RAI WAY S.P.A. Rai Way S.p.A. -Shareholders' Meeting of April 27th, 2022
Proxy form to confer the ordinary 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 17th, 2020
Pursuant to the Law Decree no. 18 on March 17th 2020 containing measures to strengthen the National health service and economic support for families, workers and business connected to the epidemiological emergency due to COVID-19 approved by the Italian Council of Ministers on March 16, 2020, converted with modifications by Law no. 27 of 24 April 2020, the application of which was lastly extended by effect of Law Decree no.228 on 30 December 2021 converted with modifications by Law no. 15 of 25 February 2022, and as stated in the notice of call of Rai Way S.p.A. Shareholders' Meeting on April 27, 2022 published on March 25, 2022, on the Company's websitewww.raiway.it (under section Governance/Shareholders' Meeting/Ordinary Shareholders' Meeting 2022/Notices and information), integrated with the notice published on April 6, 2022 on the same Company's website under the same above mentioned section, the present proxy/sub delegation can be conferred only to Computershare S.p.A.; consequently it must be notified toufficioroma@pecserviziotitoli.it. Computershare S.p.A. is at disposal for any kind of information by phone at no. +39 06-45417413 from 9:00 am to 6:00 pm from Monday to Friday or by e-mail toufficiorm@computershare.it.
ORDINARY PROXY/SUB DELEGATION 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 * .............................................................................................. 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 04-14-2022 (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 RAI WAY ORD (ISIN IT 0005054967) ...................................................................................................................
(3) registered in the name of ……………………………………………………………………………… Place of birth * ............................................................
Date of birth * ............................. TAX / VAT Code (or other equivalent code) …………………………
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:
• 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.
AFFIRMS
• under his/her own liability, in the event of sub-delegation, for the purposes of the provisions of art. 135-novies, paragraph 5, of Legislative Decree no. 58/1998, as proxy holder the compliance of the proxy form to the original document and the identity of the proxy grantor. The original of the proxy must be kept for one year from the conclusion of the Shareholders' Meeting.
DATE
Form of identification (6) (type)*
Issued by *
no. *
SIGNATURE
1
Rai Way S.p.A. -Shareholders' Meeting of April 27th, 2022
Proxy form to confer the ordinary 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 17th, 2020
VOTING INSTRUCTION
(For use of Appointed Representative only - Tick relevant boxes and send to Computershare S.p.A. as the instructions for filling in)
The undersigned (7)
INSTRUCTS the Appointed Representative to vote at the above indicated Shareholders' Meeting as follow (8)
RESOLUTIONS TO BE VOTED | VOTING INSTRUCTIONS |
F(for), C (against), A (abstain) |
1 - Annual financial statements for the year ended 31 December 2021; Report on Operations of the Board of Directors; Report of the Board of Statutory Auditors and Report of the Independent Auditors. Related resolutions (9) | |||||
Section A | Voting instructions | ||||
A - vote for resolution proposed by the Board of Directors | F | C | A | ||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A |
2 - Proposal for allocation of profit for the year. Related resolutions. (9) | |||||
Section A | Voting instructions | ||||
A - vote for resolution proposed by the Board of Directors | F | C | A | ||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A |
2
Rai Way S.p.A. -Shareholders' Meeting of April 27th, 2022
Proxy form to confer the ordinary 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 17th, 2020
3 - Report on Remuneration Policy and Remuneration Paid: | |||||
3.1 - Approval of the first section of the Report pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998. (9)1 | |||||
Section A | Voting instructions | ||||
A - vote for resolution proposed by the Board of Directors | F | C | A | ||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A | ||
3.2 - Resolutions related to the second section of the Report pursuant to Art. 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998. (9)2 | |||||
Section A | Voting instructions | ||||
A - vote for resolution proposed by the Board of Directors | F | C | A | ||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A |
___________________________
1 Please remind that, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58/98 (TUF), the resolution on subpoint 3.1 is binding.
2 Please remind that, pursuant to Art. 123-ter, paragraph 6, of Legislative Decree no. 58/98 (TUF), the resolution on subpoint 3.2 is not binding.
3
Rai Way S.p.A. -Shareholders' Meeting of April 27th, 2022
Proxy form to confer the ordinary 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 17th, 2020
4 - Integration of fees for the audit firm PricewaterhouseCoopers S.p.A. for carrying out the external audit of the accounts for the financial years 2021-2022. Related resolutions. (9) | |||||
Section A | Voting instructions | ||||
A - vote for resolution proposed by the Board of Statutory Auditors | F | C | A | ||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A |
5 - Proposal to authorize the purchase and disposal of treasury shares, upon revocation of the purchase authorization and disposal authorization resolved by the Shareholders' Meeting of 27 April 2021. Related resolutions. (9) | |||||
Section A | Voting instructions | ||||
A - vote for resolution proposed by the Board of Directors | F | C | A | ||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A |
6. Appointment of two Directors to integrate the Board of Directors. (12) | |||||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A |
4
Rai Way S.p.A. -Shareholders' Meeting of April 27th, 2022
Proxy form to confer the ordinary 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 17th, 2020
7. Appointment of the Chairman of the Board of Directors. (12) | |||||
Section B | Conf | Rev | Mod Voting instructions | ||
B - vote for unknown circumstances (10) | Conf | Rev | F | C | A |
Section C | Voting instructions | ||||
C1 - vote for resolution proposed by holder of the majority interest (11) | F | C | A | ||
C2 - vote for resolution proposed by _____________________________________________________________________ (11) | F | C | A |
Derivative action against Directors
Vote for possible proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code at the Shareholders' Meeting called for approval of the annual financial statements (If no Voting instruction are indicated, the Appointed Representative will vote C - against) | F | C | A |
DATE
SIGNATURE
5
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Rai Way S.p.A. published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 06:51:03 UTC.
