Election and composition

Pursuant to the Company’s Bylaws, the Board of Statutory Auditors must be comprised of three Statutory Auditors and three Alternates.

The composition of the Board of Statutory Auditors must also comply with the requirements of the applicable gender parity provisions.

Nominations, accompanied by the documents required by the applicable laws and regulations, must be filed at the Company’s registered office within the deadline and the formalities set forth in the Notice of Shareholders’ Meeting or, in absence of the above-mentioned indication, may be submitted directly in the Shareholders’ Meeting.

Candidates must meet the following professional requirements: At least 1 (one) of the candidates for the post of Statutory Auditor and at least 1 (one) of the candidates for the post of Alternate Auditor must be listed in the Register of Certified Public Accountants and must have exercised a statutory auditing function for at least 3 (three) years; 
The remaining candidates, if they do not meet the requirements listed in the previous section, must have at least three years’ uninterrupted experience as: managers of accounting or finance and control departments of publicly traded companies; professionals or teachers at the university level in the fields of law, economics, finance or energy-related technologies and science; managers of public agencies or public administrations in the energy field.

The Shareholders’ Meeting shall elect the Chairman of the Board of Statutory Auditors from among the candidate nominated for the post of Statutory Auditor.

Any Statutory Auditor who no longer meets the requirements of the applicable laws and these Bylaws shall be removed from his or her office.

Elected Statutory Auditors serve for a term of three years and may be reelected.

The Bylaws place no additional restriction on the Statutory Auditors with regard to the number of management and control posts held beyond those imposed by the laws currently in effect, the intent of which would be to ensure that Statutory Auditors can devote the required time to the performance of their tasks. In any event, responsibility for assessing whether a Statutory Auditor is performing his/her function effectively should rest with the shareholders upon the Statutory Auditor’s election and with the Statutory Auditor upon acceptance of the assignment.

The current members of the Board of Statutory Auditors, confirmed on April 28, 2020, are: Serenella Rossi (Chairman), Lorenzo Pozza, and Gabriele Villa. They will expire with the Shareholders' Meeting approving the 2022 Financial Statements. All elected Statutory Auditors are listed in the Register of Independent Auditors and meet the requirements of current laws and the Bylaws, as well as the Code’s independence requirements for Directors, applied, with the requisite adjustments to the Statutory Auditors. The Board of Statutory

Auditors informed the Board of Directors that it verified that these requirements were still being met after its election and subsequently, on the occasion of the meeting during which it reviewed the Company’s corporate governance system.