Digital360 S p A : 09 giugno 2021 - Modulo per Esercizio del diritto di recesso in inglese

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Dear

DIGITAL360 S.p.A.

Via Copernico, 38

20125 - Milan

,

(Place) (date)

Subject: Exercise of the right of withdrawal pursuant to Article 2437 et seq. of the Italian Civil Code.

I, the undersigned _____________________________________________________________

born in ________________________________________on ____________________________

residing in_________________________ in_________________________________________

________________________domiciled in __________________________________________

in ___________________________________________________________________________

tax code ______________________________________telephone No. __________________e-mail address

________________________________________________________________ [or in the case

of a legal entity].

I, the undersigned ___________________________________________________________________

born at _______________________________________________on ____________________________

tax code _____________________________________as Legal Representative of the

Company (

1)____________________________________________________________________________

(1 ) Documentation proving signatory powers must be attached to this communication.

, with company headquarters in___________________________________________________,

street _____________

___________________________ no. ______ tax code/VAT No. ____________________

registered at No. _________________________ in the Register of Companies of

__________________,

noted that

1. on 31 May 2021, the Extraordinary Shareholders' Meeting of Digital360 S.p.A. ("D360" or the "Company") approved the amendments to the Company's Articles of Association for the adoption of the status of "Benefit Corporation" as well as certain changes to the corporate purpose in line with the expansion of the Company's business activities (the "Resolution");

1. the holders of D360 shares who did not participate in the adoption of the Resolution (the "Legitimate Shareholders") have the right to withdraw from D360 pursuant to Article 2437, paragraph 1, letter a), of the Italian Civil Code (the "Right of Withdrawal"). (the "Withdrawal Right");

1. Pursuant to Article 2437-ter of the Italian Civil Code, the liquidation value of the shares subject to withdrawal is EUR 2.09 per share ("Liquidation Value");

IV) this declaration of withdrawal must be sent by registered letter no later than the fifteenth calendar day from the date of registration of the Resolution in the Register of Enterprises and, therefore, no later than 24 June 2021 ("Exercise Period"), for which purpose the date of the postmark shall prevail.

all of the above stated and accepted, declares

- to be the holder, as of the date hereof, of No.

shares( 2) D360, all of

which are free from pledge or other encumbrance in favour of third parties (the "Shares")(

3);

• to have enjoyed uninterrupted ownership from before the opening of the proceedings of the Extraordinary Shareholders' Meeting of D360 and up to the date hereof of No.
  __________________ Shares;
• that I did not take part in the approval of the aforementioned Resolution;

( 2) Specify the number of D360 shares you own.

(3 ) If the Shares are subject to a pledge or other encumbrance in favour of a third party, the withdrawingshareholder must attach to this Withdrawal Statement - as a condition of its inadmissibility - a certificate issued by the pledgee, or by the party in whose favour such other encumbrance is established, whereby such party gives its irrevocable consentto D360 to carry out the liquidation of the Withdrawal Shares in accordance with the instructions of the withdrawing shareholder.

• that the Shares owned by him are deposited in the securities account No.
  ____________________with
  ____________________________________________________(the "Intermediary");
• to exercise the right of withdrawal under Article 2437 of the Italian Civil Code in respect of No. _____________shares (all or part of the amount indicated above);
• that this request
• • is enclosed the
  • followed by the broadcasting of the

certification, as referred to in Article 43 of the Consob and Bank of Italy Single Provision on Post Trading of 13 August 2018, issued by the Intermediary (the "Certification") stating:

1. ownership of the D360 shares prior to the Extraordinary Shareholders' Meeting (i.e., from a date prior to 31 May 2021 or with a date of 31 May 2021 and specification of the time prior to the commencement of the Shareholders' Meeting), continuously until the date of exercise of the right of withdrawal;
2. the absence of a pledge( 4) or other encumbrance on the shares in respect of which the withdrawal is exercised.

asks

without prejudice to the conditions to which the effectiveness of this notice of withdrawal is

subject, that the Company, upon verification of the regularity of this request and upon receipt of

the Certification, shall reimburse the Shares in accordance with the provisions of Article 2437-ter

of the Italian Civil Code,	crediting the relevant	amount to the account No.
				in the name of
opened at				ABI code			CAB code
IBAN											;

also states

1. to be aware that in accordance with the provisions of Article 2437-bis of the Italian Civil

(4 ) See footnote 3.

Code and the regulatory provisions, the issue of the certification is accompanied by the blocking of the D360 shares by the intermediary, a block that will last until the transfer of the shares subject to withdrawal, i.e. the outcome of the liquidation procedure;

1. to be aware that the liquidation procedure (as established by Article 2437-quater of the Italian Civil Code) entails the offer in option to the non- withdrawing shareholders of the shares for which the right of withdrawal has been exercised and the further placement with third parties of the unsold shares, all operations that the Civil Code determines should be concluded within 180 days from the sending of this declaration of withdrawal;
2. to be aware that it is the responsibility of the undersigned to ensure the accuracy of the information contained in this statement and to ensure that the Intermediary sends the relevant Certification to the Company;
3. to be aware that this declaration, lacking the necessary information or not accompanied, in due time, by the Certification, will not be taken into consideration;
4. to be aware that the above amendments to the By-laws are subject to the condition that the Maximum Withdrawal Disbursement charged to the Company is not equal to or exceeds in total the amount of Euro 400,000.00 (four hundred thousand) ("Maximum Withdrawal Disbursement"); it being understood that: (i) the withdrawal declarations will be effective only if the Maximum Expenditure of the Withdrawal does not exceed the liquidation value equal to Euro 400,000.00 (four hundred thousand); and (ii) the Maximum Expenditure of the Withdrawal will be calculated net of the amounts to be paid by the shareholders exercising their option and pre-emption rights pursuant to Article 2437- quater, of the Italian Civil Code as well as by any third parties, in the context of the liquidation procedure;
5. to be aware that the aforesaid condition may be waived by the Board of Directors of the Company as from the deadline for exercising the right of withdrawal pursuant to Article 2437-bis. of the Italian Civil Code and within 30 (thirty) days from the verification of the non-fulfilment of the condition;
6. to be aware of all the information for the exercise of the Right of Withdrawal contained in the Press Release published by D360 on 9 June 2021 on D360's website, as well as in the Report on the liquidation value of the ordinary shares published on 14 May 2021 on D360's website;
7. to express consent, also pursuant to the provisions of EU Regulation no. 2016/679 and Legislative Decree no. 196/2003 as amended. so that the personal data indicated in this request may be processed, including through the use of computerised and telematic procedures, for purposes directly connected and instrumental to the exercise of the right of withdrawal.

Kind regards

(Signature)