Avio S p A : PROXY FORM TO THE APPOINTED REPRESENTATIVE EX ART.135 UNDECIES

AVIO S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES 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 24th April 2020 no. 27 and as extended by the paragraph 6 of art. 3, D.L. 183/2020, as converted with modifications by Law 26th February 2021 no. 21

Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., with registered office in Milan, via Filodrammatici n. 10, fiscal code n. 00717010151, part of the Mediobanca Banking Group entered on the Register of Banking Groups, authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended (hereinafter "Spafid"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, as amended by paragraph 6 of article 3, Law Decree no. 183/2020 as converted with modifications by Law 26th February 2021 no. 2, of AVIO S.p.A. (hereinafter the "Company" or "Avio"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of AVIO to be held on 29 April 2021, at 3.00 p.m., in single call, in Milan, Via Metastasio, 5 at the notary's office ZNR Notai, as set forth in the notice of the shareholders' meeting published on the Company's website athttp://www.avio.com,in the section "Corporate Governance - Documents Section" on 29 March 2021 and, in abridged form, in the Italian daily newspaper "Italia Oggi" on 29 March 2021.

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting (i.e., by 11:59 p.m. of 27 April 2021). The proxies and voting instructions may be revoked within the same deadline.

The granting of proxy and voting instructions by signing this form does not imply any charge for the delegating party, except for the sole cost of sending the proxy.

Declaration of the Appointed Representative - Spafid, as Appointed Representative, declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between Spafid and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries, 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, Spafid 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, Spafid will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Spafid 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.

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) (*)	Issued by (*)	No. (*)
(to be enclosed as a copy)

(§)The Company will process the personal data in accordance with the attached privacy statement provided by the Company itself, as the data controller. .(*) Mandatory. (**) It is recommended to fill.

Società per Amministrazioni Fiduciarie SPAFID S.p.A.

AVIO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

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) ………………………………………………………………………………………………

(complete only ifthe shareholder is different from the proxy signatory)

Name Surname / Denomination (*)

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

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

Related to

No. (*) ___________________ shares Avio - ISIN IT0005119810

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: _________________________________

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

DELEGATES SPAFID S.p.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

- that he/she/it is aware that the proxy to the Appointed Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted;

- 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.

AUTHORIZE Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document



(Place and Date) *

(Signature) *

AVIO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (3) (Part 2 of 2)

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned (4) (Personal details)

(indicate the holder of the right to vote only if different - name and surname / denomination)

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

Hereby appoints Spafid to vote in accordance with the voting instructions given below at Ordinary General Meeting of AVIO to be held on 29 April 2021, at 3.00 p.m., in single call in Milan, Via Metastasio, 5 at the notary's office ZNR Notai.

RESOLUTIONS SUBJECT TO VOTING

1. Financial statements at December 31, 2020.

1.1 Approval of the Financial statements at December 31, 2020. Presentation of the Consolidated Financial Statements at December 31, 2020. Reports of the Board of

Directors, Board of Statutory Auditors and of the Independent Audit Firm.

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5), the undersigned

Tick only one box

Modifies the instructions (express preference)

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

AVIO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

1.2 Allocation of the net profit of the year. Relevant and ensuing resolutions.

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5), the undersigned

Tick only one box

Modifies the instructions (express preference)

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

2. Report on remuneration policy and remunerations paid in accordance with Article 123-ter paragraphs 3-bis and 6 of Legislative Decree No. 58/98:

2.1 First Section: Relation on remuneration policy. Binding resolution;

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5), the undersigned

Tick only one box

Modifies the instructions (express preference)

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

2.2 Second Section: Relation on remunerations paid. Non-binding resolution.

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5), the undersigned

Tick only one box

Modifies the instructions (express preference)

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain