Procedure for participation, for exercising votes by proxy and for the conferral of proxies to the Appointed Representative 2022

Legitimate entitlement to attend the Shareholders’ Meeting

Those who, based on the information of the intermediary, are holders of voting rights at the end of the accounting day of the second business day before the date set for the Shareholders’ Meeting on first call, and therefore, at the end of Tuesday, March 29, 2022 (Record Date), are entitled to take part in the Shareholders’ Meeting, and to exercise voting rights, exclusively on the basis of conferral of the appropriate proxy or proxy/sub-proxy to the appointed representative, as specified below.

Those who obtain voting rights subsequent to the Record Date shall not have the right to participate and to vote, while any disposal of shares subsequent to the Record Date will have no effects for the purposes of this entitlement.

Entitlement is attested to by a communication made by the intermediary, in favour of the party with voting rights, in accordance with its accounting entries proving the registration of the crediting of shares at the end of the date specified above. The communication must be received in compliance with applicable regulations, by the beginning of the Shareholders’ Meeting proceedings.

Partecipation and Voting by proxy via the Appointed Representative by Edison S.p.A.

As permitted by Article 3, paragraph 1, of Legislative Decree no. 228 of December 30, 2021, coverted in to Law, which has further extended the provision set out in Article 106, paragraph 4, of Legislative Decree no. 18 of March 17, 2020, converted in to Law no. 27 of April 24, 2020, persisting the COVID-19 health emergency, the Shareholders’ Meeting shall only be held through means of telecommunication and participation at the Shareholders’ Meeting and exercise of the voting right can only take place through the representative appointed by the Company pursuant to Article 135-undieces of Legislative Decree no. 58/1998 and subsequent amendments (“TUF”), identified in Computershare S.p.A. (hereinafter the “Appointed Representative” or “Computershare”).

The proxy to the Appointed Representative can be conferred:

• pursuant to Article 135-undecies of the TUF, directly by the person holding the voting right (the Proxy 135-undecies), by filling in and signing the specific form, prepared by said Appointed Representative, in agreement with the Company, called “Proxy Form 135-undecies”;
• or, in derogation of Article 135-undecies, paragraph 4 of the TUF, by the person holding the voting right or the person delegated by the latter pursuant to Article 135-novies (the Proxy/Sub-proxy 135-novies), by filling in and signing the specific form, prepared by said Appointed Representative, in agreement with the Company, called “Proxy/Sub-proxy Form 135-novies”

(hereinafter the Proxy 135-undecies and the Proxy/Sub-proxy135-novies, together, the “Proxy to the Appointed Representative” and the Proxy Form 135-undecies and the Proxy/Sub-proxy Form 135-novies, together, the “Proxy Form to the Appointed Representative”).

The conferral of the Proxy to the Appointed Representative does not involve expenses, with the exception of transmission or shipping expenses

The Proxy Forms to the Appointed Representative can be obtained:

The Proxy to the Appointed Representative can also be conferred via a digital document with electronic signature.

The Proxy Form to the Appointed Representative must be sent to the Appointed Representative, accompanied by the voting instructions or all or some of the items on the agenda, through one of the following alternative methods:

Together with the Proxy form to the Appointed Representative, the delegating person or the sub-delegating person must send a copy of a valid identity document and, if a legal entity, also evidence of his powers of representation (copy of chamber of commerce search, power of attorney or other appropriate deed).

The transmission of the Proxy to the Appointed Representative with methods and terms different than those mentioned above, as well as the only use of ordinary mail service, will not ensure to the delegating person or the sub-delegating person the correct submission of the Proxy to the Appointed Representative.

The Proxy 135-undecies, with the associated voting instructions and the related documents, must be received by the Appointed Representative by the end of the second stock market trading day before the Shareholders’ Meeting (and therefore by Tuesday March 29, 2022). The Proxy 135-undecies and voting instructions can be revoked by means of a written declaration, issued with the same methods, by the same deadline as above (by Tuesday March 29, 2022). The Proxy to the Appointed Representative of the Company will not be effective with regards to proposals for which voting instructions have not been conferred.

The Proxy/Sub-Proxy 135-novies with the associated voting instructions and the related documents, must by Wednesday March 30, 2022 at 12:00 p.m., without prejudice to the fact that Computershare may accept the Proxies/Sub-proxies 135-novies and/or instructions including after the above-mentioned term and until the opening of Shareholders’ Meeting proceedings. The Proxy/Sub-Proxy 135-novies and the associated voting instructions can be revoked by means of a written statement, provided with the same methods, within the opening of the Shareholders’ Meeting proceedings.

The Proxy to the Appointed Representative is not effective with regards to proposals for which voting instructions have not been conferred.

It should be noted that, in the event unknown circumstances are verified, or in the event of an amendment or addition to the proposals presented at the Shareholders’ Meeting, Computershare, as Appointed Representative, cannot be authorised to express a vote inconsistent with that indicated in the instructions received.

It should be noted that no provision is made for expressing a vote electronically or by correspondence.

The subjects entitled to participate (Chairman, directors, statutory auditors, secretary of the meeting, the Appointed Representative himself and the common representative of the saving shareholders) may exclusively attend by means of telecommunication that guarantee their identification, according to the instructions communicated to them individually by the Company, without it being in any case necessary for the Chairman and the secretary of the meeting to be in the same place.

The Appointed Representative will be available for clarifications and information by calling the Help Desk Number +39 02 46776829/11 which is active on weekdays, from Monday to Friday between 9:00 and 17:00, as well as at the e-mail address ufficiomi@computershare.it.