F.I.L.A. S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY’S BYLAWS.
(*) Mandatory. (**) It is recommended to fill .
MONTE TITOLI S.p.A.
MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the E uronext Group, Group VAT No. 10977060960 (hereinafter " Monte Titoli "), acting in the capacity of " Designated Representative ", pursuant to Article 135 -undecies of Legislative Decree 58/1998 and the Company Bylaws , of F.I.L.A. S.p.A. (hereinafter the " Company ”), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of F.I.L.A. to be held to the Company’s offices at via XXV Aprile, n. 5, 20016, Pero (MI) on 28 September 2026, at 10:00 a.m. single call as set forth in the notice of the shareholders’ meeting published on the Company's website at www.filagroup.it in the section “Governance ” on 25 August 2026 as well as in extract (on August 26, 2026) in the newspaper “Milano Finanza” .
The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting ( i.e., by 11:59 p.m. of 24 September 2026 ). The proxies and voting instructions may be revoked within the same deadline.
Declaration of the Designated Representative : Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon . However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supp osed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135 -decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at th e time o f issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote different 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 pres entation 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.
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. (*)
F.I.L.A. S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -UNDECIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
2 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 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 (*)
Relat ed 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 MONTE TITOLI S.P.A . to participate and vote in the Shareholders’ Meeting indicated above as per the instructions provided below.
DECLARES
- to be aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are you have given voting instructions and that you have requested the communication from the depositary intermedi ary for participation in the Shareholders' Meeting as indicated above;
- that there are no causes of incompatibility or suspension of the exercise of the right to vote.
AUTHORIZE S Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indica ted in the following paragraphs .
(Place and Date ) * (Signature ) *
F.I.L.A. S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -UNDECIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
3
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 F.I.L.A. to be held to the Company’s offices at via XXV Aprile, n. 5, 20016, Pero (MI) on 28 September 2026, at 10:00 a.m. on single call .
RESOLUTIONS SUBJECT TO VOTING
Please 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 Proposal to distribute an extraordinary dividend to be taken from available reserves; resolutions thereon;
SECTION A
Vote for the proposal of the Board of Directors Tick only one box :
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 conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
2 Supplementation of the Board of Statutory Auditors in accordance with Article 2401 of the Civil Code: appointment of an Alt ernate Auditor.
SECTION A
Proposer: _____________________
(shareholder name) Tick only one box :
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 conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
(Place and Date ) * (Signature ) *
F.I.L.A. S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -UNDECIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
4
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 sha reholders' meeting referred to the Art. 83 -sexies, Legislative Decree
58/1998)
(1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information ca n be obtained from the account statement provided by the intermediary.
(2) Indicate the Communication reference for the Shareholders’ Meeting issued by the depositary intermediary upon request from th e person entitled to vote.
(3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting inst ructions, if different).
• Pursuant to Article 135 -undecies, paragraph 3, of Legislative Decree no. 58/1998, "The shares for which the proxy was granted, in full or in part, ar e counted for the purposes of determining that the meeting has been validly convened. In relation to propos als for which voting instructions were not given, the shareholder's shares do not count towards the calculation of the majori ty and the proportion of capital required for the approval of resolutions." • With reference to every items of the Agenda, if significant circumstances occur which are unknown at the time of granting the proxy (i.e. absence of proposals of the Board of Directors or absence of proposals indicated by the proposer in the terms of the law and issued by the Company), or if amendments or additions are made to the proposed resolutions put forward to the meeting and which cannot be notified to the proxy grantor, it is possible to choose from the following options: a) confirmati on of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. In case no choi ces is effected by the delegating party, will, as far as possible, confirm the voting instructions given in the main section. If it is not possible to vote according to the instructions given, Monte Titoli will abstain on these matters.
_____________________________________________________________________________________________________________________________ _________________________________________________________
The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting ( i.e., by 11:59 p.m. of 24 September 2026 ) − 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
by one or other of the following two methods:
i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line “ Fila september ”) 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);
ii) transmission of the original, by courier or registered mail with return receipt, to the following address: RegisterServices Area of Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milano (Ref. “ Fila september ”), sending a copy reproduced electronically (PDF ) in advance by ordinary e -mail to RD@pec.euronext.com (subject line: “ Fila september ”)
N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send th e 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) .
F.I.L.A. S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -UNDECIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
5
Monte Titoli ’s privacy policy is available at the link: Corporate Data and Legal Info | euronext.com
Privacy policy of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.
F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A., with registered office in Via XXV Aprile N. 5, Pero, Milan, as Data Controller, wis hes to provide the participants to the Shareholders’ Meeting (Data subjects) with the following information on the proce ssing of their personal data.
A) Purposes and means of the data processing Personal data (name, surname, participation of the data subject or person for whom the data subject acts, activities carried out by the data subject during the Meeting) will be collected and processed exclusivel y for the purposes of verifying the correct presentation of slates and the proper constitution of the Meeting, the verification of the identity and right to attend of those present, as well as the execution of further compulsory Shareholder s’ Meeting and c orporate formalities. During the Meeting, the data is also processed using an audio recording system in order to facilitate minute -taking. The audio recording will not be disclosed. All data, as well as audio and video supports, will be stored together wit h the documents produced during the Meeting in order to document that transcribed in the minutes. The personal data will be p rocessed by automated or manual means, in compliance with the principles established by the EU Regulation and in such a way as to p rotect the confidentiality of the data subject and his/her rights.
B) Mandatory or optional provision of data. The provision of the personal data requested, for the processing purposes and met hods specified above, is necessary to verify the correct presentation of the slates and participation at the Shareholders' Meeting, as well as for related fulfilments.
C) Consequences in case of refusal. Non or partial disclosure of personal data may result in the non -admission of the data subject to the presentation of slates and participation at the Shareholders' Meeting, and the impossibility of fulfilling obligations prescribed by current regulations and/or contracts.
D) Possible recipients 1) The personal data collected may be communicated, within the limits strictly pertinent to the obligations and purposes refe rred to under point A), in relation to the fulfilment of legal and/or regulatory obligations (taking into account that the Company is listed on a regulated market and therefore subject to additional information requirements and obligations). Personal data may be disclosed only within the limits and in relation to any obligations established by law and/or regulations.
2) The employees and consultants of the Data Controller, in charge of supervising and/or carrying out the fulfilment of the c ompulsory Shareholders' Meeting and corporate formalities, may become aware of the personal data collected.
E) Rights of the data subject The data subject may at any time exercise his or her rights vis -à-vis the data controller, pursuant to Articles 15 to 22 of the EU Regulation, i.e. the right to access his or her data, verify its origin, request its updating, rectification, amendment or cancellation, as well as to oppose its processing for legitimate reasons. Rights can be exercised by contacting the F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. Corporate Office by registered letter, fax or e -mail (ammini strazione@pec.fila.it).
F) Data controller F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. - Via XXV Aprile No. 5, 20016 Pero (MI) . The Data Controller has appointed a Data Protection Officer (DPO), who can be contacted at the following email address: dpo@fila.it
F.I.L.A. S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -UNDECIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
6
LEGAL REFERENCES
Legislative Decree no. 58/1998 Article 126 -bis (Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions) 1. Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publicati on of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with arti cle 125 -bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the req uest, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, tog ether with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, i n compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135.
2. Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fif teen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125 -ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125 -bis, subsection 3.
3. The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on prop osal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125 -ter, subsection 1.
4. Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the s ame time as publishing news of the integration or presentation, in the ways pursuant to article 125 -ter, subsection 1.
5. If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management contro l committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, hav ing heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree.
The decree is published in the ways set out by article 125 -ter, subsection 1.
Article 135 -decies (Conflict of interest of the representative and substitutes) 1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shar eholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are prov ided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative sha ll have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Art icle 1711, second subsection of the Italian Civil Code does not apply.
2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:
a. has sole or joint control of the company, or is controlled or is subject to joint control by that company;
b. is associated with the company or exercises significant influence over that company or the latter exercises significant influ ence over the representative;
c. is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);
d. is an employee or auditor of the company or of the persons indicated in paragraph a);
e. is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);
f. is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.
3. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain wit h the representative.
4. This article shall also apply in cases of share transfer by proxy.
Article 135 -undecies (Designated representative of a listed company) 1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.
2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall b e free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsecti on 1.
3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the sha reholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculati ng the majority and the percentage of capital required for the resolutions to be carried.
4. The person designated as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the res olution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions recei ved until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or colla borators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxi es except in compliance with this article.
5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated te rms of Article 135 -decies may express a vote other than that indicated in the voting instructions.
Article 135 -undecies -1 (Designated representative of a listed company) 1. The bylaws may provide that participation in the assembly and the exercise of voting rights occur exclusively through the rep resentative appointed by the company pursuant to Article 135 -undecies. The appointed representative may also be given delegations or sub -delegations pursuant to Article 135 -novies, in derogation of Article 135 -undecies, paragraph 4.
F.I.L.A. S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -UNDECIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
7 2. The submission of proposals for deliberation are not permitted at the assembly. Notwithstanding what is provided in Article 126-bis, paragraph 1, first period, those entitled to vote may individually submit proposals for resolutions on agenda items or pro posals permitted by law up to the fifteenth day preceding the first or only convocation of the assembly. These resolution pr oposals are subsequently made available to the public on the company’s website within two days following the deadline. The validit y of the individual resolution submissions is contingent upon the company receiving the communication provided for in Article 83-sexies.
3. The right to ask questions referred to in Article 127 -ter is exercised only before the meeting. The company shall provide answers to the questions received at least three days bef ore the meeting.
4. Paragraph 1 also applies to companies admitted to trading on a multilateral trading market .
Law no. 21 of 5 march 2024 Art. 11 (Conduct of shareholders’ meetings of listed Companies) 1. After article 135 -undecies of the consolidated text referred to in legislative decree 24 February 1998, n. 58, the following is inserted: «Art. 135-undecies.1 (Intervention at the meeting through the designated representative). - 1. The company bylaws may provide that participation in the shareholders meeting and the exercise of voting rights take place exclusively through the representative designated by the company pursuant to article 135 -undecies. The designated representative may also be granted proxies or sub -proxies pursuant to article 135 -novies, in derogation of article 135 -undecies, paragraph 4.
2. The presentation of proposed resolutions at the meeting is not permitted. Without prejudice to the provisions of article 126 -bis, paragraph 1, first sentence, those who have the right to vote may individually present resolution proposals on the items on the agenda or proposals whose presentation is otherwise permitted by law wi thin the fifteenth day prior to the date of the first or only meeting call. The proposed resolutions are made available to the public on the company's website within two days following the expiry of the deadline. Legitimation for the individual submission of proposed resolutions is subject to the company's receipt of the communication required by article 83 -sexies.
3. The right to ask questions referred to in article 127 -ter is exercised only before the meeting. The company provides answers to the questions received at least three days before the shareholders meeting. […]
NOTE: English translation for convenience only . Only the Italian version is authentic.