Form for granting proxy and voting instructions to Istifid S.p.A. pursuant to Article 135 of Legislative Decree No. 58/1998

Transcription

1 Form for granting proxy and voting instructions to Istifid S.p.A. pursuant to Article 135 of Legislative Decree No. 58/1998 ZIGNAGO VETRO S.p.A. Ordinary and Extraordinary Shareholders Meeting to be held on April 28, 2011 at the time of 11 am in first call at the Company's registered office in Fossalta di Portogruaro (VE), via Ita Marzotto No.8, and if necessary, on April 29, 2011 in second call, at the same location and time. 8 Istifid S.p.A. Trust and Audit Company (hereafter also Istifid ) as the Designated Agent with registered office in Milan, viale Jenner No. 51, Tax No , in accordance with Article 135-undecies of Legislative Decree No. 58/1998 of ZIGNAGO VETRO S.p.A. (hereafter also the Company ), proceeds with the registration of voting proxies concerning the Ordinary and Extraordinary Shareholders Meeting called for April 28, 2011 in first call and for April 29, 2011 in second call, in the manner, terms and conditions reported in the call notice published on the internet site of the Company and in the daily newspaper Corriere della sera in accordance with law. The Proxy Form, together with the voting instructions for the Designated Agent, must be sent in original form to Istifid S.p.A., Trust and Audit Company, Trust Service, Viale Jenner No. 51, Milan, by the second trading day preceding the shareholders meeting in first call and therefore by 23:59 on April 26, 2011 through one of the following means: hand delivery; registered letter. Proxy may also be notified through electronic means through the certified address 2011assemblea.qq15@istifidpec.it, in place of sending the original form in the manner outlined above. Proxy and voting instructions may be revoked within the above-stated period through hand delivery or through registered letter sent to the Istifid address mentioned above or via fax to the number , or through.pdf file attached to an to the address 2011assemblea.qq15@istifidpec.it. In accordance with Article 135-undecies, paragraph 2 of Legislative Decree No. 58/1998 the granting of proxy and voting instructions through signing the present form does not incur expenses for the principal, with the exception of the expenses for sending. Istifid, as the Designated Agent, confirms not having any interests in the proposals to be voted upon. Considering the contractual relations between Istifid, Servizio Organizzazione Aziendale and the Company, in particular, considering the technical assistance to the shareholders meeting and accessory services, and for the purposes to avoid any possible disputes concerning the existence of a conflict of interest as per Article 135-decies, paragraph 2, letter f) of Legislative Decree No. 58/1998, Istifid expressly declares that, where unknown circumstances must be verified or in the case of modification or supplementation of the proposals presented to the Shareholders Meeting, it does not intend to express a vote other than that indicated in the instructions. 1

2 PROXY FORM (Section to be notified to the Company through the Designated Agent Complete with information based on the notice at the bottom) The undersigned (name).... (surname)., born in......, on..., Tax No...., resident in Street , Telephone No..., e- mail......, with voting rights (1) APPOINTS the Designated Agent to attend and vote at the above indicated shareholders meeting in accordance with the instructions provided with reference to..... shares of ZIGNAGO VETRO S.p.A. ISIN Code IT recorded in the securities account...at... ABI CAB (2); Communication reference of the intermediary: - Comunication No sent by... - any identifying code DECLARES to be aware that the proxy form for the Designated Agent may contain voting instructions also only on some of the proposals on the agenda and that, in this case, the vote will be exercised only on the proposals upon which voting instructions have been conferred; DECLARES to authorise Istifid to handle personal data in accordance with the conditions and the terms indicated in the attached disclosure note. The undersigned (name and surname of the signatory if different from the holder of shares).... signs the present proxy form as secured creditor broker beneficial owner custodian manager legal representative or proxy with power to sub-delegate other (specify) , on... Signature... 2

3 VOTING INSTRUCTIONS (*) (Section contains information for the Designated Agent transmitted to Istifid S.p.A.) Tick the box based on the notice at the bottom The undersigned (3) (name)... (surname)..... appoints the Designated Agent to vote according to the following voting instructions for the Ordinary and Extraordinary Shareholders Meeting of ZIGNAGO VETRO S.p.A. called for April 28, 2011 in first call and for April 29, 2011 in second call. A) RESOLUTIONS SUBMITTED TO VOTING (4) AGENDA IN FAVOUR OF THE PROPOSAL CONTAINED IN THE REPORT AGAINST ABSTAIN ORDINARY SESSION 1. Financial statements for the year ended December 31, 2010, Directors Report on operations, Board of Statutory Auditors Report and the Independent Auditors Report. Resolutions thereon. 2. Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where not utilised, of the previous Shareholders resolution of April 29, Resolutions thereon. EXTRAORDINARY SESSION 1. Amendment of Articles 5,11,12,13,15,17,20,21 and 24 of the By-Laws to the Proposed Text in the Board of Directors Report (tick the box) (tick the box) (tick the box) (tick the box) (tick the box) (tick the box) (tick the box) (tick the box) (tick the box) 3

4 B) UNKNOWN CIRCUMSTANCES If unknown circumstances exist on the granting of proxy (5) the undersigned: ORDINARY SESSION 1. Financial statements for the year ended December 31, 2010, Directors Report on operations, Board of Statutory Auditors Report and the Independent Auditors Report. Resolutions thereon. 2. Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where not utilised, of the previous Shareholders resolution of April 29, Resolutions thereon. EXTRAORDINARY SESSION 1. Amendment of Articles 5,11,12,13,15,17,20,21 and 24 of the By-Laws to the Proposed Text in the Board of Directors Report; CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS AMENDS THE INSTRUCTIONS in favour against abstains C) AMENDMENTS OR ADDITIONS (6) EXTRAORDINARY SESSION 1. Financial statements for the year ended December 31, 2010, Directors Report on operations, Board of Statutory Auditors Report and the Independent Auditors Report. Resolutions thereon. 2. Authorisation for the purchase and utilisation of treasury shares, with prior revocation, where not utilised, of the previous Shareholders resolution of April 29, Resolutions thereon. EXTRAORDINARY SESSION 1. Amendment of Articles 5,11,12,13,15,17,20,21 and 24 of the By-Laws to the Proposed Text in the Board of Directors Report; CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS AMENDS THE INSTRUCTIONS in favour against abstains 4

5 In the case of voting on the responsibility action proposed in accordance with Article 2393, paragraph 2 of the civil code by shareholders on the approval of the financial statements, the undersigned appoints the Designated Agent to vote according to the following indication: IN FAVOUR AGAINST ABSTAINS (*) In accordance with Article 135-undecies, paragraph 3 of Legislative Decree No. 58/1998 The shares for which proxy has been conferred, also partially, are included for the purposes of the proper constitution of the shareholders meeting. In relation to the proposals for which no voting instructions were conferred, the shares of the shareholder are not included for the calculation of the necessary majority and of the share capital percentage required to approve the resolutions..., on. Signature

6 Instructions for filling out the proxy voting form 1. Specify the category of the signatory of the proxy and attach: a) for physical persons a copy of a valid identity document; b) for legal persons a valid identity document of the person signing the proxy on behalf of the company or entity with the right to attend and vote at the shareholders meeting, the documentation proving power of representation of such party, such as for example a photocopy of the certificate provided by the company registration office, or equivalent for foreign companies, proxies or resolution extracts of the Board of Directors. 2. Report the number of the securities account, the ABI and CAB codes of the filing intermediary, or the name, available from the security dossier extract. 3. Report the name and surname of the signatory of the Proxy Form and the Voting Instructions. 4. The resolutions proposed to the Shareholders Meeting are illustrated in the Report published in accordance with applicable regulations on the internet site of ZIGNAGO VETRO S.p.A. ( and on Borsa Italiana S.p.A., as well as filed at the registered office of ZIGNAGO VETRO S.p.A. (Via Ita Marzotto, 8 - Fossalta di Portogruaro (VE). 5. Where significant circumstances, unknown on granting of proxy, exist and which may not be communicated to the principal, it is possible to: a) confirm the voting instructions already expressed; b) revoke the voting instructions already expressed, c) modify the voting instructions already expressed. If no choice is made, category A) is presumed. 6. For the case in which amendments or supplementations of the proposals put to the shareholders meeting occur, it is possible to: a) confirm any voting instructions already expressed; b) revoke the voting instructions already expressed; c) amend the voting instructions already expressed or the conferment of the voting instructions. If no choice is made, category A) is presumed. For clarifications concerning the filling out and sending of the present proxy form, it is possible to contact the following number , during weekdays. 6

7 In accordance with attachment 5A of the Consob Issuers Regulations (as amended by Consob Resolution No of December 28, 2010), the text of the relevant provisions of Legs. Decree No. 58/1998 stated in the present instructions is reported below. Art. 135-decies (Conflicts of interest of the representative and of the replacements) 1. The conferment of proxy to a representative in conflict of interest is allowed if the representative communicates in writing to the shareholder the circumstances under which the conflict arises and if specific voting instructions are provided for each resolution on which the representative must vote on behalf of the shareholder. It is the responsibility of the representative to communicate to the shareholder the circumstances under which the conflict of interest arises. 2. For the purposes of the present article, a conflict of interests exists in every case where the representative or the replacement: a) controls, also jointly, the company or a subsidiary, also jointly, or is under a common control with the company; b) is connected to the company or exercises a significant influence on it; c) is a member of the board of directors or the management body of the company or of the parties indicated at letter a) and b); d) is an employee or an auditor of the company or of the parties indicated at letter a); e) is the spouse, relative or related to the fourth level of the parties indicated between letters a) and c); f) is connected to the company or the parties indicated at letters a), b), c) and e) by independent or subordinated work or by other monetary based relations which may compromise independence. 3. The replacement of the representative with a replacement in conflict of interest is allowed only if the replacement is indicated by the shareholder. In this case, paragraph 1 is applied. The obligations for communication and the relative proof are the responsibility of the representative. 4. The present article is applied also in the case of transfer of shares by power of attorney. Art. 135-undecies (Designated agent of the company with listed shares) 1. Except where the by-laws provide otherwise, companies with listed shares designate for each shareholders meeting a party to which shareholders may confer, by the end of the second trading day before the date fixed for the shareholders meeting in first or single call, a proxy with voting instructions on all or a number of the proposals on the agenda. Proxy conferred is valid only for the proposals on which voting instructions are provided. 2. Proxy is conferred through signing a proxy form whose content is governed by Consob regulations. The shareholder does not incur charges for the conferment of such proxy. Proxy and voting instructions are revocable under the terms indicated in paragraph The shares in relation to which proxy is conferred, also partially, are included in relation to the proper constitution of the shareholders meeting. In relation to the proposals for which no voting instructions were conferred, the shares of the shareholder are not included for the calculation of the majority and for the quorum required to approve the proposals. 4. The party designated as representative must communicate any interests held on his own behalf or on behalf of third parties in relation to the proposals on the agenda. Confidentiality on the content of the voting instructions received is maintained until the beginning of voting, except for the possibility to communicate such information to employees and auxiliaries, who are subject to the same confidentiality requirement. 5. Under the regulation at paragraph 2, Consob may establish the cases in which the representative not falling within the ambit of the conditions at Art may cast a vote other than as indicated in the instructions. Civil Code Article 2393 (Social responsibility action) 1. The responsibility action against directors is taken following a shareholders meeting resolution, even if the company is in liquidation. 2. The resolution concerning the responsibility of directors may be taken on the occasion of the discussion of the annual accounts, even if it is not included in matters on the agenda, when relating to matters contained in the annual accounts. 3. The responsibility action may also be taken following a resolution of the Board of Statutory Auditors by a majority of at least two thirds. 4. The action may be taken within five years from the director leaving office. 5. The approval of a responsibility action results in the relinquishing of office of the director upon whom it is taken, based on the approval of at least one fifth of those representing the share capital. In this case, the same shareholders meeting appoints a replacement. 6. The company may forego the exercise of the responsibility action and may settle, as long as the verification and the transaction have been approved by the shareholders meeting, and there has not been a contrary vote by a minority of shareholders representing at least one fifth of the share capital or for companies utilising the risk capital market, at least one twentieth of the share capital, or the measure established in the by-laws for the exercise of the social responsibility action in accordance with paragraphs one and two of Article 2393 bis. 7

8 PROTECTION OF THE PERSON AND OTHER PARTIES IN COMPLIANCE WITH THE HANDLING OF PERSONAL DATA DISCLOSURE AS PER ARTICLE 13 OF LEGISLATIVE DECREE 196 OF In accordance with Legislative Decree No. 196 of June 30, 2003 (Privacy Code, hereafter PC ), we wish to inform you concerning the manner for the handling of Data by ISTIFID S.p.A. and the rights pertaining to interested parties. Holder of the Information is ISTIFID S.p.A. Trust and Audit Company, with registered office in Milan, Viale Jenner No. 51. PURPOSE OF THE HANDLING OF THE DATA The Data provided will be handled by Istifid, through electronic or hardcopy means for the following purposes: a) fulfilling representational duties at the shareholders meeting and expressing the vote of the principal in conformity with the voting instructions provided to Istifid, as the Designated Agent; b) fulfilment of obligations established by legal, regulatory and EU provisions, or by the provisions of the Supervisory Board and Authority or according to common administrative practices. The conferment of Data and the handling of such data by Istifid for such means, necessary for the management of contractual relations or related to the fulfilments of regulatory obligations, is mandatory and does not require explicit consent, where such would prevent Istifid from fulfilling such contractual obligations. The Data is accessible exclusively by those within Istifid who based on their activities and duties require such information, except for that established at point 3, paragraph 2 of the present disclosure. These parties, whose number will be kept to the minimum possible, handle such data as the Persons Responsible and Appointed officers for such handling ; are properly appointed and instructed in order to avoid losses, destruction, non-authorised access or non-consented handling of the Data. COMMUNICATION OF DATA TO THIRD PARTIES The Data may be communicated: - to parties under legal, regulatory or EU obligations; - to companies, entities or consortiums acting on behalf of ISTIFID, carrying out connected, instrumental or supportive roles, required under contracts undertaken (for example, companies carrying out transmission, transport or sorting of communications). These parties act as Persons Responsible or as Independent Holders who have given guarantees; a list of such is available at the registered office of ISTIFID. In no case will the Data be circulated. MANNER OF HANDLING Istifid handles the Data of interested parties in a lawful manner and according to principles of correctness in such a manner to ensure confidentiality and security. The handling which includes any other operation included in the definition of handling in accordance with Article 4 of the PC (including for example purposes and non-exhaustive, the recording, organisation, elaboration, communication, maintenance, destruction of Data) is carried out through manual, IT and/or telematic instruments, in an organised manner and for reasons strictly related to the purposes indicated. The Data is maintained for the time period strictly necessary considering the purposes for which it has been collected, in compliance with law and any provisions of the Guarantee Authority. EXERCISE OF RIGHTS In accordance with Article 7 PC, the interested party has the right to obtain indication of: a) the origin of the personal data; b) the purpose and the means of handling; c) the policy applied in the case of handling through assistance of electronic instruments; d) the identity details of the holder and of the party responsible; e) the parties or the categories of parties to which the personal data may be communicated or which may become aware of such as the responsible party or those appointed by them. In addition, the party concerned has the right to obtain: a) the updating, the adjustment or the supplementation of data; b) the cancelation, the transformation to an anonymous form or the blocking of data handled in violation of law. The interested party has the right finally to oppose, in all or in part, for legitimate reasons the handling of personal data relating to them, even if relevant to the purposes of collection. For any clarification, as well as for the exercise of the stated rights, reference should be made to ISTIFID S.p.A., General Headquarters, in Viale Jenner No Milan, telephone , Fax , direzionegenerale@istifid.it. March 2011 ISTIFID S.p.A. 8