TXT e S p A : Shareholders’ Meeting September 13th, 2020Proxy form and Voting instructions to Computershare S.p.A.

TXT e-solutions S.p.A. - Ordinary and Extraordinary Shareholders' Meeting 13th September, 2021

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

TXT e-solutions 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, converted into Law no. 27 of 24 April 2020, as extended by effect of paragraph 6 of art. 3, of Law Decree no.183 of 31 December 2020, and extended by Law Decree no. 175 of 23 July 2021 to collect proxies for the Ordinary and Extraordinary Shareholders' Meeting convened on 13th September, 2021 in single call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's websitewww.txtgroup.com(section Who We Are/Shareholders' Meeting)

The proxy and voting instructions, to be conferred by September 9th 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. (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 09/02/2021 (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 TXT e-solutions(ISIN IT0001454435) ...................................................................................................................

1. registered in the name of ………………………………………………………………………………Place of birth *............................................................

Date of birth *.............................	Tax 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

NOTE: It is not possible to grant this proxy form without the voting instructions form to be downloaded from the company's website www.txtgroup.comVoting instruction form can be requested by phone at no. [phone].

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TXT e-solutions S.p.A. - Ordinary and Extraordinary Shareholders' Meeting 13th September, 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)

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

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

ORDINARY SESSION

1. Appointment of a member of the Board of Directors following co-optation pursuant to art. 2386 of the ItalianCivil Code as consequence of the resignation of the Director Valentina Cogliati;

Section A - vote for resolution proposed by the Board of Directors to appoint Carlo Gotta as a member of the Board of Director	F	C	A
(9)

2. Appointment of a member of the Board of Directors following the resignation of the Director Fabienne DejeanSchwalbe

Section A - vote for resolution proposed by the Board of Directors to appoint Antonella Sutti as a member of the Board of Director	F	C	A
(9)
Section A2 - vote for a proposal received from a group of institutional investors to appoint Silvia Bordi as a member of the	F	C	A
company's board member (10)

EXTRAORDINARY SESSION

3. Transfer of the Company's registered office; amendment to Art. 2 of the Company's by-laws;

Section A - vote for resolution proposed by the Board of Directors (9)

F C A

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TXT e-solutions S.p.A. - Ordinary and Extraordinary Shareholders' Meeting 13th September, 2021

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

4. Amendment to Art. 15 of the Company's by-laws

Section A - vote for resolution proposed by the Board of Directors (9)

F C A

DATE

SIGNATURE

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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).

10. 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-bisof 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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The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company websitewww.txtgroup.com

9.

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

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

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

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.

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

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

2.

3.

4.

5.

6.

7.

8. 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".

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.

TXT e-solutions S.p.A. - Ordinary and Extraordinary Shareholders' Meeting 13th September, 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

1. 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 9th September April 2021, using one of the following methods:

1. Registered Email Holders (PEC): as an attachment document (PDF format) sent to [e-mail] 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 to [e-mail] 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 to [e-mail]. In this case, the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. via Mascheroni, 19, 20145 Milan, as soon as possible;

TXT e-solutions S.p.A. - Ordinary and Extraordinary Shareholders' Meeting 13th September, 2021

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

Italian Legislative Decree no. 58/98 (T.U.F)

Article 135-decies

(Conflict of interest of the representative and substitutes)

1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.
2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

1. has sole or joint control of the company, or is controlled or is subject to joint control by that company;
2. is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;
3. is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);
4. is an employee or auditor of the company or of the persons indicated in paragraph a);
5. is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);
6. is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.
   3. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.

4. This article shall also apply in cases of share transfer by proxy.

Article 135-undecies(Appointed representative of a listed company)

1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.
2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.
3. 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 are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.
4. The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.
5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Article 126-bis

(Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions)

Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135-bis.

1. Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.
2. The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders ' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.

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