B&C Speakers S p A : Proxy form and voting instructions

Ordinary Shareholders' Meeting of 28 April 2023

Proxy Form and Voting Instructions for the Designated Representative as only person who can speak at the Meeting

Form for conferring the proxy on the designated representative under the terms of art. 135-undecies of the Consolidated Law

PROXY FORM AND VOTING INSTRUCTIONS

Mr Giacomo Mazzini, domiciled at his office at Via della Loggetta 13, 50135 Florence (FI), in his capacity as "Designated Representative" under the terms of Article 135-undecies of Legislative Decree no. 58/1998, designated by B&C Speakers S.p.A., will collect the voting proxies for the Ordinary Meeting of the Shareholders of Speakers S.p.A., which has been called at the Company's registered office in Bagno a Ripoli (FI) Via Poggiomoro no. 1 Località Vallina for 28 April 2023 at 11:00 a.m. in single call, according to the terms and procedures indicated in the notice of call published on the Company's website.

The proxy with the voting instructions, to be conferred by 23:59:59 on 26 April 2023 (end of the second open market day preceding the date set for the shareholders' meeting) may be revoked within the same period and with the same methods by which they were granted.

In order to enable the Designated Representative to comply with the requirements of Art. 135-novies CLF, shareholders that intend to avail themselves of the option to delegate the Designated Representative must send: (i) a photocopy of an ID document; (ii) for companies or legal entities, a photocopy of a Companies Register certificate indicating the powers of representation of the person signing the proxy on behalf of a company or entity with the right to speak and vote at the shareholders' meeting; (iii) a self-declaration (not necessarily authenticated by a notary) attesting to the identity of the signatory of the proxy and their powers of representation, if applicable.

The proxy and voting instructions can be revoked within the same terms by means of a communication to be sent to the Designated Representative using the same method by which the proxy was sent.

For the issue of a proxy to the Designated Representative, each person authorised to speak at the shareholders' meeting must use the proxy form reproduced on the following pages.

Conferment of the proxy and the voting instructions by signing this form does not entail any expense for the delegator.

Indication of any conflicts of interest of the Designated Representative:

- Mr Giacomo Mazzini is Chairperson of the Supervisory Board (Legislative Decree 231/201) of the Company B&C Speakers S.p.A.

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Ordinary Shareholders' Meeting of 28 April 2023

Proxy Form and Voting Instructions for the Designated Representative as only person who can speak at the Meeting

PROXY FORM

(The Company must be notified of the information in this section through the Designated Representative - Complete with the information

required)

…………..................................... (name/identification data of the person with the voting rights) born in ................................................ on

......................, resident in ………….……...……… (city) at …………………………………………………………................... (address) Tax ID Code ………………………………

Details to be filled in at the discretion of the delegator:

• communication no. …………………………... (reference number of the communication from the intermediary)
• any identification codes ..................................................................................................

DELEGATES the Designated Representative to attend and vote at the shareholders' meeting indicated above, as per the instructions provided, with reference to .................. shares registered in the securities account no. ……………………. at (intermediary or depositary)

………………………………………….............. ABI …………… CAB ….……

DECLARES that he/she is aware that the proxy to the Designated Representative may only contain voting instructions on some of the proposed resolutions on the agenda, and that in such a case, the vote will be cast only for the proposals for which voting instructions have been given

The undersigned (surname and name of signatory, only if different from the holder of the shares)

…………………...................

signs this proxy in his/her capacity as (tick the relevant box)

□ pledgee	□ contango broker	□ usufructuary	□ depositary
□ manager	□ legal representa	ve or proxy holder with authority to sub-delegate
DATE	SIGNATURE

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Ordinary Shareholders' Meeting of 28 April 2023

Proxy Form and Voting Instructions for the Designated Representative as only person who can speak at the Meeting

VOTING INSTRUCTIONS

(Section containing information destined only for the Designated Representative - Tick the boxes chosen)

The undersigned ………............................. (name/identification data) delegates the Designated Representative to vote according to the following voting instructions (1) at the

Ordinary Shareholders' Meeting convened by B&C Speakers S.p.A. at the Registered Office located in Bagno a Ripoli (FI) Via Poggiomoro no. 1 Località Vallina for 28 April 2023 at 11:00 a.m. in single call (2).

1) Separate and consolidated financial statements at 31 December 2022. Related and consequent resolutions.

Proposed resolutions	In favour	Against	Abstained	In favour, on condition that (indicate
(mark with	the conditions to which the vote in
(as presented in the reports pursuant to Art. 125-ter)	(mark with cross)	(mark with cross)
cross)	favour is subject)

1.1 approve the Board of Directors' report on operations and the financial statements for the year ended 31 December 2022, which contain the above information in full, the results of each item, and the proposed allocations, showing a profit for the year of Euro 10,188,541. (3)

Proposed resolutions	In favour	Against	Abstained	In favour, on condition that (indicate
(mark with	the conditions to which the vote in
(as presented in the reports pursuant to art. 125-ter)	(mark with cross)	(mark with cross)
cross)	favour is subject)

1.2. to approve the allocation of the profit for the year, of Euro 10,188,541, as follows:

- distribution of a dividend of €0.60, inclusive of the legal withholdings, for each ordinary share outstanding at the ex-dividend date, therefore excluding the treasury shares held at that date;

- the remainder to "retained earnings". (3)

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Ordinary Shareholders' Meeting of 28 April 2023

Proxy Form and Voting Instructions for the Designated Representative as only person who can speak at the Meeting

2) Remuneration report under the terms of Art. 123-ter of Italian Legislative Decree 58/98. Related and consequent resolutions.

Proposed resolutions	In favour	Against	Abstained	In favour, on condition that (indicate
(mark with	the conditions to which the vote in
(as presented in the reports pursuant to art. 125-ter)	(mark with cross)	(mark with cross)
cross)	favour is subject)

2.1. approve Section One of the "Report on remuneration and fees", which sets out the principles and guidelines for the 2023 financial year relative to the remuneration of the Company's Directors and Key Personnel (binding resolution); (3)

Proposed resolutions	In favour	Against	Abstained	In favour, on condition that (indicate
(mark with	the conditions to which the vote in
(as presented in the reports pursuant to art. 125-ter)	(mark with cross)	(mark with cross)
cross)	favour is subject)

2.2. vote in favour with regard to Section Two of the "Report on remuneration and fees", which illustrates the remuneration policy adopted by the Company in 2022. (non-binding resolution) (3)

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Ordinary Shareholders' Meeting of 28 April 2023

Proxy Form and Voting Instructions for the Designated Representative as only person who can speak at the Meeting

3) Proposed appointment of Valerie Sun as director, following nomination by cooptation pursuant to Art. 2386 of the civil code

Proposed resolutions	In favour	Against	Abstained	In favour, on condition that (indicate
(mark with	the conditions to which the vote in
(as presented in the reports pursuant to art. 125-ter)	(mark with cross)	(mark with cross)
cross)	favour is subject)

3.1. confirm as Company Director, with a term of office until expiry of the term of the entire Board and therefore until the meeting called to approve the financial statements to 31 December 2023, Ms Valerie Sun born in Taiwan on 29 June 1973, also confirming the gross annual emoluments for the entire Board as authorised by the Meeting of Shareholders on 29 April 2021, when the Board of Directors was appointed. (3)

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