IVS S A : 27 Aprile 2021 – IVS Group S.A. – Delega e modulo votazione Assemblea 27 Maggio 2021

ANNUAL GENERAL MEETING OF IVS GROUP SA

To be held on 27 May 2021 at [11:30] a.m. CEST

(the General Meeting)

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PROXY AND VOTING FORM

Disclaimer:

Considering the outbreak of the COVID-19 pandemic and the restrictions on travels and gatherings imposed bymost EU member States governments, including the Luxembourg government, since mid-March2020, the Company has taken precautionary measures to protect and limit the exposure for its employees, customers and service providers. The same principle shall apply for the Company's shareholders and other stakeholders.

In this context, given the outbreak of COVID-19 and the overall situation worldwide, the Board of Directors of the Company has decided to hold this year's General Meeting without a physical presence, as permitted by Luxembourg law.

Therefore, no physical attendance shall be possible due to exceptional COVID-19 pandemic situation and in compliance with article 1 (1) 1° of the law of September 23th 2020, as subsequently amended by the law of November 25th 2020, and implemented, extending measures concerning meetings in companies and other legalentities, votes will be exclusively by proxy.

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Shareholder's Identification

For individual persons:	For companies:
Last name, First name:	Corporate name:
………………………………………………………..	…………………………………………………………
Address:	Registered address:
………………………………………………………..	…………………………………………………………
………………………………………………………..	………………………………………………………….
………………………………………………………..	………………………………………………………….
	Number of identification of register of commerce:
	………………………………………………………….
	………………………………………………………….

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Please choose one of the 2 options below and tick the corresponding box, then date and sign below.

The undersigned being the holder of ……………………..………………………………………………… share(s) (ISIN

code: LU0556041001) of IVS Group SA, a public limited liability company (société annyme), incorporated under the laws of Luxembourg, having its registered office at 18 Rue de l'Eau L-1449 Luxembourg, registered with the Luxembourg register of commerce and companies under number B 155.294 (the Company),

• 1. I irrevocably give power to the chairman of the General Meeting (the Chairman) to vote in my name and on my behalf and as the Chairman deems fit on all resolutions on the entire agenda in addition to all amendments or new resolutions that would be validly presented to the General Meetings.
• 2. I irrevocably give power with the following voting instructions to the Chairman of the General Meeting:

AGM

1

2

3

4

5

6

7

8

9

Resolutions

For

Against

Abstention

If amendments or new resolutions were to be validly presented, I hereby irrevocably give power to the Chairman of the General Meeting to vote in my name and as he, the Chairman of the General Meeting, deems fit, unless I express my willingness to abstain, by ticking the box below:

I abstain: ☐

Any blank form will be considered as an irrevocable proxy to the Chairman of the General Meeting, to vote in the name and on behalf of the shareholder and as he, the Chairman of the General Meeting, deems fit. Any lack of choice that is clearly expressed on the voting instruction options provided above or any contradictory choice will be considered as a choice under option 1, with an irrevocable proxy to the Chairman of the General Meeting, to vote in the name and on behalf of the shareholder and as he deems fit.

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Made on …………………………………, at …………………………………………………,

For individual person:	For legal entity:
Last name, First name	Last name, First name and Title of the signatory
………………………………………………..	………………………………………………….
signature	signature

______________________________________ ________________________________________

(the remainder of this page is intentionally left blank)

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INSTRUCTIONS FOR COMPLETION OF THIS FORM

IDENTIFICATION OF SHAREHOLDERS

1. The signatory is requested to accurately enter his/her surname (in block capital letters) and his/her first name and address. In case of legal entities, the corporate denomination and registered office must be indicated as well as the name, first name, and authority of the signatory. If the signatory is not a shareholder (for example: a receiver, guardian, etc.), he must mention his name, first name and the capacity in which he signs the form.
2. A shareholder can be represented by a proxy of his choice who does not need to be a shareholder. Subject to compliance with the threshold notification obligations set out in the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and transposing, there is no limit to the maximum number of votes that may be exercised by the same person, whether in his/her own name or as proxy.
3. Capitalized terms used herein and not otherwise defined shall have the meaning as defined in the convening notice including the proposed resolutions.
4. The original English text of the resolutions is set out in the convening notice.
5. This proxy and voting form is governed by, and shall be construed in accordance with Luxembourg law. Luxembourg courts have exclusive jurisdiction to hear any dispute or controversy arising out of or in connection with this proxy and voting form.

PERSONAL DATA

In connection with the General Meeting, the Company is required to collect certain data including personal data in order to confirm the identity of individual shareholders or shareholder representatives. By signing, I consent that the featured data are collected, processed and used for the purpose of the organization of the General Meeting and the voting on the resolutions. The Company is the data controller for any personal data that is collected in connection with the General Meeting. The data may be transmitted to entities involved in the organisation of the General Meeting. I have a right of access to, and the right to rectify, the data that concerns me. Data may be stored for thirty years.

RIGHT TO PARTICIPATE

The right to participate to the General Meeting is determined on the basis of share ownership on the fourteenth day prior to the Meeting, namely on May 13th 2021 at midnight (Luxembourg time) (hereinafter the Record Date). All shareholders holding shares on the Record Date have the right to participate to General Meeting regardless of the number of shares held.

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