Salcef S p A : Regulations for Shareholders’ Meeting

Regulations for Shareholders' Meetings of Salcef Group S.p.A.

Translation from the Italian original which remains the definitive version

Salcef Group S.p.A.

Regulations for Shareholders' Meetings of Salcef Group S.p.A.

CHAPTER I

PRELIMINARY PROVISIONS

Article 1

Scope of application

1. These regulations (hereinafter the "Regulations") govern the proceedings of the Ordinary and Extraordinary Shareholders' Meetings of Salcef Group S.p.A., having registered office in Rome, 1027, Via Salaria (hereinafter the "Company").
2. The Regulations, approved by the Company's Ordinary Shareholders' Meeting on 27 April 2023, are available to those entitled to attend the Shareholders' Meeting at the Company's registered office and in the premises where the meetings are held. The Regulations are also available on the Company's website (www.salcef.com).
3. The Ordinary Shareholders' Meeting shall approve amendments to these Regulations in accordance with the majorities laid down in the provisions in force.

CHAPTER II

CONSTITUTION OF THE SHAREHOLDERS' MEETING

Article 2

Intervention, participation and assistance in the Meeting

1. Those who are entitled to attend and intervene in the Shareholders' Meeting and exercise their voting rights pursuant to the provisions set out by the law and regulations in force from time to time, as well as the Company's By-Laws (hereinafter the "By-Laws"), are entitled to attend and participate in the Shareholders' Meeting.
2. Representatives may intervene following the provisions of the By-Laws and the applicable legal or regulatory provisions.
3. Members of the Company's Board of Directors and Board of Statutory Auditors may attend the Shareholders' Meeting, whose participation is not subject to formalities.
4. The Shareholders' Meeting may be attended, with the consent of the Chairperson of the Shareholders' Meeting (hereinafter the "Chairperson") and according to the modalities defined by the Chairperson, as simple auditors without the right to vote or intervene, unless authorised by the Chairperson, managers or employees of the Company or companies of the Salcef Group, members of the administrative or control bodies and/or employees of companies of the Salcef Group, representatives of the entity appointed to legally audit the Company's accounts and other persons whose participation is deemed helpful by the Chairperson concerning the topics to be discussed in the Meeting or for the performance of the latter.

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Regulations for Shareholders' Meetings of Salcef Group S.p.A.

1. The auxiliary personnel and any non-member tellers, who are entrusted with performing, inter alia, the functions provided for in the following articles of the Regulations, as well as any assistants to the Secretary or the Notary according to Article 4, paragraph 2 below, may attend the Shareholders' Meeting, with the consent of the Chairperson and in the manner determined by the latter, without being allowed to speak unless authorised by the Chairperson.
2. In addition, consultants, experts, financial analysts, members of the economic-financial community and journalists working on behalf of daily newspapers and periodicals and radio/television networks, accredited for the individual Shareholders' Meeting, may attend the Shareholders' Meeting with the Chairperson's consent and according to the procedures determined by the latter, without being allowed to speak. Accreditation and attendance requests must be received at the Company's registered office by 6:00 PM on the second working day before the Shareholders' Meeting date. The persons indicated in this paragraph, previously identified, may enter the premises of the Shareholders' Meeting wearing a special identification badge and must take their seats in a special reserved area.

Article 3

Verification of entitlement to attend and speak at the Meeting, access to and exit from the Meeting

premises

1. The operations of identifying personnel and verifying their entitlement to attend and participate in the Shareholders' Meeting shall begin, in the place where the Meeting is to be held, at least one hour before the time set for the start of the Meeting unless a different deadline is established in convocation notice, without prejudice to the competence of the Chairperson to ascertain entitlement to attend, participate and vote.
2. Those who have the right to participate in the Shareholders' Meeting according to Article 2, paragraphs 1 and 2 above, of the Regulations must present to the auxiliary personnel appointed by the Company located at the entrance to the premises where the Shareholders' Meeting is being held (hereinafter the "Appointed Personnel") an official personal identification document and any documentation for admission in compliance with the provisions of the notice of call (including the communication of the appointed intermediary according to the applicable laws and regulations attesting the entitlement to participate in the Shareholders' Meeting or a copy of the communication mentioned above), the By-Laws and the applicable laws and regulations. To those who are authorised to enter the meeting room, the Appointed Personnel shall issue a special attendance/voting card or other instruments, even electronic, to be kept for the entire duration of the meeting proceedings, valid for exercising the right to vote and for any checks and to be shown upon request, without prejudice to the competence of the Chairperson about ascertaining the legitimacy of attendance, intervention and voting.
3. Those who are entitled to attend or be present at the Shareholders' Meeting according to Article 2, paragraphs 4, 5 and 6 above, must show the Appointed Personnel, at the entrance to the premises where the Meeting is held, an official personal identification document and any documentation for admission purposes. To those authorised to enter the meeting room, the Appointed Personnel shall issue a special identification badge needed for possible checks and to be shown upon request, without prejudice to the competence of the Chairperson to ascertain the legitimacy of attendance and participation in the Shareholders' Meeting.

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Regulations for Shareholders' Meetings of Salcef Group S.p.A.

1. Those present who, for any reason whatsoever, intend to leave the premises where the Shareholders' Meeting is being held must notify the Person in Charge of the Meeting and return the participation/voting card, the instrument, including the electronic one, or the identification mark received. Any return to the premises where the Shareholders' Meeting is held must be reported to the Person in Charge, who shall return the participation/voting card, the instrument, including the electronic one, or the identification mark received.
2. To facilitate the verification of their representative powers, those attending the Shareholders' Meeting as legal or voluntary representatives of shareholders and other holders of voting rights may send in advance the documentation proving such powers to the Company secretariat as specified in the convocation notice without prejudice to the competence of the Chairperson to ascertain the legitimacy of their presence, attendance and voting rights.
3. Unless expressly authorised in advance by the Chairperson, no photographic, video or similar equipment, recording instruments of any kind, mobile telephones, or other devices of any kind that allow communications of any kind or the taking or storing of images (still or moving) or sound as well as other similar devices may be used or kept switched on in the premises where the Meeting is held. If the Chairperson authorises using any such apparatus, instruments or devices, they shall determine its conditions and limits. In particular, the Chairperson may authorise that the proceedings of the Shareholders' Meeting may be subject to audio/video filming either for transmission/projection in premises connected with a closed-circuit system or to support the preparation of responses and facilitate the drafting of the minutes, in compliance with the applicable provisions of law or regulations.

Article 4

Chairperson, Secretary, Notary and Appointed Personnel

1. At the time set in the convocation notice, the Shareholders' Meeting shall be chaired by the person indicated in the By-Laws or, in the event of absence, inability or unavailability of the persons indicated in the By-Laws, the person designated by the Shareholders' Meeting itself by a majority of the shareholders present shall take the chair.
2. The Chairperson is assisted by a secretary, who may or not be a member, appointed following the provisions of law and the By-Laws (hereinafter the "Secretary"). The Secretary shall assist the Chairperson in drawing up the minutes, which shall be signed by the Chairperson and the Secretary. When required by law or deemed appropriate by the Chairperson, the minutes shall be drawn up by a Notary Public chosen according to the law and the By-Laws (hereinafter the "Notary Public"). With the Chairperson's consent, the Secretary and the Notary Public may be assisted by personnel they trust and use audio-visual recording equipment only for their assistance in preparing the minutes.
3. The Chairperson may appoint one or more tellers, including non-members, and set up a presidency
   bureau.
4. The Chairperson may be assisted by the persons authorised to attend or take part in the Shareholders' Meeting, also instructing them to illustrate the items on the agenda and answer questions posed in relation to specific topics, also taking into account any questions formulated by Shareholders before the Shareholders' Meeting and remained unanswered by the Company.

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Regulations for Shareholders' Meetings of Salcef Group S.p.A.

1. For the service of order and necessary technical support, the Chairperson uses the Appointed Personnel wearing specific identification marks.
2. The Chairperson, also upon the recommendation of the Appointed Personnel, settles any disputes concerning the entitlement to attend, intervene and vote in the Shareholders' Meeting.

Article 5

Constitution of the Shareholders' Meeting and opening of the proceedings

1. The Chairperson, also with the help of the Appointed Personnel and other assistants appointed by the Chairperson, ascertains the identity of those present and verifies the validity of the proxies and the right of those present to participate in the Shareholders' Meeting, as well as its proper constitution. The results of the checks referred to in this subsection and subsection 5 below shall be recorded in the Meeting minutes. If the Chairperson deems one or more proxies to be irregular, they may exclude the right to attend and vote of the shareholder or their representative who has presented irregular proxies.
2. The Chairperson announces the number of shareholders and other holders of voting rights present or represented, specifying the number of those with voting rights, those attending by proxy or other forms of representation. Under the direction of the Chairperson, an attendance sheet is prepared to identify all those attending as holders of voting rights relating to Company shares and specify the number of shares and votes represented by each. Furthermore, the Chairperson, before the illustration of the items on the agenda, shall inform the Shareholders' Meeting that the persons indicated in Article 2, paragraphs 3, 4, 5 and 6 above have participated and attended the Meeting.
3. After ascertaining that the Shareholders' Meeting is duly constituted and acknowledging those present by indicating the percentage of capital present or represented, the Chairperson declares the meeting proceedings open and reads the agenda. Any interventions by Shareholders relating to the convening and constitution of the Shareholders' Meeting are limited to this stage.
4. If the quorum required by the By-Laws is not reached, the Chairperson, not earlier than 90 (ninety) minutes from the time set for the start of the Meeting, notifies those present, indicating the percentage of capital present or represented, declares the Meeting to have been cancelled and postpones discussion of the items on the agenda to the next call, if any. In the event that the Shareholders' Meeting is deserted, minutes are drawn up and signed by the Chairperson and Secretary.
5. The Chairperson, during the Meeting, shall ascertain, from time to time, with reference to the individual items on the agenda, the right of those present to take part in the discussion and vote on such items.

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