Energy S p A : Shareholders' Annual General Meeting 2024

NOTICE OF SHAREHOLDERS' ANNUAL GENERAL MEETING

The Shareholders of Energy S.p.A. ("Company") are called to the Annual Shareholders' Meeting to be held on 24 April 2024, at 12:00 p.m., at the Company's registered office in Sant'Angelo di Piove di Sacco (PD), Via Zona Industriale No. 10, and, if necessary, in second call on 29 April 2024, at the same place and time, to discuss the following

agenda

1. Review and approval of the financial statements as at 31 December 2023, supplemented by the management report, the report of the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions.
2. Allocation of the operating result. Related and consequent resolutions.

*°*°*°

Pursuant to Article 106 of Law Decree of 17 March 2020, No. 18, converted with amendments by Law of 24 April 2020, No. 27, whose effectiveness was last extended by Article 11, paragraph 2, Law of 5 March 2024, No. 21, the Company has decided to avail itself of the faculty established therein, providing that attendance at the Shareholders' Meeting by those entitled to vote may take place exclusively by granting proxy to the representative designated by the Company pursuant to Article. 135-undeciesof Legislative Decree no. 58 of

24 February 1998, ("TUF") - Monte Titoli S.p.A, with registered office in Milan, ("Designated Representative" or "Monte Titoli") - in the manner specified below, being therefore precluded the physical participation of individual shareholders. The Appointed Representative may also be granted proxies or sub-delegations pursuant to Article 135-noviesof the Consolidated Law on Finance, as an exception to Article 135-undecies, paragraph 4, of the Consolidated Law on Finance, in accordance with the procedures specified below.

Information on share capital

The subscribed and paid-up share capital is Euro 614,919.26 and is represented by 61,491,926 shares, with no indication of par value, of which 53,907,926 are ordinary shares and 7,584,000 are special price adjustment shares. Each ordinary share gives the right to one vote. As of today's date, the Company does not hold any treasury shares.

Participation in the Assembly

Pursuant to Article 13 of the Articles of Association and Article. 83-sexies of the TUF, the legitimacy to participate in the Shareholders' Meeting and to exercise the right to vote - exclusively through the Appointed Representative - is certified by a communication to the Company, made by the intermediary in accordance with its accounting records, in favour of the person entitled to vote, based on the evidence relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting (record date - 15 April 2024); credit and debit entries made to the accounts after this deadline are not relevant for the purpose of entitlement to exercise voting rights at the Shareholders' Meeting.

The notice must reach the Company by the end of the third trading day prior to the date of the Shareholders' Meeting, i.e. by 19 April 2024. Entitlement to attend and vote shall remain unaffected if the notice is received by the Company after the aforementioned deadline, provided that it is received by the start of the Shareholders' Meeting proceedings of the individual convocation.

The Directors, the Statutory Auditors, the Appointed Representative, the secretary of the meeting and the representatives of the auditing firm as well as the other persons entitled pursuant to the law, other than those who have the right to vote, may also participate in the Shareholders' Meeting by means of telecommunication means that also guarantee their identification. The instructions for participating in the Shareholders' Meeting by means of telecommunication shall be made known by the Company to the persons concerned, in compliance with the applicable regulatory provisions for this eventuality.

Exercise of proxy voting

Proxies may be conferred, at no cost to the delegating party (except for any postage costs), with voting instructions on all or some of the proposals on the agenda.

The proxy must be given by means of the specific proxy form available, with the relevant instructions for filling in and transmitting, at the Company's registered office and on the Company's website.

The proxy with the voting instructions must be received, together with a copy of an identity document of the Proxy Grantee with current validity or, if the Proxy Grantee is a legal person, of the pro tempore legal representative or other person with appropriate powers, together with suitable documentation attesting to the latter's qualification and powers, by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by 11:00 p.m.59 of 22 April 2024, if on first call, or by 24 April 2024, if on second call), in the following alternative ways: (i) transmission of an electronically reproduced copy (PDF) to the certified email address [e-mail] (subject line "ENERGY 2024 Shareholders' Meeting Proxy") from your certified email inbox (or, failing that, from your ordinary email inbox, in which case the proxy with the voting instructions must be signed with a qualified or digital electronic signature); (ii) transmission of the original, by courier or registered mail with return receipt, to the c.a. Register Services area, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy Meeting ENERGY 2024") in advance by sending an electronically reproduced copy (PDF) by ordinary mail to the following e-mail address: [e-mail] (subject line "Proxy Meeting ENERGY 2024").

The proxy and voting instructions are revocable by the end of the second trading day preceding the date set for the Shareholders' Meeting (i.e. by 11.59 p.m. on 22 April 2024, if on first call, or by 24 April 2024, if on second call) in the manner indicated above.

As allowed by the Decree, by way of derogation from Article 135-undecies, paragraph 4 of the Consolidated Law on Finance, those who do not intend to avail themselves of the intervention method envisaged by Article 135-undeciesof the Consolidated Law on Finance, may alternatively intervene by conferring on the Appointed Representative a proxy or sub-delegation pursuant to Article 135-noviesof the Consolidated Law on Finance, containing voting instructions on all or some of the proposals on the agenda, by using the proxy/sub-delegation form, available on the Company's website.

For the transmission of proxies/sub-proxies, the procedures indicated in the proxy form shall be followed. The proxy must be received by 6 p.m. on the day prior to the meeting and, in any case, before the start of the meeting proceedings.

For any clarifications concerning the granting of proxy (and in particular concerning the filling in of the proxy form and the Voting Instructions and their transmission), persons entitled to participate in the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail at [e-mail] or at the number (+39) 02.33635810 on open office days, from 9:00 a.m. to 5:00 p.m.

Right to ask questions

Persons entitled to participate in the Shareholders' Meeting may, pursuant to Article 12.6 of the Articles of Association, submit questions on the items on the Agenda, prior to the Shareholders' Meeting, by 13 April 2024 at 12.00 noon, by sending them by registered letter with return receipt to the Company's registered office or by e-mail to [e-mail]. The Company, having verified the relevance to the items on the agenda of the Shareholders' Meeting and the legitimacy of the requester, will provide an answer by 22 April 2024 12.00 noon by means of publication in a special section of the Company's website (www.energysynt.com, section "Governance/Shareholders' Meeting"), in order to enable those entitled to vote to express themselves in an informed manner on the items on the agenda.

The submission of the aforesaid applications must be accompanied by the relevant communication, issued by the intermediary authorised pursuant to the regulations in force, certifying the entitlement to exercise the right.

Submission of resolution proposals

In consideration of the circumstance that participation in this Shareholders' Meeting is allowed exclusively through the Designated Representative, shareholders who intend to submit proposals on the items on the agenda are invited to send them by 13 April 2024 at 12.00 noon (i) by registered letter with return receipt to the Company's registered office, (ii) by e-mail to the certified e-mail address [e-mail], together with a copy of their identity document and the documentation proving their entitlement to exercise their right in accordance with the law.

It is recommended that proposals be formulated in a clear and comprehensive manner, preferably accompanied by a report stating the reasons for the proposal.

After verifying the relevance of the proposals with respect to the agenda, as well as their completeness and compliance with the applicable regulations, the Company shall disclose all proposals (and any accompanying illustrative reports) received by the aforementioned deadline, by means of publication on the Company's website by 16 April 2024 at 12 noon.

Integration of the agenda

Pursuant to Art. 12.5 of the Articles of Association, shareholders representing at least 10% of the share capital with voting rights at the Ordinary Shareholders' Meeting may request, at the latest within 5 (five) days of the publication of this notice, the integration of the items to be discussed, indicating in the request the additional items proposed. The notice supplementing the agenda shall be published in at least one of the newspapers indicated in the Articles of Association, at the latest by the 7th (seventh) day prior to the date set for the Shareholders' Meeting.

Requests for additions to the agenda must be accompanied by an illustrative report that must be filed at the company's registered office and delivered to the administrative body by the deadline for submitting the request. Additions to the list of items to be discussed are not permitted for items on which the shareholders' meeting resolves, pursuant to law, on the proposal of the directors or on the basis of a draft or a report prepared by them.

Documentation

The documents relating to the items on the agenda of the Shareholders' Meeting will be available to the public at the Company's registered office and on the Company's website (www.energysynt.com) in the Governance/Shareholders' Meeting Section), in accordance with the law.

This notice is published, in excerpts, in the daily newspaper Il Sole 24 ore. Rovereto, 8 April 2024

For the Board of Directors

The President

Alessandro Granuzzo