AZIMUT S p A : Shareholders’ Meeting April, 28th 2022 Proxy form to confer the proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the Meeting

AZIMUT HOLDING S.p.A. -Shareholders' Meeting April, 28th 2022

Proxy form to confer the 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 Law Decree 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 16th, 2020 and published on Italian Gazzetta Ufficiale on March the 17th, 2020 converted into Law no. 27 of 24 April 2020, as extended by effect of paragraph 1 of art. 3, of Law Decree no. 228 of 30 December 2021 converted into Law no. 15 on 25 February 2022 and as stated in the notice of call of AZIMUT HOLDING S.p.A. Shareholders' Meeting on April, 28th 2022, published on March, 18th 2022, the proxy can be conferred to Computershare S.p.A.. The present proxy must be notified as an attachment in PDF format to an e-mail sent [e-mail]. Computershare S.p.A. is at disposal for any kind of information by phone at no. [phone] from 9:00 a.m. to 6 p.00 pm from Monday to Friday or by e-mail [e-mail].

PROXY 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 April, 19th 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 AZIMUT HOLDING (ISIN IT0003261697)

(3) registered in the name of ……………………………………………………………………………… Place of birth * ............................................................

Date of birth * ............................. TAX 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:

• - under his/her own liability, as proxy holder the compliance of the proxy form electronically provided to the original document and the identity of the proxy grantor;

• - 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.

DATE

Form of identification (6) (type)*

Issued by *

no. *

SIGNATURE

1

AZIMUT HOLDING S.p.A. -Shareholders' Meeting April, 28th 2022

Proxy form to confer the 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

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

RESOLUTIONS TO BE VOTED (9)

VOTING INSTRUCTION

EXTRAORDINARY PART

1.

Amendments to the Articles of Association:

(0010)

1.1 Amendment to Article 5 of the Articles of Association: extension of the Company's term to 31 December 2100;

Section A - vote for resolution proposed by the Board of Directors (9)

FCA

1.2 Amendment to art. 18 of the Articles of Association: increase in the maximum number of members of the Board of Directors provided for in the Articles of Association.

Section A - vote for resolution proposed by the Board of Directors (9)

FC

A

ORDINARY PART

(0030) 1. Financial statements as at 31 December 2021, the Board of Directors' report on operations and the reports of the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions.

Presentation of the consolidated financial statements as at 31 December 2021 and annexes thereto.

Section A - vote for resolution proposed by the Board of Directors (9)

F

C

(0040) 2. Allocation of the profit for the financial year ended 31 December 2021. Related and consequent resolutions.

Section A - vote for resolution proposed by the Board of Directors (9)

F

C

2

AZIMUT HOLDING S.p.A. -Shareholders' Meeting April, 28th 2022

Proxy form to confer the 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.

Appointment of the Board of Directors:

(0050)

3.1 determination of members of the Board of Directors number;

Section C - The Board of Directors has not presented a motion C2 - vote for resolution proposed by Timone Fiduciaria S.r.l. (10)

FCA

(0060)

3.2 determination of the term of office of the Board of Directors;

Section C - The Board of Directors has not presented a motion C2 - vote for resolution proposed by Timone Fiduciaria S.r.l. (10)

FCA

(0070)

3.3 appointment of the Board of Directors;

Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions) (11)

N….

(0080)

3.4 appointment of the Chairman of the Board of Directors;

Section C - The Board of Directors has not presented a motion C2 - vote for resolution proposed by Timone Fiduciaria S.r.l. (10)

FCA

(0090)

3.5 remuneration of the Board of Directors. Related and consequent resolutions.

Section C - The Board of Directors has not presented a motion C2 - vote for resolution proposed by Timone Fiduciaria S.r.l. (10)

F

CA

4.

Appointment of the Board of Statutory Auditors:

(0100)

4.1 appointment of the members of the Board of Statutory Auditors for the financial years 2022, 2023 and 2024;

Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions) (11)

N….

THE PROPOSAL DESCRIBED HEREAFTER (SECTION A2) WILL BE VOTED ON ONLY IF THE OUTCOME OF THE VOTING FOR THE LISTS FOR

THE APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS, AS DESCRIBED IN POINT 4.1, DOES NOT ENSURE THE FULL

CONSTITUTION OF THE BOARD OF STATUTORY AUDITORS

Sezione A2 - vote for resolution proposed by Timone Fiduciaria s.r.l. to reiterate the appointment of candidates suggested for the

office of Standing Auditor in the list of candidates transmitted on April 1st, 2022, not appointed through slate voting, as required in the Articles of Association, in compliance with gender requirements, in the person of Maria CATALANO, born in Milan on March 3rd, 1980

F

3

AZIMUT HOLDING S.p.A. -Shareholders' Meeting April, 28th 2022

Proxy form to confer the 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

(0110)

4.2 appointment of the Chairman of the Board of Statutory Auditors; Voting which will not take place in accordance with the provisions of the regulations and the Articles of Association

4.3 determination of remuneration of the Board of Statutory Auditors. Related and consequent resolutions.

Section C - The Board of Directors has not presented a motion

(0130)	5. Appointment of the independent auditors for the financial years 2022 - 2030. Determination of the consideration. Related and consequent resolutions.
Section A - vote for resolution proposed by the Board of Directors following the ICAC recommendation to appoint E&Y S.p.A. as independent auditor	F	C	A
Section A2 - vote for resolution proposed by the Board of Directors following the ICAC recommendation as alternative from E&Y S.p.A. to appoint K.P.M.G. S.p.A. as independent auditor (12)	F	C	A

C2 - vote for resolution proposed by Timone Fiduciaria S.r.l. (10)	F	C	A
(0140) 6. Proposal for purchase and allocation of treasury shares. Related and consequent resolutions.
Section A - vote for resolution proposed by the Board of Directors (9)	F	C	A

7. Report on the Remuneration Policy and the Remuneration Paid pursuant to article 123-ter, paragraph 3-bis and paragraph 6, of Italian Legislative Decree no. 58/98:

(0150) 7.1 approval of the Remuneration Policy, "section I" of the Report, pursuant to article 123-ter, paragraph 3- bis of Italian Legislative Decree no. 58/1998;

Section A - vote for resolution proposed by the Board of Directors (9)

FCA

(0160) 7.2 resolutions on "section II" of the Report, pursuant to article 123-ter, paragraph 6 of Italian Legislative

Decree no. 58/1998.

Section A - vote for resolution proposed by the Board of Directors (9)

F

C

A

4

AZIMUT HOLDING S.p.A. -Shareholders' Meeting April, 28th 2022

Proxy form to confer the 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

Derivative action against Directors
Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon approval of the annual financial statements (If no voting instruction are indicated, the Appointed Representative will vote C - against)	F	C	A

DATE

SIGNATURE

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