Reply S p A : Proxi/subelegation form to the appointed representative

REPLY S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24 th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10- undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14.

In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10-undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14., the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Appointed 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. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.

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 REPLY S.p.A. to be held at the Company's offices in Turin, Via Nizza 250, 20 April 2023, at 10.00 a.m., first call, and, if necessary, on second call on 26 April 2023 same place and time, as set forth in the notice of the shareholders' meeting published on the Company's website atwww.reply.com on 20 March 2023, and, in abridged form, in the Italian daily newspaper "MF" 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 (§)

(§)The Company will process the personal data in accordance with the information attached. (*) 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 HOLDER

 legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)  pledge  bearer  usufructuary  custodian  manager  other (specify) ………………………………………………………………………………………………

Name Surname / Denomination (*)

Tax identification code or other identification if foreign (*)Born in (*)

On (*)Registered office / Resident in (*)

Related to

No. (*) ___________________ shares ISIN _____________

Registrated in the securities account n. ___________________ at the custodian ___________ ABI ________ CAB _____

referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) No. __________________________ Supplied by the intermediary: _________________________________

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES 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) *

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)

__________________________________________________________________________________________________________

(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 REPLY to be held at the Company's offices in Turin, Via Nizza 250, on 20 April 2023, at 10.00 a.m., on first call, and, if necessary, on second call on 26 April 2023 same place and time,

RESOLUTIONS SUBJECT TO VOTING

1 Financial Report

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

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

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

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

 Against

 Abstain

2 Resolutions on the purchase and sale of treasury shares, pursuant to Articles 2357, 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998, as well as Article 144-bis of Consob Regulation No. 11971, subject to revocation of the resolution passed by the Shareholders' Meeting of 22 April 2022, to the extent not used.

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

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

Tick only one box

Modify the instructions (express preference)

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

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

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

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

Tick only one box

Modify the instructions (express preference)

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

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

 Against

 Abstain

(Signature) *