Reply S p A : Proxy form to the appointed representative

REPLY S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24 th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10- undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14.

MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, taking into account the extension established by D.L. 30th December 2021 no. 228, as converted with modifications by Law 25th February 2022 n. 15, and the further extension by art. 3, paragraph 10-undecies, Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14, of REPLY S.p.A. (hereinafter the "Company"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of REPLY to be held at the Company's offices in Turin, Via Nizza 250, 20 April 2023, at 10.00 a.m., first call, and, if necessary, on second call on 26 April 2023 same place and time, as set forth in the notice of the shareholders' meeting published on the Company's website atwww.reply.com on 20 March 2023, and, in abridged form, in the Italian daily newspaper "MF" .

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting ( i.e., by 11:59 p.m. of 18 April 2023 ( on first call and of 24 April 2023 on second call)). The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Appointed Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote different from that indicated in the instructions.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form (§)

(§)The Company will process the personal data in accordance with the information attached. (*) Mandatory. (**) It is recommended to fill.

MONTE TITOLI S.p.A.

in quality of (tick the box that interests you) (*)

shareholder with the right to vote OR IF DIFFERENT FROM THE SHARE HOLDER

 legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)  pledge  bearer  usufructuary  custodian  manager  other (specify) ………………………………………………………………………………………………

Name Surname / Denomination (*)

Tax identification code or other identification if foreign (*)Born in (*)

On (*)Registered office / Resident in (*)

Related to

No. (*) ___________________ shares ISIN _____________

Registrated in the securities account n. ___________________ at the custodian ___________ ABI ________ CAB _____

referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) No. __________________________ Supplied by the intermediary: _________________________________

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

• - to be aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are you have given voting instructions and that you have requested the communication from the depositary intermediary for participation in the Shareholders' Meeting as indicated above;

• - that there are no causes of incompatibility or suspension of the exercise of the right to vote.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.



(Place and Date) *

(Signature) *

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)

__________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different - name and surname / denomination)

__________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of REPLY to be held at the Company's offices in Turin, Via Nizza 250, on 20 April 2023, at 10.00 a.m., on first call, and, if necessary, on second call on 26 April 2023 same place and time,

RESOLUTIONS SUBJECT TO VOTING

1 Financial Report

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

 Against

 Abstain

2 Resolutions on the purchase and sale of treasury shares, pursuant to Articles 2357, 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998, as well as Article 144-bis of Consob Regulation No. 11971, subject to revocation of the resolution passed by the Shareholders' Meeting of 22 April 2022, to the extent not used.

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

Tick only one box

Modify the instructions (express preference)

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

Tick only one box

Modify the instructions (express preference)

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

Proposal of the Board of Directors

Tick only one box

 In Favour

 Against

 Abstain

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

 Against

 Abstain

(Signature) *