Recordati : Proxy/sub-proxy form to the Designated Representative pursuant to art. 135-novies of Leg. Decree 58/98

In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27 and as last extended by effect of art. 3, D.L. 228/2021 converted with modifications by Law no. 15/22, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Designated Representative - Spafid declares that it has no own interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between SPAFID and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Spafid will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Spafid will not vote for such items.

With reference to the Ordinary General Meeting of RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A. to be held on 29 April 2022, at 09.30 a.m., on single call, as set forth in the notice of the shareholders' meeting published on the Company's website athttps://www.recordati.it/en/ , in the section "investors / shareholders meetings" on 18th March 2022 and in abridged form, in the Italian daily newspaper "il Sole 24 Ore" on 19th March 2022 and having regard to the Reports on the items on the Agenda made available by the Company(§)

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form (§)

I, the undersigned (party signing the proxy)	(Name and Surname) (*)
Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
Resident in (*)	Address (*)
Phone No. (**)	Email (**)
Valid ID document (type) (*)	Issued by (*)	No. (*)
(to be enclosed as a copy)

(§)The Company will process the personal data in accordance with the information attached. .

(*) Mandatory. (**) It is recommended to fill.

Società per Amministrazioni Fiduciarie SPAFID S.p.A.

in quality of (tick the box that interests you) (*)

shareholder with the right to vote

OR IF DIFFERENT FROM THE SHARE HOLDER

 legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)  pledge  bearer  usufructuary  custodian  manager  other (specify) ………………………………………………………………………………………………

(complete only ifthe shareholder is different from the proxy signatory)

Name Surname / Denomination (*)

Tax identification code or other identification if foreign (*)Born in (*)

On (*)Registered office / Resident in (*)

Related to

No. (*) ___________________ shares Recordati - ISIN IT0003828271

Registrated in the securities account (1) n. ___________________ at the custodian ___________ ABI ________ CAB _____

referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. __________________________ Supplied by the intermediary: _________________________________

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES SOCIETÀ PER AMMINISTRAZIONI FIDUCIARIE SPAFID S.P.A. ("SPAFID"), with registered office in Milan, Tax Code no. 00717010151, to participate and vote in the

Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

- that he/she/it is aware that the proxy to the Designated Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted;

• - to have requested from the custodian the communication for participation in the Meeting as indicated above;

• - that there are no reasons for incompatibility or suspension of the exercise of voting rights;

• - (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZE Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document.



(Place and Date) *

(Signature) *

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned (3) (Personal details)

(indicate the holder of the right to vote only if different - name and surname / denomination)

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

Hereby appoints Spafid to vote in accordance with the voting instructions given below at Ordinary General Meeting of RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA to be held on 29 April 2022, at 09.30 a.m. on single call.

RESOLUTIONS SUBJECT TO VOTING

Item 1. Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2021; related and consequent resolutions:

a) Financial Statements as at 31st December 2021;

Proposal of the Board of Directors

Tick only one box

 In Favour

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

b) allocation of the profit for the 2021 financial year.

Proposal of the Board of Directors

Tick only one box

 In Favour

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

Item 2. Appointment of the Board of Directors:

a) determination of the number of the Board of Directors' members;

Proposal of resolution submitted by Rossini S.à r.l.

Tick only one box

 In Favour

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

b) determination of the term of office of the Board of Directors;

Proposal of resolution submitted by Rossini S.à r.l.

Tick only one box

 In Favour

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

 confirms the instructions

 revokes the instructionsModify the instructions (express preference)

 In Favour : ___________________________

 Against

 Abstain

 Against

 Abstain

c) appointment of the members of the Board of Directors; relative and consequent resolutions;

Tick only one box

 Slate filed by the shareholder Rossini S.à r.l. minus the candidate listed in position No. 12)

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

Proposal of resolution submitted by Rossini S.à r.l. *

Tick only one box

 In Favour

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

*The resolution proposal submitted by the shareholder Rossini S.à r.l., is the following "we propose as 12th (twelfth) member of the Company's board of directors (in addition to candidates no. 1 through 11 on our Slate) Ms. Elisa Corghi".

d) determination of the remuneration of the members of the Board of Directors;

Proposal of resolution submitted by Rossini S.à r.l.

Tick only one box

 In Favour

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain