Tesmec S p A : Proxy form to Computershare ex art. 135-undecies TUF

TESMEC S.p.A. - Ordinary Shareholders' Meeting April 22, 2021

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

TESMEC 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 on March, 17th 2020 n. 18, as subsequently extended, , to collect proxies for the Ordinary Shareholders' Meeting convened on April 22, 2021 in single call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's websitewww.tesmec.com (Governance / Shareholders' Meeting).

The proxy and voting instructions, to be conferred by April 20, 2021 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.

* mandatory information

The undersigned * (natural person only) .............................................................................................. Place of birth * ............................................................... Date of birth* .................................

Tax code * ………………………........................................................................................................................................................................................................................... …

Resident in (town/city) * ....................................................................... at (street / address) * .........................................................................................................................

telephone no * ………………….............................. , e-mail .................................................................................................................................................................................

(1) entitled to exercise the voting right at April 13, 2021 (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 TESMEC

(2) registered in the name of (natural or legal person) …………………………………………………………………………………………… Place of birth * ............................................................

Date of birth * ................................................. ID no (Tax Code/LEI) …… …………………………

Resident in (town/city) * ………………………………… at (street / address) *….. …………………………………………………………………………………………… .

• (3) Registered in the securities account no .......

  ..................................

  At ............ ..............................................

  Bank code (ABI) ....... ............ Branch code (CAB) ...... ..................

• (4) 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 (5) (type)*

Issued by *

no. *

SIGNATURE

NOTE: It is not possible to grant this proxy form without the voting instructions form to be completed online and downloaded from the company's websitewww.tesmec.com (Governance / Shareholders' Meeting) . Voting instruction form can be requested by phone at no. [phone].

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TESMEC S.p.A. - Ordinary Shareholders' Meeting April 22, 2021

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 per the instructions for filling in)

WARNING

The voting instructions form may require changes to include any additional proposals for the items on the agenda submitted by the shareholders by 1st April 2021, therefore, according the provisions of the meeting notice, this form will be integrated and republished on the website with the new proposals. In the event of submission of proposals that imply the issue of new voting instructions, the instructions already conferred on the only topic subject to integration lose their validity and will regain it only after issuing voting instructions also on the new proposals. However, the voting instructions on the other topics remain valid and effective.

The undersigned (6)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (7)

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

1.

Approval of the financial statements as at 31 December 2020 and presentation of the Tesmec Group's consolidated financial statements and relevant reports, including the consolidated non-financial statement; allocation of result for the period; related and consequent resolutions.

1.1 Approval of the financial statements as at 31 December 2020 and the Board of Directors' report on operations ;
Section A - vote for resolution proposed by the Board of Directors (8)	F	C	A
Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (9)	F	C	A

1.2 Allocation of profit or loss for the period.
Section A - vote for resolution proposed by the Board of Directors (8)	F	C	A
Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (9)	F	C	A

2. Resolutions regarding the report on the policy of remuneration and compensation paid pursuant to Article 123-ter of Legislative Decree 58/1998 and Article 84-quater of CONSOB Regulation no. 11971/1999; related and consequent resolutions

2.1 Binding vote on the remuneration policy relating to 2021 illustrated in the first section of the report ;
Section A - vote for resolution proposed by the Board of Directors (8)	F	C	A
Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (9)	F	C	A

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TESMEC S.p.A. - Ordinary Shareholders' Meeting April 22, 2021

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

2.2 Consultation on the second section of the report regarding the fees paid in 2020 or relating to them
Section A - vote for resolution proposed by the Board of Directors (8)	F	C	A
Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (9)	F	C	A

3 Authorisation to purchase and dispose of treasury shares; related and consequent resolutions.
Section A - vote for resolution proposed by the Board of Directors (8)	F	C	A
Section A2 - vote for possible proposal published pursuant to article 126-bis of TUF (9)	F	C	A

Derivative action against Directors
Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon 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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TESMEC S.p.A. - Ordinary Shareholders' Meeting April 22, 2021

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

The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within April 20, 2021, using one of the following methods:

• 1) Online: completing the online form available on the Company's website, assuming that the Proxy Grantor (as Individual or as Legal Entity), in order to receive the credential ID, is enabled to identify himself with the required documentation or is a Registered Email Holder;

• 2) 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;

• 3) 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;

• 4) Common Email address Holders: as an attachment document (PDF format) sent [e-mail] this case, the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. via Nizza, 262/73 10126 Torino;

• 5) Via FAX: number 011 0923202

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

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

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

• 3. 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.

• 4. Reference to the communication made by the intermediary and its name.

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

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

• 7. 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".

• 8. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports publ ished on the company websitewww.tesmec.com(Governance / Shareholders' Meeting). Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Sections A and C.

  The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).

• 9. There is the Section A2 to receive instructions when an alternative, complementary or additional resolution to the motion proposed by the Board of Directors had been presented and published pursuant to art. 126-bis of the TUF, within the term and in the cases provided. The Appointed Representative shall vote on each motion in accordance with the instructions and the delegating party shall give instructions consistent with the type of proposals (alternative or complementary) published.

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