Valsoia S p A : Modulo delega e istruzioni al Rappresentante Designato Assemblea dei soci 27 aprile 2023 versione ENG

Valsoia S.p.A. - Ordinary Shareholders' Meeting on Aprile, 27th 2023 in first call and, if necessary, on April, 28th

2023

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

Valsoia 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, lately modified and at least as extended by effect of paragraph 10 of art. 3, of Law Decree no.198 on 29 December 2022 converted into Law no. 14 of 24 February 2023, to collect proxies for the Ordinary Shareholders' Meeting convened on April, 27th 2023 in first call, and, if necessary, on April, 28th 2023 in second call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's website "hiip://www.valsoiaspa.com/investor -relations/corporate-governance/shareholders'meeting"

The proxy and voting instructions, to be conferred by April, 25th 2023 ,(in case of first call and April, 26th 2023, in case of second call), 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 18/04/2023 (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 Valsoia S.p.A. (ISIN IT0001018362)

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

1

Valsoia S.p.A. - Ordinary Shareholders' Meeting on Aprile, 27th 2023 in first call and, if necessary, on April, 28th

2023

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

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 website "http://www.valsoiaspa.com/investor-relations/corporate-governance/shareholders'meeting"Voting instruction form can be requested by phone at no. [phone] - [phone].

2

Valsoia S.p.A. - Ordinary Shareholders' Meeting on Aprile, 27th 2023 in first call and, if necessary, on April, 28th

2023

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

VOTING INSTRUCTIONS

WARNING

This voting instructions form could be amended to include any proposal of resolution and/or vote on the items on the agenda that were presented

by shareholders until April, 12th 2023; in this event, the voting instruction will be dispatched by April 14th 2023, including the new proposals, in

line with the notice of call

(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

(0010)

1. Financial Statements for the year ending 31 December 2022: approval of the Financial Statements as at31 December 2022; Report of the Board of Directors on the management, Report of the Statutory Auditors and of the Auditing Firm

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

F

C

A

(0020)	2. Allocation of profit for the period

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

F

C

A

(0030)

3. Report on the policy on the remuneration and remuneration paid: resolution on Section I of the Reporton the policy on the remuneration and on the remuneration paid pursuant to article 123-ter,paragraph 3-bisof Legislative Decree no. 58/1998

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

F

C

A

3

Valsoia S.p.A. - Ordinary Shareholders' Meeting on Aprile, 27th 2023 in first call and, if necessary, on April, 28th

2023

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

(0040)

4. Report on the policy on the remuneration and remuneration paid: resolution on Section II of the Reporton the policy on the remuneration and on the remuneration paid pursuant to article 123-ter,paragraph 6 of Legislative Decree no. 58/1998

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

F

C

A

Renewal of the Board of Directors

(0050)	5.1 Determination of the number of members

Section C - The Board of Directors has not presented a motion

C2 - vote for resolution proposed by holder of majority/relevant interest (11)

(0060)	5.2 Determination of the term of office

F

C

A

Section C - The Board of Directors has not presented a motion

C2 - vote for resolution proposed by holder of majority/relevant interest (11)

F

C

A

(0070)

5.3 Appointment of the Directors

Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions)

(12)

N….

C

A

(0080)

5.4 Appointment of the Chairman

Section C - The Board of Directors has not presented a motion

C2 - vote for resolution proposed by holder of majority/relevant interest (11)

F

C

A

4

Valsoia S.p.A. - Ordinary Shareholders' Meeting on Aprile, 27th 2023 in first call and, if necessary, on April, 28th

2023

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

(0090)

5.5 Determination of the remuneration of the Board of Directors pursuant to article 2364, paragraph 1,no. 3, of the Italian Civil Code

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

F

C

A

Renewal of the Board of Statutory Auditors

(00100)

6.1 Appointment of three standing auditors and two alternate auditors

Section C - The Board of Directors has not presented a motion

C2 - vote for resolution proposed by holder of majority/relevant interest (11)

F

C

A

(00110)

6.2 Appointment of the Chairman

Section A - vote For the list (motion) with the number to be fill in the side box or vote Contrary/Abstention to all lists (motions)

(12)

N….

C

A

(00120)

6.3 Determination of the remuneration of the Board of Statutory Auditors pursuant to article 2364,paragraph 1, no. 3, of the Italian Civil Code.

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

F

C

A

5