PROXY FORM AND VOTING INSTRUCTION
I, the undersigned,
Last name and first name or Company name
Born in
Tax code
Telephone number
Registered address or office
ID document number
Holder of voting rights for shares of IRCE SPA as:
Holder of the shares
Legal representative or attorney-in-fact
Pledgee
Usufructuary
Manager
Custodian
Other (please specify)
DELEGATES
Last name and first name or company name
Born in
Tax code
Telephone number
E-mail
Registered address or office
ID document number
WITH THE RIGHT TO BE SUBSTITUTED BY
Last name and first name or company name
Born in
Tax code
Telephone number
E-mail
Registered address or office
ID document number
To represent him/her, for IRCE S.p.A. shareholders meeting, which will be held at the Registered office with the first call on 30th April 2026 at 11,00 am, and, if necessary, with the second call on 4th May 2026 at the same time and at the same place.
AGENDA
Financial statements as of 31/12/2025 and relative reports of the Board of Directors and Board of Auditors; related and resulting resolutions;
Allocation of the profit of the period 2025;
Presentation of the consolidated Group financial statements as of 31/12/2025;
Election of the Board of Auditors and its President for the year 2026-2027-2028;
Determination of the annual remuneration for the members of the Board of Auditors;
Proposal of authorization to the purchase and hold of own shares, how to purchase and to sale;
Report on remuneration, examination of Section I (i.e. remuneration policy) resolution pursuant to Article 123-ter, paragraph 3 bis, of Legislative Decree 24/02/98 no. 58;
Report on remuneration, examination of Section II (i.e. remuneration paid in the year) resolution pursuant to Article 123-ter, paragraph 6, of Legislative Decree 24/02/98 no. 58.
Place and date
Signature
RESOLUTIONS SUBJECT TO VOTING (*)
Separate financial statements as at 31/12/2025 and related reports of the Board of Directors and the Board of Statutory Auditors, and consequent resolutions
° IN FAVOUR
° AGAINST
° ABSTAIN
Allocation of profit for the period 2025
° IN FAVOUR
° AGAINST
° ABSTAIN
Appointment of the Board of Auditors for the years 2026-2027-2028
° IN FAVOUR OF THE LIST PRESENTED BY
° AGAINST ALL LISTS PRESENTED
° ABSTAIN ON ALL LISTS PRESENTED
Determination of the annual remuneration for the members of the Board of Auditors;
° IN FAVOUR
° AGAINST
° ABSTAIN
Proposal of authorisation to the purchase and hold of own shares, how to purchase and to sale
° IN FAVOUR
° AGAINST
° ABSTAIN
Remuneration report, first section, binding resolution on the remuneration policy
° IN FAVOUR
° AGAINST
° ABSTAIN
Remuneration report, second section, binding resolution on the remuneration paid in the year
° EXPRESSES FAVOURABLE OPINION
° EXPRESSES CONTRARY OPINION
° ABSTAINER
Intheeventcircumstancesarisethatareunknownatthetimetheproxyisissued(1),theundersigned,withreferencetothe
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour ° against ° abstain
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour ° against ° abstain
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour ° against ° abstain
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour ° against ° abstain
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour ° against ° abstain
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour ° against ° abstain
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour ° against ° abstain
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
IntheeventofvotingonanychangesoradditionstotheresolutionssubmittedtotheShareholders'Meeting(3)withreferencetothe
resolution
° CONFIRMS THE INSTRUCTIONS
° REVOKES THE INSTRUCTIONS
° CHANGES THE INSTRUCTIONS ° in favour of the change/addition proposed by the management body
° in favour of the change/addition proposed by the majority shareholder
° in favour of the change/addition proposed by the minority shareholder
° against all changes/additions proposed
° abstain on all changes/additions proposed
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
°CONFIRMS THE INSTRUCTIONS
°REVOKES THE INSTRUCTIONS
°CHANGES THE INSTRUCTIONS ° in favour of the change/addition proposed by the management body
° in favour of the change/addition proposed by the majority shareholder
° in favour of the change/addition proposed by the minority shareholder
° against all changes/additions proposed
° abstain on all changes/additions proposed
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
°CONFIRMS THE INSTRUCTIONS
°REVOKES THE INSTRUCTIONS
°CHANGES THE INSTRUCTIONS ° in favour of the change/addition proposed by the management body
° in favour of the change/addition proposed by the majority shareholder
° in favour of the change/addition proposed by the minority shareholder
° against all changes/additions proposed
° abstain on all changes/additions proposed
°AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
°CONFIRMS THE INSTRUCTIONS
°REVOKES THE INSTRUCTIONS
°CHANGES THE INSTRUCTIONS ° in favour of the change/addition proposed by the management body
° in favour of the change/addition proposed by the majority shareholder
° in favour of the change/addition proposed by the minority shareholder
° against all changes/additions proposed
° abstain on all changes/additions proposed
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
°CONFIRMS THE INSTRUCTIONS
°REVOKES THE INSTRUCTIONS
°CHANGES THE INSTRUCTIONS ° in favour of the change/addition proposed by the management body
° in favour of the change/addition proposed by the majority shareholder
° in favour of the change/addition proposed by the minority shareholder
° against all changes/additions proposed
° abstain on all changes/additions proposed
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
°CONFIRMS THE INSTRUCTIONS
°REVOKES THE INSTRUCTIONS
°CHANGES THE INSTRUCTIONS ° in favour of the change/addition proposed by the management body
° in favour of the change/addition proposed by the majority shareholder
° in favour of the change/addition proposed by the minority shareholder
° against all changes/additions proposed
° abstain on all changes/additions proposed
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
resolution
°CONFIRMS THE INSTRUCTIONS
°REVOKES THE INSTRUCTIONS
°CHANGES THE INSTRUCTIONS ° in favour of the change/addition proposed by the management body
° in favour of the change/addition proposed by the majority shareholder
° in favour of the change/addition proposed by the minority shareholder
° against all changes/additions proposed
° abstain on all changes/additions proposed
° AUTHORISES the Designated Representative to vote differently from the instructions received (2)
(*) Pursuant to art. 135-undecies, paragraph 3, of Italian Legislative Decree 58/1998, "The shares for which the proxy, even partial, has been issued are counted for the purpose of duly convening the meeting. In relation to the proposals for which no voting instructions have been provided, the shares of such holders are not counted for the purpose of calculating the majority and the percentage of capital required for the approval of resolutions".
In the event significant circumstances arise, unknown at the time the proxy is issued, which cannot be communicated to the shareholder, it is possible to choose between: a) confirmation of the voting instructions already given; b) change to the voting instructions already given; c) revocation of the voting instructions already given; d) authorisation for the Designated Representative to vote differently from the indications provided in section A) of these voting instructions, if the circumstances that have arisen make it reasonable to assume that the shareholder would have changed the voting instructions in such regard, had they been aware of the same. If no choice is made, the voting instructions in section A) shall be confirmed.
This option may be provided in the form, only if the Designated Representative and any substitutes of the latter guarantee the absence of all the conflict of interest conditions indicated in art. 135-decies of Italian Legislative Decree 58/1998.
In the event of changes or additions to the proposed resolutions submitted to the Shareholders' Meeting, it is possible to choose between: a) confirmation of the voting instructions already given; b) change to the voting instructions already given or provision of voting instructions; c) revocation of the voting instructions already given; d) authorisation for the Designated Representative to vote differently from the indications provided in section A) of these voting instructions, if it reasonable to assume that the shareholder would have changed the voting instructions in such regard, had they been aware of the changes or additions. If no choice is made, the voting instructions in section A) shall be confirmed.
DATE SIGNATURE