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

Rai Way S.p.A. -Shareholders' Meeting of April 27th, 2022

Proxy form to confer the ordinary proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the

Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March 17th, 2020

Pursuant to the Law Decree no. 18 on March 17th 2020 containing measures to strengthen the National health service and economic support for families, workers and business connected to the epidemiological emergency due to COVID-19 approved by the Italian Council of Ministers on March 16, 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, and as stated in the notice of call of Rai Way S.p.A. Shareholders' Meeting on April 27, 2022, published on March 25, 2022, (on the Company's websitewww.raiway.it (under Governance/Shareholders' Meeting/Ordinary Meeting 2022/Notices and information) the present proxy/sub delegation can be conferred only to Computershare S.p.A.; consequently it must be notified [e-mail]. Computershare S.p.A. is at disposal for any kind of information by phone at no. [phone] from 9:00 am to 6:00 pm from Monday to Friday or by e-mail [e-mail].

ORDINARY PROXY/SUB DELEGATION 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 pledgee - taker in - beneficiary interest holder - official receiver- manager - other (specify) …………………………..........................................................……………………… ..

for no* ................................................................... of ordinary shares RAI WAY ORD (ISIN IT 0005054967) ...................................................................................................................

(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/SUBDELEGATES Computershare S.p.A. with registered offices in Milan, Via Lorenzo Mascheroni,19 to attend and vote to 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 vote and he/she is aware that:

• • in case of amendment or integration of the proposals presented to the Shareholders' Meeting, or in the absence of the expression of the vote, Computershare S.p.A will express a non-vote

• • the proxy/subdelegation 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.

  AFFIRMS

• • under his/her own liability, in the event of sub-delegation, for the purposes of the provisions of art. 135-novies, paragraph 5, of Legislative Decree no. 58/1998, as proxy holder the compliance of the proxy form to the original document and the identity of the proxy grantor. The original of the proxy must be kept for one year from the conclusion of the Shareholders' Meeting.

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 to confer the ordinary proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the

Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March 17th, 2020

VOTING INSTRUCTION

(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 to confer the ordinary proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the

Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March 17th, 2020

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 to confer the ordinary proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the

Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March 17th, 2020

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

4

Rai Way S.p.A. -Shareholders' Meeting of April 27th, 2022

Proxy form to confer the ordinary proxy/sub delegation to the Appointed Representative exclusively entitled to attend to the

Meeting pursuant to article. 106, paragraph 4, Law Decree n. 18 on March 17th, 2020

Instructions for filling in and submitting the form

1. The Proxy/Sub delegation 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, is recommended to be received within 2:00 pm of 26 April 2022 (but in any case it must be received before the beginning of the Shareholders' Meeting) 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/sub delegation 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/Sub delegation form in a manner and in the terms other than those indicated above or the sole transmission by post will not guarantee correct submission of the proxy to the Appointed Representative.

the

Conferral of proxy/ sub delegation 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, and, in case of acting as a proxy holder, a copy of proxy.

• 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. In accordance to art. 106 DL 17.3.2020 no. 18, the exclusive appointed representative may receive sub delegations but it is liability of the proxy holder to provide appropriate Voting instructions accordingly to the instructions submitted by the original proxy grantor.

• 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.itin the section "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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