RAI WAY S.P.A. 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 March 25, 2022 on the Company's websitewww.raiway.it (under section Governance/Shareholders' Meeting/Ordinary Shareholders' Meeting 2022/Notices and information), integrated with the notice published on April 6, 2022 on the same Company's website under the same above mentioned section.
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
1
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 |
2
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.
3
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 |
6. Appointment of two Directors to integrate the Board of Directors. (12) | |||||
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 |
4
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
7. Appointment of the Chairman of the Board of Directors. (12) | |||||
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
5
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Rai Way S.p.A. published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 06:51:03 UTC.
