For the sake of clarity, persons being registered on both the Companys US
Shareholders Register and the Companys Shareholders Book (Libro Soci) as holders of ordinary shares, or persons acquiring the beneficial ownership of the ordinary shares, after the Record Date shall not be entitled to attend
and vote at the Shareholders Meeting.
Persons being registered on both the Companys US Shareholders Register and the
Companys Shareholders Book (Libro Soci) after the Record Date but prior to the opening of the Shareholders Meeting shall be regarded, respectively, as absent from the Shareholders Meeting and not voting in favor of the
resolutions approved by the shareholders at the Shareholders Meeting for the purpose of challenging such resolutions pursuant to Article 2377 of the Italian Civil Code. However, Beneficial Shareholders being such on the Record Date and
obtaining registration on both the Companys US Shareholders Register and the Companys Shareholders Book (Libro Soci) prior to the Shareholders Meeting date shall be entitled to challenge the resolutions approved
by the Shareholders Meeting pursuant to Article 2377 of the Italian Civil Code subject to providing proof not to have voted in favor of the relevant resolutions as Beneficial Shareholders.
II. Modalities of attendance and voting at the Shareholders Meeting
II.1 Class A Shareholders and Registered Shareholders
Class A Shareholders and Registered Shareholders have the right to attend and vote at the Shareholders Meeting either in person,
via teleconference, or by a representative appointed, according to the provisions of Article 2372 of the Italian Civil Code, by means of a proxy granted in writing or through a document electronically signed pursuant to Italian Legislative
Decree no. 82 of March 7, 2005 (such representative, the Proxy).
Computershare IT is available to serve as Proxy
for Class A Shareholders and Registered Shareholders and vote at the Shareholders Meeting on their behalf, in relation to the item on the agenda, according to the instructions received, at no costs or expenses for Class A
Shareholders and Registered Shareholders.
Without prejudice to the shareholders rights set forth by the applicable law,
Class A Shareholders and Registered Shareholders are requested to inform the Company in advance of their intention to attend personally (or, if legal entities, by the legal representative or other attorney) the Shareholders Meeting
via teleconference, to appoint a Proxy, or to give voting instructions to Computershare IT.
To this end, the holders of
Class A shares as of the Record Date and Registered Shareholders will receive, respectively, from the Company or the Transfer Agent and Registrar Computershare Inc. (Computershare US), at the address resulting from the
Shareholders Book (Libro Soci), (i) this notice, (ii) a form to be completed by the Class A Shareholders and Registered Shareholders intending to attend personally (or, if legal entities, by the legal representative or other
attorney) the Shareholders Meeting to provide the participants relevant personal information (the Participant Information Form), and (iii) a form to be completed by the Class A Shareholders and Registered
Shareholders in order to appoint Computershare IT or another Proxy to attend and vote at the Shareholders Meeting on their behalf and provide it with voting instructions on the item on the agenda (the Proxy Card).
Instructions for completing and returning, as applicable, the Participant Information Form or the Proxy Card to the Company or Computershare US and joining the Shareholders Meeting via teleconference shall be included therein.
Class A Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required
attachments, to the Company (or, in case Computershare IT is appointed as Proxy, to Computershare IT) preferably by September 29, 2023, at 4:30 p.m. EDT (10:30 p.m. CEST).
Registered Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required
attachments, to Computershare US by September 29, 2023, at 4:30 p.m. EDT (10:30 p.m. CEST).