Falck Renewables S p A : Articles of Association

English Translation for Convenience - only the Italian version is authentic

Approved by Extraordinary Shareholders Meeting dated December 14, 2021

ARTICLES OF ASSOCIATION

NAME - REGISTERED OFFICE - DURATION - PURPOSE

Article 1 Name

The Company is named

"Falck Renewables S.p.A."

TRANSITIONAL CLAUSE After expiry of a one-year term from the date on which Falck S.p.A., with tax code 00917490153, ceased to exercise de jure control over the Company pursuant to Article 2359(1)(1) of the Italian Civil Code, or on the date on which for any reason the licence agreement granting the Company use of the Falck trademark should cease to have effect, the Company shall acquire the corporate name of "Renpow S.p.A." in place of the name stated in Article 1 and Article 1 shall read as follows:

"Article 1 Name

The Company is named "Renpow S.p.A."

The foregoing shall enter into effect, once one of the two conditions referred to above has been met, from the date of registration in the Companies Register by the pro tempore legal representatives, delegated and authorised to do so, of the new text of the articles of association, including said amendment to Article 1.

Article 2 Registered office

The Company's registered office is in Milan.

The Company may set up and close down secondary establishments, branches, agencies and representative offices in Italy and abroad.

Article 3 Shareholders' domicile

For the purpose of their relations with the Company, Shareholders shall be considered domiciled for all legal intents and purposes at the place stated in the Shareholders Register.

Article 4 Duration

The Company's duration is established as up to 31 December 2100 and may be extended.

Article 5 Purpose

The Company's purpose is:

1. the purchase and management of shareholdings, including minority shareholdings, in other Italian and foreign companies;
2. the coordination and provision of financial, technical and administrative services for the subsidiary, associated and investee companies, for the parent company and its subsidiary, investee or associated companies;
3. the purchase and holding of bonds, including bonds convertible into shares, or with the right to subscribe or purchase shares of Italian and foreign companies;
4. the purchase and holding of Italian and foreign government securities;
5. the purchase and holding of other securities for investment purposes;

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1. the granting of loans to subsidiary and associated companies, or to the parent company and its subsidiaries and associates;
2. the granting of collateral or personal guarantees to the companies referred to in point b);
3. the implementation of any other transaction in securities or real estate that proves necessary or advisable for pursuit of the corporate purpose.

CAPITAL

Article 6 Share capital

The share capital is equal to EUR 291,413,891.00 (two hundred and ninety-one million four hundred and thirteen thousand eight hundred and ninety-one/00), divided into 291,413,891 (two hundred and ninety-one million four hundred and thirteen thousand eight hundred and ninety-one) shares, with no stated nominal value.

The Extraordinary Shareholders' Meeting of 17 November 2020 resolved to increase the share capital for cash, in one or more issues, with the exclusion of preemptive rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for a total value, including any possible share premium, of Euro 200,000,000 (two hundred million), to service the conversion of the "Euro 200,000,000 0.00 per cent. Senior Unsecured Equity-linked Green Bonds due 2025", to be fully paid-up in one or more tranches by issuing ordinary shares of the Company, with regular rights, for a maximum amount of Euro 200,000,000 (two hundred million), to exclusively service the bond issued by the Company called "Euro 200,000,000 0.00 per cent. Senior Unsecured Equity-linked Green Bonds due 2025", in accordance with the criteria determined by the relevant Terms and Conditions of the bond, it being understood that the last date for subscribing the newly issued shares is 23 September 2025 and that, in the event that the capital increase has not been fully subscribed by that date, it shall however be deemed to have been increased by an amount equal to the subscriptions already received and to be made as from those subscriptions, with express authorization to the directors to issue the new shares as they are subscribed. No fractions of shares will be issued or delivered and no cash payment nor adjustment will be made in place of such fractions.

Article 7 Capital increase

The capital may be increased, by a resolution passed by the extraordinary Shareholders' Meeting, including through contributions in cash or kind.

Newly issued shares may have different rights from those of previously issued shares. The issue of new ordinary shares or of other categories of shares, with the same characteristics as the categories of outstanding shares, does not require further approval from the special shareholders' meetings of the different categories.

The Shareholders' Meeting that approves the capital increase may, in accordance with the conditions and procedures established by law, exclude or limit the option right when the Company's interest so requires, pursuant to Article 2441(4) of the Italian Civil Code, in compliance with that set out therein.

Article 8 Payments for shares

Payments for shares are requested by the Board according to the terms and conditions it considers appropriate.

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Shareholders who delay making payments shall be liable for interest at the annual legal rate, without prejudice to the provisions of Article 2344 of the Italian Civil Code.

Article 9 Characteristics of shares

The shares are registered shares issued in dematerialized form and freely transferable.

Each share is indivisible and gives the right to one vote.

Notwithstanding the previous paragraph, each share shall carry 2 (two) votes if both of the following conditions are satisfied: (a) the share has belonged to the same person, by virtue of a right in rem legitimising the exercise of voting rights (full ownership with voting rights or bare ownership with voting rights or usufruct with voting rights) for a continuous period of at least 24 (twenty-four) months; (b) the recurrence of the condition under (a) is certified by the continuous registration, for a period of at least 24 (twenty-four) months, in the special list, specifically set up by the Company and governed by this article.

If conditions (a) and (b) are met, the beneficiary will be entitled to exercise the double vote in the forms set by the applicable legislation.

It remains understood that the pledge or security interest on the shares with retention of the voting right by the holder of the legitimate right in rem does not result in the loss of the legitimation to the increase in voting rights (if already accrued), or of the period of at least 24 (twenty-four) months needed for the accrual of the increase (if not already accrued).

The Company sets up and keeps, with the forms and contents provided for by the applicable regulations from time to time, the special list for the legitimation of the increase in voting rights (the "Special List"). The Board of Directors appoints the person in charge of managing the Special List and defines the criteria for it to be kept (if necessary, even if only in computerised form). The person in charge of managing the Special List may provide information (also in electronic form) about the contents of the Special List and each entity in it will have the right to extract a copy of the relevant notes without incurring any charge.

The party that, as legitimated under this article, wishes to have access to the increase in voting rights, has the right to ask to be included in the Special List, attaching appropriate documentation certifying the ownership of the legitimating right in rem (or ensuring that equivalent documentation is transmitted by the intermediary). The party that is registered in the Special List has the right to request the (total or partial) cancellation at any time with consequent automatic (total or partial) loss of the legitimation to the surcharge. Moreover, the party that is entitled to the increased vote may, at any time, irrevocably waive it (in whole or in part) by means of a written communication sent to the Company, without prejudice to any communication obligations under applicable regulations.

In any case, the right of the same party to request the registration in the Special List again in order to start a new continuous period of ownership of at least 24 (twenty-four) months for the shares for which the cancellation or waiver has been made.

The request for registration in the Special List may be submitted at any time to the Company, which promptly proceeds with the registration in and subsequent updating of the Special List and must be accompanied, under penalty of inadmissibility, by a certificate signed by the applicant with which, a) in the case of a natural person: the applicant declares (i) to have full formal and substantial

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ownership of the right to vote by virtue of a legitimating right in rem, and (ii) to undertake to promptly notify the Company of any loss, for any reason whatsoever, of the legitimating right in rem and/or the related voting right; b) in the case of a legal person or other entity, even without legal personality: the applicant declares

1. to have full, formal and substantial, ownership of the voting right by virtue of a legitimating right in rem, (ii) to be subject, if necessary, to (direct or indirect) control by another natural person or other entity with or without legal personality (with indication of all the identification data of the controlling entity), as well as

1. to undertake to promptly notify the Company of any loss, for whatever reason, of the legitimating right in rem and/or the related voting right.
   The increase in voting rights already accrued, or, if not accrued, the period of ownership needed for the increase to accrue, are in any case retained (i) in the event of succession due to death, or (ii) as a result of a free transfer under a family agreement, or (iii) as a result of a free transfer for the establishment and/or endowment of a trust, of an asset fund or foundation which the transferor or their legal heirs are beneficiaries of, in favour of the assigns, which therefore have the right to apply for registration with the same seniority of registration as the transferor or with the consequent retention of the increased voting already accrued.
   The increase in voting rights already accrued, or, if not accrued, the period of ownership needed for the increase to accrue, is also retained (i) in the event of transfer from one portfolio to another of the UCITS managed by the same party, (ii) if the legitimate right in rem is attributable to a trust or trust company, in the event of a change in the trustee or trust company.
   In the event that the legitimising right in rem is transferred as a result of a merger or demerger of an entity that is registered in the Special List, the assign entity has the right to apply for the registration with the same seniority of registration as the entity having cause, with retention of the increased voting, if already accrued.
   Without prejudice to the provisions of the paragraphs above, the transfer of the legitimate right in rem for any reason whatsoever (paid or free of charge) determines the cancellation of the registration in the Special List (with consequent loss of the increased voting rights where already accrued or of the period of ownership needed for the accrual of the increase, if not yet accrued).
   If the Company finds, also following communications or reports received, that a party registered in the Special List is no longer (in whole or in part) entitled to be registered for any reason whatsoever under the terms of this article, it will promptly proceed to the consequent (total or partial) cancellation from the Special List.
   The increased voting rights extends:

1. in proportion to newly issued shares in the event of a free capital increase or with new contributions;
2. to the shares allocated in exchange for those to which the increased voting rights are attributed, in case of merger or demerger, where provided for in the relevant project;
3. proportionally to newly issued shares in case of exercising the right to convert convertible bonds and in any case other structured debt securities, which provide for it in their regulations and have been subscribed for in relation to shares already included in the Special List and upon request made at the time of subscribing to these convertible bonds or debt securities.

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In the cases referred to in letters (a), (b) and (c) of the previous paragraph, the new shares acquire the increased voting (i) for newly issued shares due to the holder in relation to shares for which the increased voting has already accrued, from the time of registration in the Special List, without needing an additional continuous period or ownership; (ii) for newly issued shares due to the holder in relation to shares for which the increased voting has not yet accrued (but is accruing), from the time completing the holding period calculated from the time of original registration in the Special List.

The quorums to convene and pass resolutions that refer to share capital portions are always determined by taking into account any increased voting rights that may be due. The legitimation to exercise rights, other than voting rights, due by virtue of the possession of some set share capital portions is, on the other hand, always determined regardless of any increased voting rights that may be due.

Article 10 Reduction of capital

The Shareholders' Meeting may resolve to reduce the capital, without prejudice to the provisions of Articles 2327 and 2413 of the Italian Civil Code, including by assigning certain corporate assets to individual Shareholders or groups of Shareholders.

Article 11 Issue of bonds and other financial instruments

The Board of Directors may issue bonds or other financial instruments in accordance with legal provisions.

SHAREHOLDERS' MEETINGS

Article 12 Shareholders' Meetings

The Shareholders' Meeting represents all the Shareholders and its resolutions, adopted in accordance with the law and these articles of association, are binding on all the Shareholders.

The Shareholders' Meeting may be ordinary and extraordinary pursuant to law.

It may also be convened outside the municipality where the registered office is situated, provided the venue is in Italy.

Article 13 Convening Shareholders' Meetings

Both ordinary and extraordinary Shareholders' Meetings are convened by a notice to be published on the Company's website and according to the other procedures established by rules and regulations in force and, when mandatory or whenever the Board of Directors considers it appropriate, in the Official Gazette of the Italian Republic or in the daily newspaper "Il Sole 24 Ore" or "Il Corriere della Sera" or "Milano Finanza" or "L'Avvenire", in accordance with law.

The notice of call must state the day, time and venue of the meeting and the list of items to be discussed and any other information required by rules and regulations in force. The notice of call may also set the date of any subsequent convocations. The Board of Directors may decide, if it deems it appropriate, that the Ordinary and Extraordinary Shareholders' Meetings should be held in a single call. In the event of a single call, the majorities provided by law for these purposes shall apply. Lastly, the notice of call should contain references to laws and regulations that allow those entitled to exercise their rights.

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