ERG S p A : Minutes of Shareholders' Meeting of 26 April 2022 (Italian version)

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File number 34610

Folder number 16129

MINUTES OF SHAREHOLDERS' MEETING

ITALIAN REPUBLIC

On the 16th (sixteenth) of May 2022 (twenty twenty-two). In Genoa, at Via Roma number eleven, suite three.

I, PAOLO TORRENTE, Notary Public in Genoa, enrolled in the Register of the United Notarial Districts of Genoa and Chiavari, drew up, pursuant to and for the purposes of Article 2375 of the Italian Civil Code, also referring to Article 106 of Italian Decree Law no. 18 of 17 March 2020, converted into Italian Law no. 27 of 24 April 2020 as amended, and principle no. 187 dated 11 March 2020 of the Milan Notarial Board - Companies Commission, the minutes of the ordinary and extraordinary shareholders' meeting of the listed limited company

"ERG S.P.A."

with registered office at Via De Marini 1, Genoa (GE), share capital of EUR 15,032,000.00 fully paid-in, divided into 150,320,000 ordinary shares, each with a par value of EUR 0.10, tax code and Genoa Companies Register number 94040720107, at the request of the Chairman of the Board of Directors Mr EDOARDO GARRONE, born in Genoa (GE) on 30 (thirtieth) December 1961 (nineteen sixty-one), domiciled for the purposes of his office at Via De Marini 1, Genoa (GE), who having taken the chair of the shareholders' meeting pursuant to Article 14 of the Articles of Incorporation, designated me as secretary to draw up the minutes of the shareholders'

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meeting held by audio-videoconference on the Microsoft Teams platform, in my constant presence, on the 26th (twenty-sixth) of April 2022 (twenty twenty-two).

I as Notary Public drew up these minutes within the time required for the timely execution of the filing and publishing obligations pursuant to Article 2375 of the Italian Civil Code.

I, the Notary Public, complied with the request and recorded the following, specifying that for convenience only the present tense shall be used in the minutes, even though they refer to events that have already occurred.

* * * * * * * *

I, the Notary Public, am present at Via De Marini 1, Genoa, on the twenty- second floor, at 10.37 a.m. along with the parties specified below, while all the other meeting participants attend by means of audio-videoconference.

By the unanimous consent of the shareholders' meeting, the Chairman calls upon me, the Notary Public, to draw up the minutes of the meeting and asks me to record:

- that this shareholders' meeting is convened at Via De Marini 1, twenty- second floor, Genoa, on 26 April 2022 at 10.30 a.m. in first call and, if nec- essary, on 27 April 2022, at the same time and place, in second call, through a notice published on the Company's website (on 17 March 2022), and in an extract, in the nationally circulated newspaper "La Repubblica" and using the other procedures prescribed by the Issuers' Regulations;

- that in order to reduce to a minimum the risks linked to the ongoing

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COVID-19 health and epidemiological emergency, the Board of Directors decided to exercise the right introduced by Italian Decree Law no. 18 of 17 March 2020, regarding "Measures to strengthen the National Health Service and economic support for families, workers and enterprises connected to the COVID-19 emergency" (converted, with amendments, by Italian Law no. 27 of 24 April 2020, and as most recently amended by Article 3, paragraph 1 of Italian Decree Law no. 228 of 30 December 2021, converted, with amendments, by Italian Law no. 15 of 25 February 2022) and therefore to call the Shareholders' Meeting envisaging that:

1. the Shareholders may participate in the Shareholders' Meeting exclu- sively through the designated representative of the Company pursuant to Article 135-undecies of the Consolidated Finance Act, Computershare S.p.A. (the "Designated Representative");
2. the Company's administration and control bodies, as well as the Desig- nated Representative, may participate in the Meeting through telecommu- nication means that guarantee identification of the participants, their partici- pation and exercising of the voting right, without the Chairman and secre- tary needing to be in the same place;

• that the share capital of EUR 15,032,000.00 has been fully subscribed and paid-in and is divided into 150,320,000 ordinary shares, each with a par value of EUR 0.10;
• that "ERG S.p.A." owns 782,080 treasury shares;
• that Ms Elena Spagnol, as Chairman of the Board of Statutory Auditors,

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validates the statement regarding the share capital as provided above by the Chairman;

• that at present the meeting is attended, through videoconference link, by the Designated Representative, in the person of Silvia Monti (born in Turin on 10 April 1975), representing by proxy 127,039,855 ordinary shares equal to 84.512942% of the share capital with voting rights;
• that the following are physically present at the meeting:
• on behalf of the Board of Directors, in addition to the above-named Chairman, the Executive Deputy Chairman Alessandro Garrone, the Depu- ty Chairman Giovanni Mondini and CEO Paolo Luigi Merli;
• that the meeting is attended, through audio-videoconference link:
• on behalf of the Board of Directors, by Directors Luca Bettonte (starting at 10.48 a.m.), Emanuela Bonadiman, Mara Anna Rita Caverni, Marco Costaguta, Elena Grifoni Winters, Federica Lolli, Elisabetta Oliveri and Mar- io Paterlini;
• on behalf of the Board of Statutory Auditors, by the Chairman Elena Spagnol and the Standing Auditors Fabrizio Cavalli and Lelio Fornabaio (the latter starting at 10.45 a.m.);
• that the participants attending through audio-videoconference can follow the discussion and intervene in real time in the handling of the items ad- dressed;
• that the shareholders' meeting is legally constituted and quorate for re- solving on all the matters on the following agenda:

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Ordinary part

1. Financial Statements at 31 December 2021 and Report on Operations; inherent and consequent resolutions. Presentation of the Consolidated Fi- nancial Statements and of the Consolidated Non-Financial Statement at 31 December 2021
2. Allocation of profit for the year; inherent and consequent resolutions
3. Appointment of the Board of Statutory Auditors

1. Appointment of the members of the Board of Statutory Auditors and the Chairman
2. Determination of the remuneration payable to the Chairman and to the other members of the Board of Statutory Auditors
   4. Determination of the remuneration payable to the members of the Board of Directors for the financial year 2022
   5. Determination of the remuneration payable to the members of the Con- trol, Risk and Sustainability Committee for the financial year 2022
   6. Determination of the remuneration payable to the members of the Nomi- nations and Remuneration Committee for the financial year 2022
   7. Authorisation to purchase and dispose of treasury shares, upon annul- ment of the previous authorisation resolved by the Shareholders' Meeting on 26 April 2021
   8. Report on the remuneration policy and fees paid out pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998