GVS S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS.
Pursuant to the Company Bylaws and to Article 135-undecies.1 of Legislative Decree no. 58/1998 ("TUF"), the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative. In compliance with the provisions of the art. 135-undecies.1 of the Legislative Decree. n. 58/1998, the aforementioned Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies, as an exception to Article 135-undecies, paragraph 4, of the TUF, signing this proxy form.
Declaration of the Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote 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-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.
With reference to the Ordinary General Meeting of GVS S.p.A. to be held to the offices of GVS S.p.A., in Via Roma n. 50, Zola Predosa (BO) on 15 May 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 http://www.gvs.com in the section "Governance - Shareholders' Meeting" on 2 April 2026 , and, in abridged form, in the Italian daily newspaper "Milano Finanza" and having regard to the Reports on the items on the Agenda made available by the Company with this
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.
in quality of (tick the box that interests you) (*)
shareholder with the right to vote OR IF DIFFERENT FROM THE SHARE HOLDERlegal 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 IT0012345 (ISIN number) (to be filled in with information regarding any further communications relating to deposits) | Registrated 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 | Registrated 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 | Registrated 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/SUBDELEGATES MONTE TITOLI S.P.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.
DECLARES
the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;
to have requested from the custodian the communication for participation in the Meeting as indicated above;
that there are no reasons for incompatibility or suspension of the exercise of voting rights;
(in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.
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) *
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 GVS to be held at the offices of GVS S.p.A., in Via Roma n. 50, Zola Predosa (BO) on 15 May 2026, at 11:00 a.m. on single call.
RESOLUTIONS SUBJECT TO VOTINGPlease 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 Financial Statements as at 31 December 2025 and proposed allocation of the period result. Related and consequent resolutions:
1.A approval of the Financial Statements as at 31 December 2025, accompanied by the Directors' Report on Operations, the Report of the Board of Statutory Auditors and the Independent Auditors' Report. Presentation of the Consolidated Financial Statements as at 31 December 2025. Submission of the Consolidated Sustainability Statement prepared pursuant to Legislative Decree No. 125/2024; | |||||
SECTION A Vote for the proposal of the Board of Tick only one box: Directors | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
1.B resolutions relating to the allocation of the result for FY 2025. | |||||
SECTION A Vote for the proposal of the Board of Tick only one box: Directors | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
2 Approval of the "GVS Performance Shares Plan 2026-2028". Related and consequent resolutions. | |||||
SECTION A Vote for the proposal of the Board of Tick only one box: Directors | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
3 Report on the remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Article 84-ter of CONSOB Regulation No. 11971/1999;
3.A binding resolution on the first section on the Remuneration Policy prepared in accordance with Article 123-ter, paragraph 3, of Legislative Decree No. 58 of 24 February 1998; | |||||
SECTION A Vote for the proposal of the Board of Tick only one box: Directors | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
3.B non-binding resolution on the second section on compensation paid prepared pursuant to Article 123-ter(4) of Legislative Decree No. 58 of 24 February 1998. | |||||
SECTION A Vote for the proposal of the Board of Tick only one box: Directors | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
4 Integration of the fees of the independent auditors for FYs 2020-2028. Related and consequent resolutions. | |||||
SECTION A Vote for the proposal of the Board of Tick only one box: Directors, upon a reasoned proposal of the Board of Statutory Auditors | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
5 Authorisation for the purchase and disposal of treasury shares pursuant to Articles 2357, 2357-ter of the Italian Civil Code, Article 132 of Legislative Decree No. 58 of 24 February 1998 and Article 144-bis of the Consob regulation adopted by resolution No. 11971 of 14 May 1999, subject to revocation, for the part that remains unfulfilled, of the authorisation resolution passed by the Ordinary Shareholders' Meeting on 8 May 2025. Related and consequent resolutions. | |||||
SECTION A Vote for the proposal of the Board of Tick only one box: Directors | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
6 Appointment of the Board of Directors. Related and consequent resolutions: | |||||
6.1 Determination of the number of members of the Board of Directors; | |||||
SECTION A Tick only one box: Proposer: | In Favour | Against | Abstain | ||
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 | confirms the instructions | revokes the instructions | Modify the instructions: In favour Against | ||
proxy signatory | Abstain | ||||
6.2 Determination of the term of office of the Board of Directors; | |||||
SECTION A Tick only one box: Proposer: | In Favour | Against | Abstain | ||
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 | confirms the instructions | revokes the instructions | Modify the instructions: In favour Against | ||
proxy signatory | Abstain | ||||
6.3 Appointment of the members of the Board of Directors; Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines. | |||||||||
SECTION A Indicate the number of the chosen list or against / abstained with reference to all the lists | List no. | Against | Abstain | ||||||
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 | confirms the instructions | revokes the instructions | Modify the instructions: In favour Against | ||||||
proxy signatory | Abstain | ||||||||
6.4 Appointment of the Chairperson of the Board of Directors; | |||||
SECTION A Tick only one box: Proposer: | In Favour | Against | Abstain | ||
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a | confirms the instructions | revokes the instructions | Modify the instructions: | ||
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory | In favour Against Abstain | ||||
6.5 Determination of the remuneration of members of the Board of Directors. | |||||
SECTION A Tick only one box: Proposer: | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
7 Appointment of the Board of Statutory Auditors for the three-year period 2026-2028. Related and consequent resolutions: | |||||||||
7.1 Appointment of three Standing Auditors and two Alternate Auditors; Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines. | |||||||||
SECTION A Indicate the number of the chosen list or against / abstained with reference to all the lists | List no. | Against | Abstain | ||||||
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 | confirms the instructions | revokes the instructions | Modify the instructions: In favour Against | ||||||
proxy signatory | Abstain | ||||||||
7.2 Appointment of the Chairperson of the Board of Statutory Auditors; | |||||
SECTION A Tick only one box: Proposer: | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
7.3 Determination of the annual remuneration of the standing members of the Board of Statutory Auditors | |||||
SECTION A Tick only one box: Proposer: | In Favour | Against | Abstain | ||
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 | Modify the instructions: In favour Against Abstain | ||
(Place and Date) * (Signature) *
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) *
INSTRUCTIONS FOR THE FILLING 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)
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.
Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).
The proxy with the relating voting instructions shall be received together with:
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,
(in the event of a sub-proxy, the following must be sent to the Designated Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)
by one of the following alternative methods:
transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "Proxy for GVS May 2026 Shareholders' Meeting") 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);
transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for GVS May 2026 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com (subject line: "Proxy for GVS May 2026 Shareholders' Meeting").
The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.
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 privacy policy is available at the link: Corporate Data and Legal Info | euronext.com
GVS's privacy policy:
Information pursuant to Articles 13 and 14 of EU Regulation 2016/679 and current national data protection legislation
Pursuant to EU Regulation 2016/679 (hereinafter, the "GDPR Regulation" or "GDPR") and the national legislation in force on the protection of personal data (hereinafter, together with the GDPR, the "Privacy Law"), GVS S.p.A., with registered office in via Roma n. 50, Zola Predosa (BO), in the person of its Legal Representative pro tempore, in its capacity as Data Controller (hereinafter, the "Data Controller"), email privacy@gvs.com, is obliged to provide information on the use of personal data.
Purposes of processing and mandatory conferral of data
All personal data is collected and processed, in compliance with legal provisions and confidentiality obligations, for the purpose of verifying the regular constitution of the Shareholders' Meeting, ascertaining the identity and legitimacy of those present, as well as the fulfilment of further mandatory Shareholders' Meeting and corporate formalities. Conferral for these purposes is compulsory. Failure to provide the relevant data may result in non-admission to the Shareholders' Meeting.
Legal basis
The legal basis of the processing is identified as the fulfilment of legal obligations to which GVS S.p.A. is subject (e.g. Art. 2370 et seq. of the Italian Civil Code).
Processing methods
The processing of your personal data or of personal data referring to third parties (e.g. delegated parties or their substitutes) communicated by you (the "Personal Data") shall take place in compliance with the provisions of Privacy Law, using paper, computer or telematic tools, with logics strictly related to the indicated purposes and, in any case, with methods suitable to guarantee their security and confidentiality in compliance with Privacy Law.
Categories of data processed
In relation to the purpose described above, GVS S.p.A. processes Personal Data such as, merely by way of example, personal details (e.g. name, surname, address, date of birth, identity card and tax code).
Disclosure and dissemination of data
For the pursuit of the purposes described above, Personal Data may be disclosed:
to the persons appointed or prescribed, in connection with the fulfilment of legal and/or regulatory obligations and/or deriving from EU legislation (taking into account that the Company is listed on a regulated market and therefore subject to additional obligations and disclosure requirements);
the persons appointed/authorised to process data of the company secretariat and administrative and control bodies of GVS S.p.A.
Data retention
All Personal Data will be kept, together with the documents produced during the Shareholders' Meeting, by GVS S.p.A. in order to report what is recorded in the minutes. In accordance with the principles of proportionality and necessity, Personal Data will be kept in a form that allows the identification of the data subjects for a period of time not exceeding the fulfilment of the purposes for which they are processed.
Rights of the data subject
The persons to whom the Personal Data refers shall have the right, at any time, to obtain confirmation of the existence or non-existence of such data and to know its content and origin, to verify its accuracy or to ask that it be supplemented or updated, or rectified (Articles 15 and 16 of the GDPR). Furthermore, data subjects also have the right to request deletion, restriction of processing, withdrawal of consent and data portability as well as to lodge a complaint with the supervisory authority and to object in any case, on legitimate grounds, to its processing (Art. 17 et seq. GDPR). These rights may be exercised by written notice to be sent to: privacy@gvs.com. The Controller, also through the designated structures, shall process your request and provide you, without undue delay, with information on the action taken with regard to your request.
MONTE TITOLI S.p.A.