this proxy at Studio Legale Trevisan & Associati, Viale Majno no. 45, 20122
- Milan.
The undersigned (surname and forename of the signatory only if different from the holder of the shares)
_________________________________________________________ | born | in* | ___________________________ | on* | |
__________________________________ is signing this proxy as the (tick the appropriate box) | |||||
□ secured creditor | □ beneficial owner | □ usufructuary | |||
□ custodian | □ manager | □ legal representative or attorney with sub-delegating | |||
powers |
- other (specify) _____________________________________________
Place/Date ______________, __________________________
Signature ____________________________
(*) Mandatory
2
Part 2 of 2
VOTING INSTRUCTIONS
(Section containing information for the Designated Representative alone - Tick the chosen boxes)
The undersigned (1) (name/personal details)* _______________________________________________
__________________________________________________________________________ hereby appoints the Designated
Representative to vote according to the following voting instructions in the Ordinary Shareholders' Meeting convened for 7 April 2021, on first and sole call, by Esprinet S.p.A.
A) RESOLUTIONS PUT TO THE VOTE (2)
IN FAVOUR OF | IN FAVOUR OF | ||||||||||||
THE PROPOSAL | THE PROPOSAL | ||||||||||||
SUBMITTED BY | SUBMITTED BY | OPPOSED | ABSTAIN | ||||||||||
THE BOARD OF | THE | (c) | (c) | ||||||||||
DIRECTORS | SHAREHOLDER | ||||||||||||
(a) | (a) (b) | ||||||||||||
O.1.1 Approval of the Financial Statements | |||||||||||||
as at 31 December 2023, Directors' Report | |||||||||||||
on Operations, Statutory Auditors' Report | (mark with a | ||||||||||||
and Independent Auditors' Report. | (mark with a | (mark with a | |||||||||||
Presentation of the Consolidated Financial | cross) | ………………………… | cross) | cross) | |||||||||
Statements as at 31 December 2023 and the | |||||||||||||
Consolidated Non-Financial Statements | (name of shareholder) | ||||||||||||
pursuant to Legislative Decree No. 254 of | |||||||||||||
30/12/2016 - Sustainability Report. | |||||||||||||
O.1.2 Allocation of the result for the year. | (mark with a | (mark with a | (mark with a | ||||||||||
………………………… | |||||||||||||
cross) | cross) | cross) | |||||||||||
(name of shareholder) | |||||||||||||
O.2 Appointment of the Board of Directors for the period 2024/2026 | |||||||||||||
O.2.1 Determination of number of | (mark with a | (mark with a | (mark with a | ||||||||||
members | ………………………… | ||||||||||||
cross) | cross) | cross) | |||||||||||
(name of shareholder) | |||||||||||||
O.2.2 Determination of duration of term in | (mark with a | (mark with a | (mark with a | ||||||||||
office. | ………………………… | ||||||||||||
cross) | cross) | cross) | |||||||||||
(name of shareholder) | |||||||||||||
O.2.3 Appointment of Directors. | □ Favourable to the | (mark with a | (mark with a | ||||||||||
(not applicable) | List n. ... submitted by | ||||||||||||
cross) | cross) | ||||||||||||
...................................... | |||||||||||||
O.2.4 Appointment of the Chairman of the | Favourable to the List | ||||||||||||
Board of Directors. | (not applicable) | n. ... submitted by | (mark with a | (mark with a | |||||||||
………………………… | cross) | cross) | |||||||||||
(a) Failure on the part of the Board of Directors or the Shareholder indicated in this section to formulate a proposal will be considered an unknown circumstance. Therefore, should this occur, the Designated Representative shall follow the voting instructions indicated in Section B).
(b) In favour of the proposal of the shareholder, whose name must be indicated by the proxy granter (c) Opposed/Abstain for any proposal formulated.
3
IN FAVOUR OF | IN FAVOUR OF | |||||||||||||||
THE PROPOSAL | THE PROPOSAL | |||||||||||||||
SUBMITTED BY | SUBMITTED BY | OPPOSED | ABSTAIN | |||||||||||||
THE BOARD OF | THE | (c) | (c) | |||||||||||||
DIRECTORS | SHAREHOLDER | |||||||||||||||
(a) | (a) (b) | |||||||||||||||
O.2.5 | Determination | of | relative | |||||||||||||
compensation. | (mark with a | ………………………… | (mark with a | (mark with a | ||||||||||||
cross) | (name of shareholder) | cross) | cross) | |||||||||||||
Appointment of members of the Board of Statutory Auditors for the period 2024/2026 | ||||||||||||||||
O.3.1 Appointment of members. | □ Favourable to the | (mark with a | (mark with a | |||||||||||||
(not applicable) | List n. ... submitted by | |||||||||||||||
...................................... | cross) | cross) | ||||||||||||||
............................. | ||||||||||||||||
O.3.2 Appointment of the Chairman. | (mark with a | ………………………… | (mark with a | (mark with a | ||||||||||||
cross) | (name of shareholder) | cross) | cross) | |||||||||||||
O.3.3 Determination of the compensation. | (mark with a | ………………………… | (mark with a | (mark with a | ||||||||||||
cross) | (name of shareholder) | cross) | cross) | |||||||||||||
O.4 Report on the Remuneration Policy and Related Compensation | ||||||||||||||||
O.4.1 Binding resolution on the first | (mark with a | (mark with a | (mark with a | |||||||||||||
section pursuant to art.123-ter, paragraph | ………………………… | |||||||||||||||
3 of the TUF. | cross) | cross) | cross) | |||||||||||||
(name of shareholder) | ||||||||||||||||
O.4.2 Non-binding resolution on the | (mark with a | (mark with a | (mark with a | |||||||||||||
second | section pursuant | to art. | 123-ter, | ………………………… | ||||||||||||
paragraph 4 of the TUF. | cross) | cross) | cross) | |||||||||||||
(name of shareholder) | ||||||||||||||||
O.5 Motion for approval of a Compensation plan for members of the Board of Directors and managers of the group, valid for the three-yearperiod 2024/2025/2026
O.5 Motion for approval, in accordance | |||||||||||
with remuneration policies and pursuant to | |||||||||||
art. 114-bis of Legislative Decree 58/1998, | |||||||||||
of a Compensation plan ("Long-Term | ………………………… | ||||||||||
Incentive Plan") for members of the Board | (mark with a | (name of shareholder) | (mark with a | (mark with a | |||||||
of Directors and managers of the group, | |||||||||||
valid | for | the | three-year | period | cross) | cross) | cross) | ||||
2024/2025/2026 | and concerning | the | |||||||||
allocation of stock grant rights | |||||||||||
("Performance | Stock | Grant") | to | ||||||||
beneficiaries, to be identified by the Board | |||||||||||
of Directors. | |||||||||||
O.6 Proposal to authorise the purchase and disposal of own shares | |||||||||||
O.6 Proposal to authorise the purchase and | |||||||||||
disposal | of | own shares, | within | the | ………………………… | ||||||
maximum number permitted and with a | (mark with a | (mark with a | (mark with a | ||||||||
term of 18 months; contextual revocation, | (name of shareholder) | ||||||||||
for any unused portion, of | the | cross) | cross) | cross) | |||||||
authorisation | resolved | by | the | ||||||||
Shareholders' Meeting of 20 April 2023. | |||||||||||
4
B) UNKNOWN CIRCUMSTANCES
Should circumstances arise that were unknown at the time of issue of the proxy (3), the undersigned with reference to:
CONFIRMS THE | REVOKES THE | AMENDS THE INSTRUCTIONS | ||||||||||||||||||
INSTRUCTIONS | INSTRUCTIONS | |||||||||||||||||||
IN FAVOUR (d) | OPPOSED | ABSTAIN | ||||||||||||||||||
O.1 Financial Statements as at 31 December 2023 | ||||||||||||||||||||
O.1.1 Approval of the Financial | ||||||||||||||||||||
Statements as at 31 December 2023, | ||||||||||||||||||||
Directors' | Report | on | Operations, | |||||||||||||||||
Statutory | Auditors' | Report | and | |||||||||||||||||
Independent | Auditors' | Report. | (mark with a | (mark with a | (mark with a | (mark with a | ||||||||||||||
Presentation | of | the | Consolidated | cross) | cross) | ……………… | cross) | cross) | ||||||||||||
Financial Statements as at 31 December | ||||||||||||||||||||
2023 and the Consolidated Non- | ||||||||||||||||||||
Financial | Statements | pursuant | to | |||||||||||||||||
Legislative | Decree | No. | 254 | of | ||||||||||||||||
30/12/2016 - Sustainability Report. | ||||||||||||||||||||
O.1.2 | Allocation of | the result for | the | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | ||||||||||||
year. | cross) | cross) | cross) | cross) | ||||||||||||||||
O.2 Appointment of the Board of Directors for the period 2024/2026 | ||||||||||||||||||||
O.2.1 | Determination | of | number | of | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||||||
members. | cross) | cross) | cross) | cross) | ||||||||||||||||
O.2.2 Determination of duration of term | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||||||||||
in office. | cross) | cross) | cross) | cross) | ||||||||||||||||
O.2.3 Appointment of Directors. | □ Favourable to the | |||||||||||||||||||
(mark with a | (mark with a | List n. ... submitted | (mark with a | (mark with a | ||||||||||||||||
cross) | cross) | by | cross) | cross) | ||||||||||||||||
................................. | ||||||||||||||||||||
O.2.4 Appointment of the Chairman of | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||||||||||
the Board of Directors. | cross) | cross) | cross) | cross) | ||||||||||||||||
O.2.5 | Determination | of | relative | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | ||||||||||||
compensation. | cross) | cross) | cross) | cross) | ||||||||||||||||
O.3 Appointment of members of the Board of Statutory Auditors for the period 2024/2026 | ||||||||||||||||||||
O.3.1 Appointment of members. | □ Favourable to the | |||||||||||||||||||
(mark with a | (mark with a | List n. ... submitted | (mark with a | (mark with a | ||||||||||||||||
cross) | cross) | by | cross) | cross) | ||||||||||||||||
................................. | ||||||||||||||||||||
O.3.2 Appointment of the Chairman. | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||||||||||
cross) | cross) | cross) | cross) | |||||||||||||||||
O.3.3 Determination of the | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||||||||||
compensation. | cross) | cross) | cross) | cross) | ||||||||||||||||
O.4 Report on the Remuneration Policy and Related Compensation | ||||||||||||||||||||
O.4.1 | Binding resolution | on | the | first | (mark with a | (mark with a | (mark with a | (mark with a | ||||||||||||
section | pursuant | to | art.123-ter, | ……………… | ||||||||||||||||
cross) | cross) | cross) | cross) | |||||||||||||||||
paragraph 3 of the TUF. | ||||||||||||||||||||
O.4.2 Non-binding resolution on the | (mark with a | (mark with a | (mark with a | (mark with a | ||||||||||||||||
second section pursuant to art. 123-ter, | ……………… | |||||||||||||||||||
paragraph 4 of the TUF. | cross) | cross) | cross) | cross) | ||||||||||||||||
(d) Indicate whether you are in favour of the proposal of the Board of Directors or in favour of the proposal from the shareholder, whose name must be indicated by the proxy granter.
5
CONFIRMS THE | REVOKES THE | AMENDS THE INSTRUCTIONS | ||||||||
INSTRUCTIONS | INSTRUCTIONS | |||||||||
IN FAVOUR (d) | OPPOSED | ABSTAIN | ||||||||
O.5 Motion for approval of a Compensation plan for members of the Board of Directors and managers of the group, valid for the three-yearperiod 2024/2025/2026
O.5 Motion for approval, in accordance | ||||||
with | remuneration policies and | |||||
pursuant to art. 114-bis of Legislative | ||||||
Decree 58/1998, of a Compensation plan | ||||||
("Long-Term Incentive Plan") for | ||||||
members of the Board of Directors and | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |
managers of the group, valid for the | cross) | cross) | cross) | cross) | ||
three-year period 2024/2025/2026 and | ||||||
concerning the allocation of stock grant | ||||||
rights ("Performance Stock Grant") to | ||||||
beneficiaries, to be identified by the | ||||||
Board of Directors. | ||||||
O.6 Proposal to authorise the purchase and disposal of own shares | ||||||
O.6 Proposal to authorise the purchase | ||||||
and disposal of own shares, within the | ||||||
maximum number permitted and with a | (mark with a | (mark with a | (mark with a | (mark with a | ||
term | of 18 months; contextual | ……………… | ||||
cross) | cross) | cross) | cross) | |||
revocation, for any unused portion, of | ||||||
the authorisation resolved by the | ||||||
Shareholders' Meeting of 20 April 2023. | ||||||
C) AMENDMENTS OR INTEGRATIONS
In the event of any vote on amendments or integrations (4) to the resolutions submitted to the Shareholders' Meeting with reference to:
CONFIRMS THE | REVOKES THE | AMENDS THE INSTRUCTIONS | ||||||||||||||||
INSTRUCTIONS | INSTRUCTIONS | |||||||||||||||||
IN FAVOUR (e) | OPPOSED | ABSTAIN | ||||||||||||||||
O.1 Financial Statements as at 31 December 2023 | ||||||||||||||||||
O.1.1 Approval of the Financial | ||||||||||||||||||
Statements as at 31 December 2023, | ||||||||||||||||||
Directors' | Report | on | Operations, | |||||||||||||||
Statutory | Auditors' | Report | and | |||||||||||||||
Independent | Auditors' | Report. | (mark with a | (mark with a | (mark with a | (mark with a | ||||||||||||
Presentation | of | the | Consolidated | cross) | cross) | ……………… | cross) | cross) | ||||||||||
Financial Statements as at 31 December | ||||||||||||||||||
2023 and the Consolidated Non- | ||||||||||||||||||
Financial Statements | pursuant | to | ||||||||||||||||
Legislative | Decree | No. | 254 | of | ||||||||||||||
30/12/2016 - Sustainability Report. | ||||||||||||||||||
O.1.2 | Allocation of | the result for | the | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | ||||||||||
year. | cross) | cross) | cross) | cross) | ||||||||||||||
O.2 Appointment of the Board of Directors for the period 2024/2026 | ||||||||||||||||||
O.2.1 | Determination | of | number | of | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||||
members. | cross) | cross) | cross) | cross) | ||||||||||||||
O.2.2 Determination of duration of term | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||||||||
in office. | cross) | cross) | cross) | cross) | ||||||||||||||
O.2.3 Appointment of Directors. | (mark with a | (mark with a | □ Favourable to the | (mark with a | (mark with a | |||||||||||||
cross) | cross) | cross) | cross) | |||||||||||||||
List n. ... submitted | ||||||||||||||||||
(e) Indicate whether you are in favour of the proposal of the Board of Directors or in favour of the proposal from the shareholder, whose name must be indicated by the proxy granter.
6
CONFIRMS THE | REVOKES THE | AMENDS THE INSTRUCTIONS | |||||||||||||
INSTRUCTIONS | INSTRUCTIONS | ||||||||||||||
IN FAVOUR (e) | OPPOSED | ABSTAIN | |||||||||||||
by | |||||||||||||||
................................. | |||||||||||||||
O.2.4 Appointment of the Chairman of | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | ||||||||||
the Board of Directors. | cross) | cross) | cross) | cross) | |||||||||||
O.2.5 | Determination | of | relative | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||
compensation. | cross) | cross) | cross) | cross) | |||||||||||
O.3 Appointment of members of the Board of Statutory Auditors for the period 2024/2026 | |||||||||||||||
O.3.1 Appointment of members. | □ Favourable to the | ||||||||||||||
(mark with a | (mark with a | List n. ... submitted | (mark with a | (mark with a | |||||||||||
cross) | cross) | by | cross) | cross) | |||||||||||
................................. | |||||||||||||||
O.3.2 Appointment of the Chairman. | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | ||||||||||
cross) | cross) | cross) | cross) | ||||||||||||
O.3.3 | Determination | of | the | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | |||||||
compensation. | cross) | cross) | cross) | cross) | |||||||||||
O.4 Report on the Remuneration Policy and Related Compensation | |||||||||||||||
O.4.1 | Binding resolution | on the first | (mark with a | (mark with a | ……………… | (mark with a | (mark with a | ||||||||
section pursuant to art.123-ter, | cross) | cross) | cross) | cross) | |||||||||||
paragraph 3 of the TUF. | |||||||||||||||
O.4.2 | Non-binding resolution | on the | (mark with a | (mark with a | (mark with a | (mark with a | |||||||||
second section pursuant to art. 123-ter, | ……………… | ||||||||||||||
cross) | cross) | cross) | cross) | ||||||||||||
paragraph 4 of the TUF. | |||||||||||||||
O.5 Motion for approval of a Compensation plan for members of the Board of Directors and managers of the group, valid for the three-yearperiod 2024/2025/2026
O.5 Motion for approval, in accordance | ||||||||||
with | remuneration policies | and | ||||||||
pursuant to art. 114-bis of Legislative | ||||||||||
Decree 58/1998, of a Compensation plan | ||||||||||
("Long-Term | Incentive | Plan") | for | (mark with a | (mark with a | (mark with a | (mark with a | |||
members of the Board of Directors and | ……………… | |||||||||
cross) | cross) | cross) | cross) | |||||||
managers of the group, valid for the | ||||||||||
three-year period 2024/2025/2026 and | ||||||||||
concerning the allocation of stock grant | ||||||||||
rights ("Performance Stock Grant") to | ||||||||||
beneficiaries, to be identified by the | ||||||||||
Board of Directors. | ||||||||||
O.6 Proposal to authorise the purchase and disposal of own shares. | ||||||||||
O.6 Proposal to authorise the purchase | ||||||||||
and disposal of own shares, within the | ||||||||||
maximum number permitted and with a | (mark with a | (mark with a | (mark with a | (mark with a | ||||||
term | of 18 | months; | contextual | ……………… | ||||||
cross) | cross) | cross) | cross) | |||||||
revocation, for any unused portion, of | ||||||||||
the authorisation resolved by the | ||||||||||
Shareholders' Meeting of 20 April 2023. | ||||||||||
Place/Date ______________, __________________________ | ||||||||||
Signature ____________________________ |
7
LIABILITY ACTION
In the event of a vote on a liability action brought pursuant to article 2393, paragraph 2, of the Italian Civil Code by shareholders at the time of the approval of the financial statements, the undersigned shall appoint the Designated Representative to vote in accordance with the following instruction:
□ IN FAVOUR | □ OPPOSED | □ ABSTAIN |
Place/Date ______________, __________________________
Signature ____________________________
8
NOTES FOR COMPLETION AND TRANSMISSION
- Include the forename and surname of the signatory of the Proxy Form and voting instructions.
- Pursuant to article 135-undecies, paragraph 3, of Italian Legislative Decree no. 58/1998, "Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. In relation to the proposals for which no voting instructions have been conferred, the shareholder's shares will not be counted to calculate the majority and the share of the capital required for approving the resolutions."
- Should significant circumstances occur that were unknown when the proxy was issued, which cannot be communicated to the proxy granter, it will be possible to choose between: a) confirming the voting instruction already expressed; b) changing the voting instruction already expressed; c) revoking the voting instruction already expressed. Should no choice have been made, the voting instructions as per Section A) will be considered confirmed. However, should the proxy granter, in Section A), have indicated a desire to vote in favour of the proposal formulated by the Board of Directors or the shareholder and said proposal should not be submitted or put to the vote for any reason and, in Section B, no choice have been made or the choice indicated in Section A) have been confirmed, the party will be considered to have abstained.
- In the event of amendments or integrationsto the resolution proposals submitted to the shareholders' meeting, it will be possible to choose between: a) confirming the voting instruction already expressed; b) changing the voting instruction already expressed; c) revoking the voting instruction already expressed. Should no choice have been made, the voting instructions as per Section A) will be considered confirmed.
N.B. For any clarifications regarding the conferral of the proxy (and, in particular completing and sending the proxy form and voting instructions), parties authorised to attend the Shareholders' Meeting may contact not only the Designated Representative, at the addresses indicated above and/or at the freephone number 800134679 (in working days and hours).
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PRIVACY GUIDELINES
In accordance with article 13 of Regulation EU 2016/679 ("Regulation on the protection of natural persons with regard to the
processing of personal data and on the free movement of such data")
In relation to the personal data that will come into the possession of Studio Legale Trevisan & Associati - as Designated Representative of the Issuer - in the performance of its activities on your behalf, we wish to inform you of the following.
Data controller
The Data Controller is Studio Legale Trevisan & Associati, located in Milan, at Viale Majno no. 45. The Controller may be contacted at the following address: mail@trevisanlaw.it.
Purposes of the processing
The data contained in the proxy form will be processed for the following purposes:
- performance of the assignment received, or for requirements connected with representation at the shareholders' meeting and voting on your behalf, in compliance with the instructions received from you;
- satisfaction of legal requirements.
Legal basis of the processing
The processing is founded on the following legal bases:
- compliance with contractual obligations, or those derived from the assignment conferred by you;
- compliance with a legal obligation to which the Controller is subject, including with respect to the Issuer or supervisory authorities or bodies.
Source of personal data
Personal data are collected directly from you or from public or private archives.
Data processing procedures
The processing will consist in the collection, recording, organisation, structuring, storage, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data.
The processing operations may be carried out by the Controller and/or by persons authorised by it, with or without the help of electronic or otherwise automated tools.
The personal data will be processed lawfully, fairly and in a transparent manner, according to the procedures and for the purposes indicated above, as well as in compliance with the privacy legislation and professional secrecy obligations.
Storage period
In accordance with the principles of lawfulness, purpose limitation and data minimisation, the data will be kept for the period required to carry out the assignment received and, subsequently, for the time during which the Controller is subject to storage requirements for tax, administrative or other legal purposes.
Nature of the provision of the data and consequences of a refusal
In relation to the purposes indicated in point a) of the paragraph "Purposes of the processing", the provision of data is not mandatory, but strictly necessary for carrying out the assignment received. Any refusal to provide such data will make it impossible for the Controller
- as the Designated Representative - to perform the assignment received and satisfy the legal obligations. The associated processing does not require your consent.
In relation to the purposes indicated in point b), the provision of your data is mandatory. Failure to provide such data will make it impossible for the Controller - as the Designated Representative - to perform the assignment received and satisfy the legal obligations. The associated processing does not require your consent.
Communication and dissemination of personal data
The data will be made available for the purposes indicated above, before, during and after the holding of the shareholders' meeting of the Issuer.
The data may become known by employees and agents of the Controller specifically authorised to process them, as well as the Issuer for the fulfilment of legal requirements, including drawing up the minutes of the shareholders' meeting and updating the shareholders' register.
The data may be communicated to all public or private parties to whom disclosure is necessary for compliance with a legal obligation, or based on provisions laid down by authorities entitled to do so by law or by supervisory and control bodies, as well as for purposes strictly connected with and useful for the performance of the assignment received regarding representation at the shareholders' meeting and casting votes.
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Esprinet S.p.A. published this content on 22 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 12:05:54 UTC.