ESSENTIAL INFORMATION (THE "ESSENTIAL INFORMATION") PURSUANT TO ARTICLE 122 OF LEGISLATIVE DECREE DATED FEBRUARY 24, 1998 NO. 58 (THE "CFA") AND ARTICLES 130 AND 131 OF THE REGULATION ADOPTED WITH CONSOB RESOLUTION NO. 11971 ON MAY 14, 1999 (THE "ISSUERS'' REGULATIONS")

The following Essential Information represent an update, pursuant to and for the purposes of Article 131 of the Issuers' Regulations, of the essential information published on April 12, 2024. Hereinafter, the parts integrating or reformulating the essential information published on April 12, 2024 are indicated in underlined bold.

Background

On June 16, 2022, San Quirico S.p.A. ("San Quirico" or "SQ"), a company whose share capital is entirely owned by Unione Fiduciaria S.p.A. on behalf of the members of the Garrone family and the Mondini family, and its subsidiary Polcevera S.r.l. ("Polcevera"), on one side, and Net Zero Infraco S.à r.l., ("HoldCo", or "Net Zero Infraco"), a company controlled by the investment fund IFM Net Zero Infrastructure Fund, SCSp, managed by IFM Investor Pty Ltd (the "IFM Fund"), on the other side, entered into an investment agreement (the "Investment Agreement") setting forth the terms and conditions of a transaction aimed at establishing a long-term partnership between SQ and the IFM Fund concerning ERG S.p.A. ("ERG" or the "Target") (the "Transaction"). The Investment Agreement included certain provisions of a shareholders' nature relevant pursuant to Article 122, paragraph 5, letters b) and c) of the CFA (the "Shareholders' Provisions").

In this respect, please note that, on September 15, 2022 (the "Closing Date"), pursuant to the provisions of the Investment Agreement - as previously supplemented by the Designation Notice, as defined below and last modified on September 8, 2022 - the Transaction has been completed and, in particular:

  1. the sale to NZF Bidco Luxembourg 2 S.à r.l. ("NZF BidCo" or the "Investor") - a corporate vehicle indirectly controlled by HoldCo which, upon designation by HoldCo, made in accordance with the provisions of the Investment Agreement by sending specific designation notice (the "Designation Notice"), as from July 29, 2022, in accordance to the Designation Notice, had acquired all the rights and assumed, all the obligations granted to HoldCo under the Investment Agreement - of a stake in the share capital of ERG: (a) equal to 6.905%, by Polcevera (respectively, the "PLC Stake" and the "PLC Disposal") and (b) equal to 10.852%, by SQ (respectively, the "First SQ Stake" and the "First SQ Disposal") has been completed;
  2. the contribution in kind, in favour of SQ Renewables S.p.A., a holding company incorporated by NZF BidCo and SQ on August 1, 2022 ("SQR"), of: (a) the PLC Stake and the First SQ Stake, by NZF BidCo and (b) a stake in the share capital of ERG equal to 40.68%, by SQ (the "Initial SQ Stake") (the "First Contribution") hasbeen completed, pursuant to a deed of contribution entered into by and between SQR (as transferee company), on one side, and NZF Bidco and SQ (as transferring companies) on the other side (the "First Contribution Deed");
  3. the sale, by (i) SQ to NZF BidCo, of the remaining 4.128% stake in the share capital of ERG (respectively, the "Second SQ Stake" and the "Second SQ Disposal") and (ii) the subsequent contribution in kind of the Second SQ Stake acquired by NZF BidCo into SQR (the "Second Contribution") have been completed, pursuant to a deed of contribution entered into by and between SQR (as transferee company), on one side, and NZF Bidco (as transferring company) on the other side (the "Second Contribution Deed"); and
  4. the shareholders' agreement (the "Shareholders' Agreement"), regulating the relationship between SQ and NZF BidCo as shareholders of SQR has been entered into by: (i) SQ, (ii) NZF Bidco, (iii) NZF Topco Luxembourg 2 S.à r.l. ("Investor ParentCo" or "ParentCo"), a company established under the laws of the Grand Duchy of Luxembourg (indirectly controlled by HoldCo and, in turn, indirectly controlling NZF Bidco), having its registered offices in Boulevard d'Avranches no. 32-36,L-1160, Luxembourg, Grand Duchy of Luxembourg, and (iv) SQR (it being understood that Investor ParentCo

and SQR entered intothe Shareholders' Agreement for the sole purposes of certain provisions thereof and, in particular, the Investor ParentCo for the purposes of the provisions relating to the put option right granted to SQ, pursuant to Article 1331 of the Italian Civil Code, towards the Investor ParentCo, in one or two tranches, of part of its interest in SQR (the "Put Option"), and other provisions related thereto), has become effective as from the Closing Date. In particular, the Shareholders' Agreement sets forth certain rules regulating, inter alia, the corporate governance of SQR and ERG as well as (i) the transferability regime of the shares which are owned (a) with regard to SQR, by SQ and the Investor and (b) with regard to ERG, by SQR.

  1. the Shareholders' Provisions of the Investment Agreement have been fulfilled and have thus ceased to be effective.

On April 9, 2024, the closing of the Put Option, which was exercised, pursuant to the provisions contained in the Shareholders' Agreement, by SQ towards the Investor ParentCo - which, in turn, subsequently designated the Investor to perform the purchase - took place, whereby SQ sold no. 1,400,000 Class A Shares (as defined below) to the Investor (the "Put Option Closing"), all as governed by a separate sale and purchase agreement (the "SPA"). As a result of the Put Option Closing, the no. 1,400,000 Class A Shares were converted, according to SQR's by-laws, into an equal number of Class B Shares (as defined below).

The SPA providedfor the undertaking of the parties to perform the following activities within 45 business days: (i) to execute the revised Shareholders' Agreement, in accordance with the form attached to the SPA, in order to adjust its contents as a result of the Put Option Closing (the "Revised Shareholders' Agreement"),

  1. to convene the extraordinary shareholders' meeting of SQR to approve the amendments to SQR's by-laws resulting from the Put Option Closing and aimed at adapting the same by-laws to the Revised Shareholders' Agreement, and (iii) to cause the execution of a separate agreement whereby SQ, the Investor, SQR and the Investor ParentCo acknowledge that the Investor ParentCo will no longer be a party to the Revised Shareholders' Agreement since the provisions containing rights and/or obligations related to the Investor ParentCo have ceased to apply (collectively, the "SPA Commitments"). The SPA Commitments contained certain provisions that fell within the scope of Article 122 paragraphs 1 and 5 letters b) and c) of the CFA.

On June 17, 2024, (i) the SPA Commitments were fulfilled, ceasing to be effective and (ii) the Revised Shareholders' Agreement was signed, containing certain provisions that fall within the scope of Article 122 paragraphs 1 and 5 letters b) and c) of the CFA.

In light of the above, the direct and indirect shareholding previously held by SQ in the share capital of ERG (equal to about 62.533%) is currently held by SQR, whose shareholder base, following the exercise of the Put Option, comprises a 51% shareholding held by SQ and a 49% shareholding held by the Investor.

Therefore, also following the Closing of the Put Option, SQ remainedthe sole controlling entity of SQR and, in turn, of ERG for the purposes of, inter alia, (x) applicable mandatory tender offer rules and (y) "IFRS 10 - Consolidated Financial Statement".

Pursuant to the RevisedShareholders' Agreement, the Investor has been granted with certain minority rights aimed at protecting its investment in SQR, without affecting said ability of SQ to exercise sole control on SQR (and, indirectly, on ERG) from a legal and accounting perspective.

1. Type of Revised Shareholders' Agreement

The RevisedShareholders' Agreement contains certain provisions falling within the scope of Article 122, paragraphs 1 and 5, letters b) and c) of the CFA, which are disclosed in this Essential Information.

2. Company whose financial instruments are subject to the Revised Shareholders' Agreement The companies whose financial instruments are subject to the RevisedShareholders' Agreementare:

  1. ERG S.p.A., a company incorporated under the laws of Italy, having its registered office in Genova, Via De Marini no. 1, registered with the Companies' Register of Genova under no. 94040720107, share capital equal to Euro 15,032,000, divided into no. 150,320,000 ordinary shares listed on the "Euronext Milan" regulated market organized and managed by Borsa Italiana S.p.A.;
  2. San Quirico S.p.A., a company incorporated under the laws of Italy, having its registered office in Genova, Via Martin Piaggio no. 17/4, registered with the Companies' Register of Genova under no. 04469810966, share capital equal to Euro 175,011,600; and
  3. SQ Renewables S.p.A., a company incorporated under the laws of Italy having its registered office in Genova, Via Martin Piaggio no. 17/4, registered with the Companies' Register of Genova under no. 02831170994, whose share capital, following the exercise of the Put Option, is owned as follows: (i) no. 5,100,000 special class shares named "class A shares", with no par value, representing 51% of the share capital of SQR and entitling to an equal number of voting rights, held by SQ (the "Class A Shares") and (ii) no. 4,900,000 special class shares named "class B shares", with no par value, representing 49% of the share capital of SQR and entitling to an equal number of voting rights, held by the Investor (the "Class B Shares"). For the sake of clarity, following the completion of the Transaction, SQR holds no. 94,000,000 shares in the share capital of ERG, corresponding to an aggregate 62.533% stake (the "SQR Stake in ERG").
  1. Voting rights related to the total number of shares granted The RevisedShareholders' Agreement contains undertakings concerning:
  1. all of ERG's shares currently held by SQR, equal to no. 94,000,000 shares corresponding, in aggregate, to 62.533% of the current share capital of ERG - in respect of which, as a consequence of the completion of the Transaction, the Increased Voting Rights previously accrued have ceased1 - which, as of the Date of this Essential Information, carry an equal number of voting rights and are deposited with Monte Titoli S.p.A.. Followingthe completion of the closing, SQR filed a request for registration in the Special List established by ERG for the purposes of the Increased Voting Rights;
  2. all of SQ's shares held by the relevant shareholders; and
  3. all the shares of SQR are held by SQ and the Investor (i.e., the Class A Shares and the Class B Shares).
  1. Parties to the Revised Shareholders' Agreement

The Parties to the RevisedShareholders' Agreement are:

  1. San Quirico S.p.A., with registered office in Via Martin Piaggio no. 17/4, Genova, registered with the Companies' Register of Genova under no. 04469810966, share capital equal to Euro 175,011,600, which holdsthe Class A Shares; and
  2. NZF Bidco Luxembourg 2 S.à r.l., a company incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office in Boulevard d'Avranches no. 32-36,L-1160, Luxembourg, Grand Duchy of Luxembourg, corporate capital equal to 12,000.00, which holdsthe Class B Shares; and, in respect of certain specific provisions of the RevisedShareholders' Agreement only

1 For the purposes of this Essential Information:

  1. "Increased Voting Rights" means the right disciplined by Article 127-quinquies, paragraph 2, of the CFA, provided for under ERG's by-laws, that allows shareholders registered with a special list, following an uninterrupted 24-month holding period, to benefit from two voting rights per ERG share registered therein.
  2. "Special List" means the special list where the shareholders of ERG register their relevant shares in order to gain, following an uninterrupted 24-month holding period, the increased voting right disciplined by Article 127- quinquies, paragraph 2, of the CFA and by the ERG's by-laws, that allows such shareholders to benefit from two voting rights per share registered;
  1. SQ Renewables S.p.A., with registered office in Via Martin Piaggio no. 17/4, Genova, registered with the Companies' Register of Genova under no. 02831170994 which holdsno. 94,000,000 ERG shares, corresponding to an aggregate 62.533% stake.

5. Agreements having a shareholder nature contained in the Revised Shareholders' Agreement

5.1 Key Governance Principles

San Quirico and Investor (for the purposes of the RevisedShareholders' Agreement, jointly, the "Parties") mutually agree on their common purpose and firm intention that ERG: (i) continues to be listed on the Euronext Milan market managed and organised by Borsa Italiana S.p.A. ("Euronext Milan"); (ii) continues to be controlled, also under an IFRS 10 - Consolidated financial statements point of view, solely by San Quirico,

  1. maintains an efficient corporate governance pattern, in compliance with, and leveraging on, the best practices and standards of governance applicable to domestic and foreign public listed companies of comparable size, (iv) remains subject to a limited and selected direction and coordination activity exercised by SQR in accordance with the regulation concerning the exercise by SQR of the selective direction and coordination activity over ERG (named "Selective D&C Regulation"), approved by the board of directors of SQR on the Closing Date, in relation to limited matters (the "D&C Regulation").

The Parties also acknowledge and agree that nothing provided in the RevisedShareholders' Agreement shall be intended or construed as conferring upon SQR and/or either of the Parties any right to interfere with the ordinary management of ERG.

Notwithstanding anything to the contrary in the RevisedShareholders' Agreement, the Parties also agree, inter alia, that (i) ERG and its subsidiaries (the "ERG Group") shall be managed by a highly specialised management team which shall be well received by the institutional investors, leveraging on the professionalism at the various organizational level of the internal resources of the ERG Group and (ii) share the view that the key performance indicators for the compensation of the ERG top management and executive directors should include growth and sustainability objectives in line with the relevant best practices, as applied from time to time.

Each Party shall, inter alia, (i) exercise its voting and other rights as shareholder of SQR in order (insofar as it is able to do so through the exercise of such rights) to give full effect to the provisions of the RevisedShareholders' Agreement and (ii) procure, to the maximum extent permitted under applicable laws, that any director appointed from time to time in SQR and/or ERG upon designation of the respective Party pursuant to the RevisedShareholders' Agreement shall exercise his/her voting rights, as well as any other power and authority granted to him/her/them, in order to give full effect to the provisions of the RevisedShareholders' Agreement, it being understood that: (a) each director of SQR and/or ERG shall maintain her/his independence and her/his fiduciary duties under applicable law and, notwithstanding any provisions in the RevisedShareholders' Agreement to the contrary, he/she shall not in any way be liable towards the Parties for having voted inconsistently with the Parties' indications and recommendations; and (b) each Party shall remain liable towards the other Party, pursuant to the provisions of Article 1381 of the Civil Code, in case any director appointed from time to time in SQR and/or ERG, upon their respective designation, exercises his/her voting rights and other powers and authorities contrarily to the provisions of the RevisedShareholders' Agreement.

It is agreed and understood that: (i) the Parties and/or any of the entities respectively falling within the definition of "Affiliate" under the RevisedShareholders' Agreement (hereinafter, the "Affiliates" and each one, individually, an "Affiliate") (including the IFM Fund but other than (x) ERG, (y) the IFM Fund's investors or managed accounts, and (z) other funds managed and/or advised by the IFM Fund or its Affiliates (and such other funds' investors or managed accounts)) shall not directly purchase or come to hold any ERG share and/or voting rights in relation thereto (the "Stapled Securities") by more than 2.5% of the outstanding shares of ERG from time to time (the "Stapled Securities Threshold"); and (ii) if any of the Parties and/or their Affiliates (including the Fund but other than (x) ERG, (y) the Fund's investors or managed accounts, and

  1. other funds managed and/or advised by IFM or its Affiliates (and such other funds' investors or managed accounts)) directly purchases or comes to hold Stapled Securities within the Stapled Securities Threshold, then
  1. the voting rights attached to the Stapled Securities shall be exercised in accordance with the provisions of the RevisedShareholders' Agreement and (b) the Stapled Securities shall be treated as if they were part of the SQR Stake in ERG.

5.2 By-Laws of SQR

The Parties acknowledge and agree that the corporate purpose of SQR - as described in the By-Laws of SQR entered into force on the Closing Date - is limited to the holding, the management and the purchase and/or disposal (in compliance with the provisions set out under the RevisedShareholders' Agreement) of the ERG shares held by it from time to time.

It is noted that, pursuant to the SPA Commitments, on June 17, 2024, the extraordinary meeting of SQR approved the amendments to the By-Laws of SQR reflecting the provisions of the Revised Shareholders' Agreement.

5.3 Board of Directors and Officers of SQR

For the entire duration of the RevisedShareholders' Agreement, the board of directors of SQR (the "SQR Board of Directors") shall be composed of 7 members to be designated as follows:

  1. 4 directors by San Quirico (the "SQ SQR Directors"); and
  2. 3 directors by the Investor (the "Investor SQR Directors"), that shall not be granted with executive powers (except for the chief financial officer, when to be appointed among the Investor SQR Directors, as better detailed below).

The members of the SQR Board of Directors will be appointed for three financial years, and they may be reappointed upon expiration of their office.

The Parties agree that, inter alia, the director(s) which intend(s) to call the SQR Board of Directors shall consult with the chief executive officer and the chief financial officer on the date and time of such meeting, so to allow, to the extent reasonably possible, the participation of directors designated by both SQ and the Investor.

The chairman of the SQR Board of Directors shall be appointed by the SQR Board of Directors, upon designation of SQ, among the SQ SQR Directors. The chairman shall have no casting vote.

The chief executive officer of SQR shall be appointed by the SQR Board of Directors, upon designation of SQ, among the SQ SQR Directors. SQR Shareholders shall procure - to the extent permitted under applicable laws and each within its own competence - that the SQ SQR Directors and the Investor SQR Directors respectively designated by them vote in favor of the appointment of, and/or however retain, the chief executive officer of SQR so selected by SQ. Upon such appointment, the SQR Board of Directors shall grant the chief executive officer of SQR with the appropriate delegated powers.

The chief financial officer of SQR shall be appointed by the SQR Board of Directors, upon designation of the Investor, among the Investor SQR Directors. SQR Shareholders shall procure - to the extent permitted under applicable laws and each within its own competence - that the SQ SQR Directors and the Investor SQR Directors respectively designated by them vote in favor of the appointment of, and/or however retain, the chief financial officer of SQR so appointed by the Investor. Upon such appointment, the SQR Board of Directors shall grant the chief financial officer of SQR with the appropriate delegated powers. It is however understood that, at any time, the Investor shall have the right to designate, at its sole discretion, a new chief financial officer of SQR, which is not a member of the SQR Board of Directors (the "New CFO"), by appointing an external candidate to be selected in accordance with the criteria set forth in the RevisedShareholders' Agreement and the identity of which shall be disclosed - in writing and in advance - by the Investor to SQ. In such a case, SQR shall hire the New CFO, which shall therefore become an employee thereof.

The above provisions (as better detailed in the RevisedShareholders' Agreement) shall apply to the extent the Investor holds an aggregate stake (also taking into account the stake held by any Permitted Transferee, as

defined below) in SQR in excess of or equal to the 25% of SQR share capital (the "First Governance Threshold"). Should its aggregate stake (also taking into account the stake held by any Permitted Transferee, as defined below) be comprised between 16% of SQR share capital (the "Second Governance Threshold") and the First Governance Threshold (less one share), then 6 SQ SQR Directors will be designated by San Quirico and 1 Investor SQR Director will be designated by the Investor. In case the Investor's stake in SQR falls below the Second Governance Threshold, then all Investor SQR Directors of SQR will be designated by San Quirico.

In case of reduction of the Investor's stake below the First Governance Threshold or the Second Governance Threshold, as the case may be, the Investor shall procure the immediate resignation(s) of the Investor SQR Director(s) designated by it and, pursuant to Article 2386, paragraph 1, of the Civil Code, the SQR Board of Directors will appoint new director(s), so as to give full effect to the above provisions.

Should a director designated and appointed in accordance with the above provisions resign or, otherwise, cease for any reason whatsoever to hold his/her office, then, the Party which designated the ceased director shall be entitled to designate the new director in order to preserve the composition of the SQR Board of Directors set out above.

Any director or officer designated in accordance with the provisions set forth under the RevisedShareholders' Agreement can be removed (with or without cause), from time to time, and at any time, by SQR's shareholders' meeting or SQR Board of Directors meeting (as the case may be), upon request of the Party which designated him/her. The requesting Party shall indemnify SQR and/or the other Party against any claims or actions which the removed director or officer may, respectively, advance or bring in connection with such removal.

5.4 Board of Statutory Auditors of SQR

For the entire duration of the RevisedShareholders' Agreement, the board of statutory auditors of SQR (the "SQR Board of Statutory Auditors") shall be composed as follows:

  1. 2 standing members and 1 alternate member shall be designated by San Quirico; and
  2. 1 standing member, who will act as chairman of the Board of Statutory Auditors, and 1 alternate member shall be designated by the Investor.

In case of reduction of the Investor's stake below the First Governance Threshold, the Investor will lose the right to appoint any auditor and shall use its best efforts to procure their resignation and replacement with auditors designated by San Quirico.

Should any standing and/or alternate auditor designated in accordance with the provisions set forth under the RevisedShareholders' Agreement resign or, otherwise, cease for any reason whatsoever to hold his/her office prior to the expiry of the terms thereof, the Party which designated the ceased auditor shall designate the new auditor in order to preserve the composition of the board of statutory auditors set out above.

5.5 Resolutions of the Shareholders' Meeting of SQR

The decisions of the shareholders' meeting of SQR on the following matters shall only be validly taken by the shareholders' meeting of SQR (whether on first call, second call or in plenary form, to the extent permitted by applicable law) with the presence and favorable vote of the Investor (the "SQR Shareholders' Vetoed Matters"):

  1. changes to the corporate purpose ("oggetto sociale");
  2. merger, demerger, liquidation, reorganization (trasformazione), bankruptcy or similar proceedings (except as required by law);
  3. acquisition by SQR of treasury shares, except if the acquisition of treasury shares of SQR is carried out in the event SQ intends to sell to SQR part of its shares in SQR following the completion of the disposal of ERG Shares pursuant to the following Paragraph 5.18 of this Essential Information (the "ERG Disposable Stake");
  1. issuance of any shares or securities (including bonds) convertible in ERG shares and/or SQR shares;
  2. variation in the share capital or amendment of voting rights attached to SQR shares, except for (i) the cases under Articles 2446 or 2447 of the Civil Code;
  3. any change to the Agreed Dividend Policy (as defined below) and/or distributions of dividends and/or reserves different from what is included in the Agreed Dividend Policy (as defined below);
  4. appointment or change of the external auditors; and
  5. amendments to SQR By-Laws that would (x) materially impair the exercise of the minority protection rights of Investor under the RevisedShareholders' Agreement or (y) trigger the shareholders' withdrawal right according to applicable laws.

The above provisions (as better specified in the RevisedShareholders' Agreement) shall apply to the extent the Investor holds a stake in SQR in excess of or equal to the First Governance Threshold. Should its stake be comprised between the Second Governance Threshold and the First Governance Threshold (less one share), then the above provisions shall immediately cease to apply and the SQR Shareholders' Vetoed Matters shall be intended to include exclusively (i) capital increases of SQR without pre-emption right (aumenti di capitale riservati), (ii) changes to the corporate purposes (oggetto sociale), (iii) amendments to SQR By-Laws that would (x) materially impair the exercise of the minority protection rights of Investor as provided under the RevisedShareholders' Agreement pursuant thereto (limited to those minority protection rights of Investor that remain unaffected in case its stake is comprised between the Second Governance Threshold and the First Governance Threshold (less one share)), or (y) trigger the shareholders' withdrawal right according to applicable law (including the transfer of the registered office of SQR abroad).

Under no circumstances, even in the case referred to under letter (c) above, the Investor shall come to hold a stake in SQR in excess of 49% (forty-nine percent) of SQR's share capital.

5.6 Resolutions of the Board of Directors of SQR

Any resolution concerning the exercise of the voting rights and/or other rights attached to the SQR Stake in ERG shall be reserved to the competence of the SQR Board of Directors and shall not be delegated to any member of the SQR Board of Directors.

Decisions of the SQR Board of Directors relating to the following matters shall (i) not be delegated to any members of the SQR Board of Directors and (ii) shall require the presence and the favorable vote of at least 2(two) Investor SQR Directorsand 1 (one) SQ SQR Director (provided that if only 1 Investor SQR Director attends such meeting of the SQR Board of Directors, his/her affirmative vote shall be deemed sufficient)("SQR Board Vetoed Matters"):

  1. voting instructions to SQR's representatives in the shareholders' meeting of ERG in respect of any of following matters (the "ERG Shareholders' Meeting Vetoed Matters"):
    1. changes to the corporate purpose ("oggetto sociale");
    2. mergers and demergers (but excluding mergers and partial proportional demergers pursuant to Articles 2505 and 2505-bis of the Italian Civil Code), liquidation, bankruptcy or similar proceedings (except as required by law);
    3. authorization to the purchase of treasury shares, to the extent the relevant resolution materially deviates from those adopted by ERG ordinary shareholders' meeting in 2020, 2021 and 2022 (exception being made for any deviation that is consequence of change in the applicable laws);
    4. any variation in the share capital of ERG (or rights attached to ERG shares) and/or issue of ERG shares, except for (x) in the cases under Articles 2446 or 2447 of the Italian Civil Code, (y) the issuance of ERG shares is aimed at servicing incentive plans addressed to ERG directors and/or employees of the ERG Group approved after the Closing Date, provided that the underlying plans are adopted in compliance with the ERG remuneration policy as approved by ERG shareholders'

meeting from time to time and that the maximum amount of ERG shares to be issued to service such plans does not exceed 2% of the share capital of ERG on a fully-diluted basis; and (z) rights issues ("aumenti di capitale in opzione"), provided that the relevant subscription price is not below the fair market value of ERG shares, to be calculated in accordance with the criteria set forth in the RevisedShareholders' Agreement;

    1. without prejudice to any equity incentive plans pursuant to the above provisions, any issue of securities (including bonds) convertible in ERG shares;
    2. any change to the Agreed Dividend Policy (as defined below) and/or distributions of dividends or reserves different from what is included in the Agreed Dividend Policy (as defined below);
  2. issue of bonds, assumption of guarantees or financial indebtedness (including refinancing) and granting security, for an amount which would result in the existing indebtedness of SQR at that time to exceed, in aggregate, Euro 1,500,000, to be used for SQR's working capital and ordinary operations' needs;
  3. grant of any security over ERG Shares;
  4. transactions with related parties (as defined in Article 3, Paragraph 1, letter a), of the regulation on the transactions with related parties adopted by Consob with resolution no. 17221 dated March 12, 2010 (as subsequently amended and supplemented));
  5. entering into any shareholders' agreement and/or any other agreement concerning ERG shares and/or the rights attached thereto or any security (including bonds) convertible in ERG shares;
  6. without prejudice to any provision to the contrary under the RevisedShareholders' Agreement, acquisition or disposal of ERG Shares, save for, starting from the date falling on the 40th month following the Closing Date, disposal of ERG shares by SQR up to 1% (one percent) in the aggregate of the outstanding ERG share capital, provided that, after such sale(s), (x) the SQR Stake in ERG remains above 51% and (y) the voting rights attached to the SQR Stake in ERG, for any reason, remain above 66.67% of the aggregate voting rights at the time of each sale, and (z) the proceeds deriving from such sales(s) are distributed to SQ in accordance with the provisions set forth under the RevisedShareholders' Agreement;
  7. operating expenses pertaining to SQR in excess of Euro 375,000 per year;
  8. capital expenses pertaining to SQR in excess of Euro 100,000 per year;
  9. change of SQR accounting standards;
  10. approval of the fair market value per SQR share for the purposes of acquisition by SQR of treasury shares, to the extent permitted under the RevisedShareholders' Agreement;
  11. issuance of any guidance to ERG in execution of the direction and coordination activity exercised by SQR in compliance with the D&C Regulation, as well as ending, and/or amending the terms and condition of, such direction and coordination activity exercised over ERG; and
  12. proposals to the shareholders' meeting of SQR on any SQR Shareholders' Vetoed Matters.

The above provisions shall apply only to the extent the Investor holds a stake in SQR exceeding or equal to the First Governance Threshold. Notwithstanding the foregoing, should Investor's stake be comprised between the Second Governance Threshold and the First Governance Threshold (less one share), the SQR Board Vetoed Matters shall be intended to include exclusively those matters under letters (d) and (l).

5.7 Deadlock

If, at any time the SQR Board of Directors or SQR Shareholders meeting fails for 2 consecutive meetings to adopt a resolution on any of the SQR Board Vetoed Matters or SQR Shareholders' Vetoed Matters, as applicable, as a result of the Investor SQR Director(s) or the Investor not voting in favor of a resolution on the relevant matter (a "Deadlock"), the Parties undertake in good faith (i) to cooperate in case a Deadlock arises

and (ii) to exercise their best efforts to resolve a Deadlock in accordance with the provisions of the RevisedShareholders' Agreement.

5.8 Composition of the Board of Directors of ERG

SQ shall procure that SQR exercises its voting rights in the ERG shareholders' meeting so that:

  1. the board of directors of ERG is composed of 12 members and appointed through a voting slate system ("meccanismo di voto di lista") pursuant to the provisions set forth in the by-laws of ERG;
  2. without prejudice to letters (c) and (d) below, in case at the date of submission of the slate of candidates prepared by SQR the Investor holds a stake in SQR in excess of the Second Governance Threshold, such slate shall include - in a position so as to guarantee his/her election - 1 candidate director designated by the Investor and all remaining candidates to be included in the slate will be designated by SQ;
  3. in case at the date of submission of the slate of candidates prepared by SQR the Investor holds a stake in SQR comprised between the First Governance Threshold and 40% of SQR's share capital, such slate shall include - in a position so as to guarantee their election - 3 candidate directors designated by the Investor, of which (i) at least 1 candidate director would satisfy the independence requirements pursuant to applicable laws and the corporate governance code approved by the corporate governance committee of Borsa Italiana S.p.A., and (ii) at least 2 candidate directors being of the less represented gender pursuant to the law; all remaining candidates to be included in the slate will be designated by SQ;
  4. in case at the date of submission of the slate of candidates prepared by SQR the Investor holds a stake in SQR in excess of 40% of SQR share capital, such slate shall include - in a position so as to guarantee their election - 4 candidate directors designated by the Investor, of which (i) at least 2 candidate directors would satisfy the independence requirements pursuant to applicable laws and the corporate governance code approved by the corporate governance committee of Borsa Italiana S.p.A., and (ii) at least 3 candidate directors being of the less represented gender pursuant to the law; all remaining candidates to be included in the slate will be designated by SQ.

5.9 Internal Committees of ERG

SQ shall procure that:

  1. except in case the Investor holds a stake in SQR below the Second Governance Threshold, 1 of the non- independent directors of ERG designated by the Investor is appointed as member of the strategic committee of ERG ("Strategic Committee");
  2. in case the Investor is entitled to designate 2 independent directors of ERG and at least 2 such independent directors have been effectively appointed as directors of ERG, each internal committee established by ERG that is composed exclusively by members of the board of directors shall include among its components 1 of the independent directors designated by the Investor;
  3. in case the Investor is entitled to designate at least 1 independent director of ERG and at least 1 such independent director has been effectively appointed as director of ERG, the chairman on the nominations and remuneration committee of ERG ("RemCo") shall be appointed among the independent director(s) designated by the Investor.

To the extent the circumstances under letter (b) and (c) above have occurred, the actual appointment of the independent director(s) designated by the Investor as member(s) of the aforesaid committees and/or chairman of the RemCo will occur upon the earliest of (i) the first renewal of the entire composition of the ERG board of directors after the Closing Date and (ii) the voluntary resignation(s) of current member(s) of the relevant committee(s).

5.10 Board of Statutory Auditors of ERG

SQ shall procure that SQR exercises its voting rights in the ERG's shareholders' meeting so that 1 standing auditor and 1 alternate auditor shall be designated by the Investor. To this end, in case of submission by SQR

of a slate of candidates for the office of member of the board of the statutory auditors of ERG, the candidates designated by the Investor as standing auditor and alternate auditor shall be included in such slate as candidate no. 2, each one in the respective section of the slate submitted.

In case of reduction of the Investor's stake below the First Governance Threshold, then the Investor will lose the right to appoint any standing auditor and shall use its best efforts to procure its resignation and replacement with an auditor designated by San Quirico.

Without prejudice to the above, should an auditor designated in accordance with the procedure set forth herein resign or otherwise cease from office, for any reason whatsoever, the Parties shall cooperate to ensure that the composition of the ERG board statutory auditors referred to above is preserved. To the extent applicable in compliance with the gender requirements set forth under the applicable laws and regulations, as well as provided for by the market's best practices and the by-laws of ERG, from time to time, should a standing auditor designated by the Investor cease from its office for any reason and, according to the by-laws of ERG, the alternate auditor designated by SQ is required to take office as effective auditor, then SQ shall use its best endeavors to procure that the alternate auditor designated by SQ does not accept the office as effective auditor or resign from the office of alternate auditor so that the alternate auditor designated by the Investor can take office as effective auditor, it being understood that - in case of resignation of the alternate auditor designated by SQ - the Parties shall procure that a shareholders' meeting of ERG resolves upon the appointment of 2 alternate auditors (1 designated by SQ and 1 designated by the Investor), in compliance with the by-laws of ERG.

5.11 ERG Board of Directors' Resolutions

The Parties agree that SQ shall procure that any resolutions on the following matters shall not be adopted by the board of directors of ERG unless with the presence and the favorable vote of at least 1 non-independent director of ERG designated by the Investor (the "ERG Board Vetoed Matters" and, together with the ERG Shareholders' Meeting Vetoed Matters, the "ERG Vetoed Matters"):

  1. acquisition or disposal of shareholdings and/or companies or business concerns ("aziende") or participation to joint ventures or any investment in new greenfield projects in the renewable sector, exceeding the materiality thresholds or meeting the qualitative parameters set forth under the RevisedShareholders' Agreement;
  2. issue of bonds, assumption of guarantees or new indebtedness (or refinancing of existing indebtedness) which would result in ERG having, on a consolidated basis, a leverage in excess of the higher of (i) the ratio between net leverage and funds from operations ("Net Leverage/FFO Ratio"), exceeding 4.2 and (ii) the maximum level of debt for ERG to remain investment grade rated;
  3. any new capital expenditures not included, or any variation of the capital expenditures in relation to each single investment that determines the relevant investment to exceed more than 30% the value originally approved and included, in the annual plan for capital expenditures related to investment to be performed by ERG in a calendar year ,subject to certain carve-outs and in accordance with the calculation formulas better detailed in the contractual documentation and agreed upon by the Parties;
  4. capital expenditures that are not relating to the core business activities of ERG, in excess of 10,000,000;
  5. Related Parties transactions - including those carried out by subsidiaries of ERG - exceeding the thresholds for de minimis transactions ("operazioni di importo esiguo") as set out in ERG's related-party transactions procedure in force as of the Closing Date, with the exception of transactions to which ERG's related-party transactions procedure shall not apply pursuant to ERG's related-party transactions procedure or the law;
  6. proposals to the shareholders' meeting of ERG on any ERG Vetoed Matter;
  7. voting instructions to the representatives of ERG in the shareholders' meeting of (i) ERG Power Generation S.p.A. and (ii) any other direct or indirect subsidiary of ERG meeting the criteria specified

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ERG S.p.A. published this content on 21 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2024 16:45:04 UTC.