Tesmec S p A : Proxy form to Computershare ex art. 135-novies TUF

TESMEC S.p.A. - Ordinary and Extraordinary Shareholders' Meeting April 18, 2024

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17, 2020

Pursuant to article 106 of Law Decree on March 17, 2020 No. 18, as subsequently extended, and as stated in the notice of call of Tesmec S.p.A. Shareholders' Meeting on April 18, 2024, the proxy can be conferred to Computershare S.p.A..

Computershare S.p.A. is at disposal for any kind of information by phone at no. [phone] from 9:00 a.m. to 6 p.00 pm from Monday to Friday or by e-mail to [e-mail].

PROXY FORM

Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare S.p.A. (1)

* mandatory information

The undersigned * (natural person only)...................................................................................... Place of birth *........................................................ Date of birth*.................................

Tax code *………………………...........................................................................................................................................................................................................................…

	Resident in (town/city) *	at (street / address) *
	telephone no * ………………….............................. e-mail	.................................................................................................................................................................................
	(2) entitled to exercise the voting right at April 9, 2024 (Record Date) as:	registered share holder - legal representative - attorney/proxy holder with authority to sub-delegate
	pledgee - Taker in -	beneficiary interest holder -	official receiver -	manager -
	other (specify) …………………………..........................................................………………………..
	for no*	of ordinary shares Tesmec
	(3) registered in the name of (natural or legal person)………………………………………..……………………………………………Place of birth *
	Date of birth *	ID no. (Tax Code/LEI)..	…………………………..…
	Resident in (town/city) *………………………………… at (street / address) *…..…………………………………………………………………………………………….
	(4) Registered in the securities account no	At	.............................................. Bank Code (ABI)	Branch Code (CAB)
	(5) as resulting from communication no ........................... Made by (Bank)

DELEGATES/SUBDELEGATES Computershare S.p.A. with registered offices in Milan, Via Lorenzo Mascheroni, 19 to attend and vote to the abovementioned general meeting, with reference to the shares above, in accordance with the instructions provided and

DECLARES that no matter of compatibility or suspension are affecting the vote and he/she is aware that:

• under his/her own liability, as proxy holder the compliance of the proxy form electronically provided to the original document and the identity of the proxy grantor;
• in case of amendment or integration of the proposals presented to the Shareholders' Meeting, or in the absence of the expression of the vote, Computershare S.p.A will express a non-vote
• the proxy/subdelegation will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to legitimate attendance and voting, has been received by the Company before the start of the meeting works.

DATE

Form of identification (6) (type)*

Issued by *

no. *

SIGNATURE

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TESMEC S.p.A. - Ordinary and Extraordinary Shareholders' Meeting April 18, 2024

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17, 2020

VOTING INSTRUCTIONS

(For use of Appointed Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)

WARNING

The voting instructions form may require changes to include any additional proposals for the items on the agenda or proposals submitted individually by the shareholders by April 3, 2024 according the provisions of the meeting notice, therefore this form will be integrated and republished on the website with the new proposals. In the event of submission of proposals that imply the issue of new voting instructions, the instructions already conferred on the only topic subject to integration lose their validity and will regain it only after issuing voting instructions also on the new proposals. However, the voting instructions on the other topics remain valid and effective.

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

	VOTING
	INSTRUCTIONS
RESOLUTIONS TO BE VOTED	F(for), C (against), A
	(abstain)

ORDINARY SESSION

1. Approval of the financial statements as at 31 December 2023 and presentation of the Tesmec Group's consolidated financial statements and relevant reports, including the consolidated non-financial statement; allocation of result for the period; related and consequent resolutions.

	0010	- (item 1.1)	Approval of the financial statements as at 31 December 2023 and the Board of Directors' report on operations.
	Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
	Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (10)	F	C	A
	0020	- (item 1.2)	Allocation of profit or loss for the period.

Section A - vote for resolution proposed by the Board of Directors (9)

Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (10)

F

F

C

C

A

A

2. Resolutions regarding the report on the policy of remuneration and compensation paid pursuant to Article 123-ter of Legislative Decree 58/1998 and Article 84-quater of CONSOB Regulation no. 11971/1999; related and consequent resolutions.

0030 - (item 2.1) Binding vote on the remuneration policy relating to 2023 illustrated in the first section of the report.

Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (10)	F	C	A

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TESMEC S.p.A. - Ordinary and Extraordinary Shareholders' Meeting April 18, 2024

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17, 2020

0040 - (item 2.2) Consultation on the second section of the report regarding the fees paid in 2022 or relating to them.

	Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
	Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (10)	F	C	A
	0050 - (item 3) Authorisation to purchase and dispose of treasury shares; related and consequent resolutions.
	Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
	Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (10)	F	C	A
	EXTRAORDINARY SESSION
	0060 - (item 1) Amendments to Article 5 and Article 9 of the Articles of Association in order to introduce the Increased Vote pursuant to
	Article 127-quinquies of Legislative Decree No. 58/1998; related and consequent resolutions.
	Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A
	Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (10)	F	C	A

0070 - (item 2) Amendments to the Chapter "Shareholders' Meeting" of the Articles of Association; related and consequent resolutions.

Section A - vote for resolution proposed by the Board of Directors (9)

Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (10)

F

F

C

C

A

A

Derivative action against Directors

Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon approval of the annual financial statements (If no voting instruction are indicated, the Appointed Representative will vote C - against).

F

C

A

DATE

SIGNATURE

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TESMEC S.p.A. - Ordinary and Extraordinary Shareholders' Meeting April 18, 2024

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17, 2020

Instructions for filling in and submitting the form

1. The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within April 17, 2024 h. 12:00 a.m., using one of the following methods:

1. Registered Email Holders (PEC): as an attachment document (PDF format) sent to [e-mail] the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;
2. Digital Signature Holders (FEA): as an attachment document with digital signature sent to [e-mail] in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Digital Signature Holder;
3. Common Email address Holders: as an attachment document (PDF format) sent to [e-mail]. In this case, the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. via Nizza 262, 10126 Turin;
4. Via FAX: number [phone].

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

1. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.
2. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.
3. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.
4. Reference to the communication made by the intermediary and its name.
5. Provide details of a valid form of identification of the proxy signatory.
6. Provide the name and surname of the signatory of the Proxy form and Voting instructions
7. In accordance to art. 106 DL 17.3.2020 no. 18, the exclusive appointed representative may receive subdelegations but it is liability of the proxy holder to provide appropriate voting instruction accordingly to the instructions submitted by the original proxy grantor.
8. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company websitewww.tesmec.com- corporate website - Governance - Shareholders' meeting". Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Section A and/or A2.
   The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).
9. If the Section A2 is on the form, it collects instructions when an alternative, complementary or additional resolution to the motion proposed by the Board of Directors had been presented and published, within the term and in the cases provided. The Appointed Representative shall vote on each motion in accordance with the instructions and the delegating party shall give instructions consistent with the type of proposals (alternative or complementary) published.

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TESMEC S.p.A. - Ordinary and Extraordinary Shareholders' Meeting April 18, 2024

Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

pursuant to article. 106, paragraph 4, Law Decree n. 18 on March, 17, 2020

INFORMATION ON PERSONAL DATA PROCESSING

Pursuant to the Regulation (EU) 2016/679 (the "Regulation")

Personal Data Controller

Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, 19 (hereinafter, "Computershare" or the " Controller"), Appointed Representative of the company pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and art. 106 DL 17 March 2020 n. 18, as controller of "Processing" (as defined in article 4 of the Regulation) of Personal Data (as defined below) provides the present "Information on Personal Data Processing", in compliance with the provisions of the applicable law (article 13 of Regulation and subsequent national legislation)

Object and methods of processing

The personal data of the shareholder and of his possible representative (hereinafter, the "Delegating party"), as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the shareholding (hereinafter "Personal Data") are communicated by the Delegating party, even by electronic means, to Computershare through this form, in order to grant the proxy to attend and to vote at the shareholders' meeting on behalf of the Delegating party according his voting instructions

The Controller process the Personal Data of the Delegating party reported in this form, lawfully, fairly and limited to what is necessary in relation to the purposes for which they are processed. The processing - as collection or any other operation as set forth in the definition of "processing" pursuant article 4 of the Regulation - shall be performed by papery or automated means, implementing the appropriate organizational and logical measures required by the purposes here above mentioned.

Purpose and legal basis of the Processing

The purpose of the Processing by the Controller is to allow the correct expression of voting instruction by the Appointed Representative in the shareholders' meeting on behalf of the Delegating Party, in compliance with the provisions of the aforementioned art. 135-undecies of TUF and art. 106 DL 17 March 2020 n.18.

The legal basis of the Processing is represented by:

• contractual obligations: to comply with the obligations arising from the agreement between the Delegating Party and the Appointed Representative;
• legal obligations: to comply with the legal obligations the Appointed Representative shall fulfil towards the company and the Authorities.

The collection and the Processing of Personal Data is necessary for the purposes indicated above. Failure to provide the aforementioned Personal Data implies, therefore, the impossibility to establish and manage the above agreement.

Recipients, storage and transfer of Personal Data

The Personal Data will be made accessible, for the purposes mentioned above - before, during and after the shareholders' meeting - to the employees and collaborators of the Controller who are in charge of Processing.

The Personal Data provided will be kept for a period of at least 1 year, in accordance with current legislation and will be disclosed to third parties only in compliance with legal obligations or regulations or at the request of the Authorities. This period is consistent with the provisions of current legislation.

Personal Data will be processed within the European Union and stored on servers located within the European Union. The Personal Data will be communicated to the Company to comply with the obligation under the law regarding the shareholders meeting's minutes, updating of shareholders' register and to third parties only if required by the Authorities.

Rights of the Delegating party

The Delegating Party has the right to ask, in every moment, which Personal Data and how they are processed . The Delegating party may ask to update, complete, correct or even erase the Personal Data. The Delegating party can also ask to restrict the use of his Personal Data or withdraw the consent to use them, but in such case it will be impossible to attend and vote at the shareholders' meeting. The Personal Data and the voting instructions will be kept for 1 year at disposal of the Authorities.

For the exercise of the aforementioned rights, the Delegating party can write to Computershare to the address reported in the form or to the following email address [e-mail]. For the Privacy Policy and all Computershare activities, please visit our website https://www.computershare.com/it/policy.

Computershare S.p.A.

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