PROXY FORM AND VOTING INSTRUCTIONS FOR THE ATTENDANCE TO THE SHAREHOLDERS' MEETING OF ITALIAN WINE BRANDS S.P.A.
(This proxy and voting instruction form is provided by Italian Wine Brands S.p.A. (the "Company"), for the sole purpose of facilitating shareholders' participation to the Company's Ordinary Shareholders' Meeting convened for January 27 2025, at 7.30 a.m., at the Company headquarter Viale Abruzzi n. 94 , in Milan, on first call; January 28th, 2025, at 5.00 p.m., at Borsa Italiana - Palazzo Mezzanotte Piazza Affari n. 6 in Milan, on second call).
The Undersigned (1)
*Surname ____________________________________ *Name ___________________________________________ or
*Company name ____________________________________________________________________________________
*Born in______________________________________________ *Prov _____ *on________________________________
*Tax Code _____________________________________ Telephone no._________________________________________
*Address of residence orregistered office _______________________________________________________________
*Surname ____________________________________ *Name ___________________________________________ or
*Company name ____________________________________________________________________________________
*Born in______________________________________________ *Prov _____ *on________________________________
*Tax Code _____________________________________ Telephone no._________________________________________
*Address of residence orregistered office _______________________________________________________________
Person/s entitled to exercise the right on shares of Italian Wine Brands S.p.A. as:
shareholder(2) | pledgee | assignee |
usufructuary | custodian | manager |
legal representative | attorney with authority to sub-delegate |
Delegate/s to, severally _____________________________________________________________________
(1) | Full name of the entitled person as it appears on the copy of the communication for attending the shareholders' meeting referred to Article 83-sexies of Legislative Decree 58/1998 (record date). |
(2) | For this purpose, the person holding the shares on the date referred to in Article 83-sexies of Legislative Decree 58/1998. |
In order to facilitate the attendance to the Shareholders' Meeting, you are invited to send in advance this proxy and any supporting documentation proving the signatory powers as soon as possible. The delegate may, in place of the original, deliver or transmit a copy, including on an electronic medium, of the proxy, certifying under his/her own responsibility the conformity of the proxy to the original and the identity of the delegator The documents, including this proxy, must be sent to the Company by sending a registered mail to the Company's registered office in Milan, Viale Abruzzi 94, or by electronic notification to the certified email address iwb@legalmail.it.
[surname and name orcompany name]
with the right to be substituted by, severally ________________________________________________________
[surname and name orcompany name]
to represent him/her (for the purposes of intervention and voting) at the Ordinary Shareholders' Meeting of Italian Wine Brands S.p.A. called for the days:
- January 27 th, at 7.30 am, at the Company headquarter Viale Abruzzi n. 94 in Milan, on first call;
- January 28th, at 05.00 p.m, at Borsa Italiana - Palazzo Mezzanotte, Piazza Affari n. 6 in Milan, on second call.
- with reference to no.________________________________ ordinary shares of Italian Wine Brands S.p.A.
- with reference to all ordinary shares of Italian Wine Brands S.p.A. for which he/she has requests the communication for attending the Shareholders' meeting,
with the following agenda:
1. Distribution of an extraordinary dividend through the use of available reserves. Related and consequent resolutions.
as per the instructions provided to the same, fully endorsing its work on completion of the shareholders' meeting discussion.
Place, date | Signature/s |
________________________________ | _______________________________ |
VOTING INSTRUCTIONS
(RESERVED FOR THE DELEGATE / NOT TO BE HANDED OVER TO THE COMPANY)
(Tick the chosen boxes)
The undersigned proxy signatory(s)(3)
*Surname____________________________________ *Name _________________________________________
DELEGATES the delegate to vote in accordance with the following instructions
to the Ordinary Shareholders' Meeting of Italian Wine Brands S.p.A. convened on January 27th, 2025, at 7:30 a.m., at the Company headquarter Viale Abruzzi n. 94, in Milan, on first call, and on January 28th, at 05.00 p.m., at Borsa Italiana - Palazzo Mezzanotte, Piazza Affari n. 6 in Milan on second call:
RESOLUTIONS SUBMITTED TO THE VOTE
ONLY ITEM ON THE AGENDA:
1. Distribution of an extraordinary dividend through the use of available reserves. Related and consequent resolutions.
- Proposed resolution on the only item on the agenda: (please tick only one box)
- IN FAVOUR OF THE RESOLUTION PROPOSAL OF THE ADMINISTRATIVE BODY
- AGAINST THE RESOLUTION PROPOSAL OF THE ADMINISTRATIVE BODY
- ABSTAINED
Unknown circumstances or changes or additions
In the event of unknown circumstances at the time in which the proxy is issued or in the event of amendments or additions to the resolution proposals submitted to the Shareholders' Meeting, the undersigned: (please cross only one box)
- CONFIRM the instructions
- REVOKES instructions
- AMEND the instructions as follows: □ in favour □ against □ abstained
(3) Full name of the legitimated party as it appears on the copy of the communication for participation in the shareholders' meeting pursuant to Article 83-sexies of Legislative Decree 58/1998 (record date).
* * * * * * | |
Place, date | Signature(s) |
________________________________ | _______________________________ |
Instructions for filling in the form
In the event of being unable to attend in the Shareholders' Meeting, the entitled person has the right to appoint a person of their choice as a delegate for the attendance and the vote.
- The proxy must be in writing, must be dated and signed and the name of the delegate must be entered by the shareholder and not by third parties;
- representation can only be given for individual Shareholders' Meetings, with effect also for subsequent calls, except for:
- general power of attorney; or
- power of attorney conferred by a company, association, foundation or other collective body or institution ("Entity") to an employee;
- in the cases referred to in points (b)(i) and (b)(ii) and whenever the person entitled to exercise the right to attend and vote is an Entity, a copy of the documentation that grants the powers of representation must be attached to the proxy to be kept in the records of Italian Wine Brands S.p.A.;
- if the representation is conferred upon an Entity, the latter may only delegate it to an employee or collaborator;
- the proxy may also be issued to a person who is not a shareholder of Italian Wine Brands S.p.A;
- in the case of co-ownership of shares the proxy must always be issued with the signatures of all co-owners, even if who attends is also a co-owner;
- it should be noted that, in case of a proxy granted in the absence of specific voting instructions from the delegator to the delegate, the regulations regarding significant shareholdings in listed issuers pursuant to Article 118, paragraph 1, letter c) of Consob Regulation no. 11971/99, as referred to in Article 8 of the Bylaws of Italian Wine Brands S.p.A., may be applied;
- the granting of a proxy to a representative with a conflict of interest is permitted provided that the representative discloses in writing to the shareholder the circumstances giving rise to the conflict of interest and that there are specific voting instructions for each resolution in respect of which the representative have to vote on behalf of the shareholder;
- shareholders are invited to read Article 2372 of the Italian Civil Code, which set forth the limits to the granting of proxies;
- the proxy (and not the voting instructions)must be delivered in original to the Company, together with the documentation proving the signatory powers, through its proxy holder, before the beginning of the meeting proceedings, or it must be received by the Company by means of certified electronic email no later than 2 hours prior to the starting time of the meeting in order to facilitate the accreditation operations of the delegating party and its delegate by the Company and to guarantee the correct legitimation of the shareholder, without prejudice to the validity of the proxy sent after this deadline, but before the beginning of the meeting proceedings (in such case of delay in the electronic transmission, it is not possible to guarantee the registration of the intervention at the opening of the meeting proceedings);
- voting instructions do not have to be delivered to the Company, but only to delegated person(s).
For any further clarification or information on how to participate in the Shareholders' Meeting of IWB S.p.A., please contact the Company at the following telephone number: +39 02
30516516- e-mail: investors@italianwinebrands.it.
DISCLOSURE
We remind you, pursuant to Article 13 of Regulation no. 679/2016 (GDPR), that the data contained in the proxy form will be processed by IWB S.p.A. - the Data Controller - to manage the proceedings of the Shareholders' Meeting, in compliance with current legislation on the protection of personal data. In addition to the above-mentioned purposes, the aforementioned data may be processed in order to comply with the obligations provided for by law, regulations or European Union legislation. The legal basis for the processing is, therefore, the relationship of shareholder (or the delegate) of IWB S.p.A. and the necessity to comply with a legal obligation. IWB S.p.A. keeps the data for a period of time that does not exceed the fulfilment of the purposes for which it was collected and subsequently processed, as well as for the period of time required by law, for administrative purposes and for the management of any complaints/disputes.
Processing is carried out manually and/or by means of computerised and telematic tools with logic related to the above-mentioned purposes and, in any case, in such a way as to guarantee security and confidentiality.
Personal data can be known by our collaborators who are specifically authorised to process them, as Data Processors or Persons in Charge, for the pursuit of the above-mentioned purposes; such data may be disclosed (in particular, some personal data may be disclosed to the financial market, in accordance with current legislation and CONSOB regulations) or communicated to specific persons in fulfilment of a legal obligation, regulation or European Union legislation, or. on the basis of instructions issued by Authorities legitimated to do so by law or by supervisory and control bodies (including, for example, Directors, Statutory Auditors, External Auditor, etc.); without the data indicated as mandatory (*) it shall not be possible to allow the delegate to attend the Shareholders' Meeting.
The data subject has the right to know, at any time, what data of theirs are held by us, their origin and how they are used; also has the right to have them updated, corrected, supplemented or cancelled such data, request their block and oppose their processing (within the limits and under the conditions laid down in Articles 15-21 of the GDPR) by contacting IWB S.p.A. (tel. +39 02 30 516 516).