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

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 seven stock market trading day before to the date set for the Shareholders’ Meeting on first call, and therefore, at the end of Tuesday, March 30 2021 (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 (Computershare S.p.A.), as specified below.

Those who are only holders of the right to vote after the Record Date are not entitled to take part and vote at the Shareholders’ Meeting, while any transfer of shares after the Record Date has no effect for the legitimate entitlement to attend and vote.

The legitimate entitlement to attend and vote is certified by a communication sent by the intermediary, in favour of the person holding the voting right, in compliance with his accounting records which prove that the shares were deposited in the party’s account at the end of the date indicated above. The communication must be sent in compliance with the applicable legislation, by the start of the proceedings of the Shareholders’ Meeting on single call and without prejudice to the principle according to which participation and voting at the Shareholders’ Meeting can take place exclusively through conferral of the appropriate proxy and/or proxy/sub-proxy to the appointed representative (Computershare S.p.A.).

 

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

In order to reduce the risks stemming from the COVID-19 health emergency, attendance at the Shareholders’ Meeting 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”) (hereinafter the “Appointed Representative”), as permitted by Article 3, paragraph 6, of Decree Law no. 183 of December 31, 2020, converted into Law no. 21 of February 26, 2021 which extended the provision set forth in Article 106, paragraph 4, of Decree Law no. 18 of March 17, 2020, converted into Law no. 27 of April 24, 2020. For this Shareholders’ Meeting, the Company identified Computershare S.p.A.as the Appointed Representative.

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 of the TUF (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-proxy 135-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 by sent to the Appointed Representative, accompanied by the voting instructions reserved to him, through one of the following alternative methods:

The transmission of the Proxy Form 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.

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 Proxy 135-undecies, with the associated voting instructions, must be received by the Appointed Representative by the end of the second stock market trading day before the Shareholders’ Meeting (and therefore by Thursday, April 8, 2021 for the first calling, or Friday, April 9, 2021 for the second calling and Monday, April 12 , 2021 for the third calling). The Proxy 135-undecies and voting instructions to the Appointed Representative can be revoked by means of a written declaration, issued with the same methods, by the same deadline as above.

The Proxy/Sub-proxy135-novies with the associated voting instructions, must be received no later than Friday, April 9, 2021 at 12:00 p.m. for the first calling, or by Monday, April 12, 2021 at 12:00 p.m. for the second calling or by Tuesday, April 13, 2021 at 12:00 p.m. for the third calling, without prejudice to the fact that Computershare S.p.A. may accept the Proxies/Sub-proxies 135-novies and/or voting instructions including even after the above-mentioned term and before the opening of Shareholders’ Meeting proceedings. The Proxy/Sub-proxy135-novies and the associated voting instructions can be revoked by means of a written statement provided with the same methods by the opening of 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, the company Computershare Spa, as Appointed Representative, cannot be authorised to express a vote inconsistent with that indicated in the instructions received.

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

The Shareholders’ Meeting shall only be held through telecommunication methods, and the instructions relating to the methods of participation shall be communicated by the Company, through the Common Representative of the savings shareholders, individual basis to those legitimately entitled to attend.

The Appointed Representative will be available for clarifications and information by calling the Help Desk Number +39 02 46776826/11 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.