Rai Way S p A : Form of Proxy to the Appointed Representative pursuant to art. 135-undecies of Legislative Decree no. 58/1998

RAI WAY S.p.A. - Shareholders' Meeting of April 27th, 2022

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Rai Way S.p.A. (the Company) has appointed Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and to article 106 of Law Decree no. 18 on March 17, 2020, converted with modifications by Law no. 27 of 24 April 2020, the application of which was lastly extended by effect of Law Decree no. 228 on 30 December 2021 converted with modifications by Law no. 15 of 25 February 2022, to collect proxies for the Ordinary Shareholders' Meeting convened on April 27, 2022 in single call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the Company's websitewww.raiway.it (under Governance/Shareholders' Meeting/ Ordinary Meeting 2022/Notices and information).

The proxy and Voting instructions, to be conferred by April 25, 2022, may be revoked within the same date with the procedures used for the conferral. Conferral of proxy and Voting instructions by signing and submitting this form is free of charge, except where transmission or postal charges apply.

Art. 135-decies of Legislative Decree 58/98 (Conflicts of interest of representative and substitute)

Computershare S.p.A., acting as Appointed Representative, is not subject to any conflicts of interest as defined under Article 135-decies of Legislative Decree 58/98. However, in the event of unknown circumstances or in the event of amendment or integration to the motions presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received.

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 04-14-2022 (Record Date) as: registered share holder - legal representative - attorney/proxy holder with authority to sub-delegate - taker in - beneficiary interest holder - official receiver- manager -

pledgee

other (specify) …………………………..........................................................……………………… ..

for no* ................................................................... of ordinary shares RAI WAY ORD (ISIN IT0005054967) ...................................................................................................................

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

Date of birth * ............................. Tax/VAT Code (or other equivalent 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 the above Appointed Representative to attend and vote at 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 right to vote and he/she is aware that:

• • the proxy to the Appointed Representative may contain Voting instructions even on just a number of proposals on the agenda and that, in this event, the vote shall be exercised only for the proposals in relation to which voting instructions have been conferred.

• • the proxy 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

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RAI WAY S.p.A. - Shareholders' Meeting of April 27th, 2022

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

VOTING INSTRUCTIONS

(For use of Appointed Representative only - Tick relevant boxes and send to Computershare S.p.A. as the instructions for filling in)

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated Shareholders' Meeting as follow (8)

RESOLUTIONS TO BE VOTED	VOTING INSTRUCTIONS
F(for), C (against), A (abstain)

1 - Annual financial statements for the year ended 31 December 2021; Report on Operations of the Board of Directors; Report of the Board of Statutory Auditors and Report of the Independent Auditors. Related resolutions (9)
Section A	Voting instructions
A - vote for resolution proposed by the Board of Directors	F	C	A
Section B	Conf	Rev	Mod Voting instructions
B - vote for unknown circumstances (10)	Conf	Rev	F	C	A
Section C	Voting instructions
C1 - vote for resolution proposed by holder of the majority interest (11)	F	C	A
C2 - vote for resolution proposed by _____________________________________________________________________ (11)	F	C	A

2 - Proposal for allocation of profit for the year. Related resolutions. (9)
Section A	Voting instructions
A - vote for resolution proposed by the Board of Directors	F	C	A
Section B	Conf	Rev	Mod Voting instructions
B - vote for unknown circumstances (10)	Conf	Rev	F	C	A
Section C	Voting instructions
C1 - vote for resolution proposed by holder of the majority interest (11)	F	C	A
C2 - vote for resolution proposed by _____________________________________________________________________ (11)	F	C	A

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RAI WAY S.p.A. - Shareholders' Meeting of April 27th, 2022

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

3 - Report on Remuneration Policy and Remuneration Paid:
3.1 - Approval of the first section of the Report pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998. (9)1
Section A	Voting instructions
A - vote for resolution proposed by the Board of Directors	F	C	A
Section B	Conf	Rev	Mod Voting instructions
B - vote for unknown circumstances (10)	Conf	Rev	F	C	A
Section C	Voting instructions
C1 - vote for resolution proposed by holder of the majority interest (11)	F	C	A
C2 - vote for resolution proposed by _____________________________________________________________________ (11)	F	C	A
3.2 - Resolutions related to the second section of the Report pursuant to Art. 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998. (9)2
Section A	Voting instructions
A - vote for resolution proposed by the Board of Directors	F	C	A
Section B	Conf	Rev	Mod Voting instructions
B - vote for unknown circumstances (10)	Conf	Rev	F	C	A
Section C	Voting instructions
C1 - vote for resolution proposed by holder of the majority interest (11)	F	C	A
C2 - vote for resolution proposed by _____________________________________________________________________ (11)	F	C	A

___________________________

• 1 Please remind that, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58/98 (TUF), the resolution on subpoint 3.1 is binding.

• 2 Please remind that, pursuant to Art. 123-ter, paragraph 6, of Legislative Decree no. 58/98 (TUF), the resolution on subpoint 3.2 is not binding.

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RAI WAY S.p.A. - Shareholders' Meeting of April 27th, 2022

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

4 - Integration of fees for the audit firm PricewaterhouseCoopers S.p.A. for carrying out the external audit of the accounts for the financial years 2021-2022. Related resolutions. (9)
Section A	Voting instructions
A - vote for resolution proposed by the Board of Statutory Auditors	F	C	A
Section B	Conf	Rev	Mod Voting instructions
B - vote for unknown circumstances (10)	Conf	Rev	F	C	A
Section C	Voting instructions
C1 - vote for resolution proposed by holder of the majority interest (11)	F	C	A
C2 - vote for resolution proposed by _____________________________________________________________________ (11)	F	C	A
5 - Proposal to authorize the purchase and disposal of treasury shares, upon revocation of the purchase authorization and disposal authorization resolved by the Shareholders' Meeting of 27 April 2021. Related resolutions. (9)
Section A	Voting instructions
A - vote for resolution proposed by the Board of Directors	F	C	A
Section B	Conf	Rev	Mod Voting instructions
B - vote for unknown circumstances (10)	Conf	Rev	F	C	A
Section C	Voting instructions
C1 - vote for resolution proposed by holder of the majority interest (11)	F	C	A
C2 - vote for resolution proposed by _____________________________________________________________________ (11)	F	C	A

Derivative action against Directors

Vote for possible proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code at the Shareholders' Meeting called for 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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RAI WAY S.p.A. - Shareholders' Meeting of April 27th, 2022

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Instructions for filling in and submitting the form

• 1. The Proxy form, to be notified to the Company (together with an undersigned copy of a valid identity document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting instructions reserved to him, must be received within 25 April 2022 using one of the following methods:

  • 1) Registered Email Holders (PEC): as an attachment document (PDF format) sent [e-mail] in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;

  • 2) Digital Signature Holders (FEA): as an attachment document with digital signature sent [e-mail] in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Digital Signature Holder;

  • 3) Common Email address Holders: as an attachment document (PDF format) sent [e-mail] this case, the original of the proxy along with a copy of the related documentation shall be sent via registered mail with return receipt service to Computershare S.p.A. via Monte Giberto 33, 00138 - Rome, as soon as possible;

  • 4) Via FAX: number 06-45417450.

  The transmission of the Proxy form in a manner and in the terms other than those indicated above or the sole transmission by post will not guarantee the correct submission of the proxy to the Appointed Representative.

  Conferral of proxy and Voting instructions is free of charge except for transmission or postal charges.

• 2. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.

• 3. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.

• 4. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.

• 5. Possible reference to the communication made by the intermediary and its name.

• 6. Provide details of a valid form of identification of the proxy signatory.

• 7. Provide the name and surname of the signatory of the Proxy form and Voting instructions.

• 8. Pursuant to article 135-undecies, subsection 3, of Italian Legislative Decree no. 58/1998, "Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the Shareholders' Meeting. With regard to proposals for which no Voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried".

• 9. The resolutions proposed to the Shareholders' Meeting are reported (also in an annexe, if present) in the illustrative reports of the Board of Directors pursuant to art. 125-ter of Legislative Decree no. 58/98 published on the Company websitewww.raiway.it in the section "Corporate Governance/Shareholders Meeting/Ordinary Meeting 2022/Documentation" within the prescribed terms. Computershare S.p.A., as Appointed Representative, has not personal interest in the mentioned proposals. However, in the event of unknown circumstances, Computershare does not intend to vote in a manner incompatible with the instructions received in Sections A, B and C of the Voting instructions.

• 10. In the event of a new proposal not published within the deadline required by law set forth in the notice of call is submitted to the Meeting, the Appointed Representative shall not express any vote without instructions. Nevertheless, should relevant circumstances occur, which are unknown at the time of issue of the proxy and which cannot be notified to the proxy grantor, one of the following options may be chosen: a) confirm the Voting instruction already expressed; b) cancel the Voting instruction already expressed; c) amend the Voting instruction already expressed. If no choice is made, the Voting instructions expressed in Section A) or C) are confirmed.

• 11. Section available only if a resolution proposal has been submitted pursuant to the paragraph of the notice of call "SUBMISSION OF INDIVIDUAL RESOLUTION PROPOSALS". The individual resolution proposals will be published within April 15, 2022 on the Company websitewww.raiway.it(in the section "Governance/Shareholders Meeting/ Ordinary Meeting 2022/ Documentation).

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