El.En.

Proxy Solicitation & Information Statement • Apr 15, 2024

Proxy form to confer the proxy/sub delegation to Computershare S.p.A. pursuant art. 135-novies of Italian Legislative Decree no. 58/98 which is the only subject legitimately entitled to attend the Meeting

Pursuant to article 106 of Law Decree on March 17th, 2020 no. 18, converted with amendments by Law no. 27 of April 24th, 2020, as subsequently amended and extended, and as stated in the notice of call of El.En. S.p.A. Ordinary and Extraordinary Shareholders' Meeting on April 29th and May 6th, 2024, published on March 20th, 2024, the proxy can be conferred to Computershare S.p.A. only.

	PROXY or SUB-DELEGATION FORM
	Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare S.p.A. (1)
* mandatory information
	The undersigned (only natural person) Place of birth * Date of birth
	Tax code *…………………………
Resident in (town/city) * at (street / address)			*
	telephone no * …………………, e-mail
(2) entitled to exercise the voting right at 18/04/2024 (Record Date)  pledgee –  Taker in -  beneficiary interest holder - 	as:  registered share holder -  official receiver–  manager – 	legal representative – 	attorney/proxy holder with authority to sub-delegate other (specify) ………………………………………
for no* of ordinary shares El.En.
(3) Date of birth * TAX Code/LEI………………………… Resident in (town/city)	registered in the name of (natural or legal person)………………………………………………………………………………Place of birth ………………………………… at (street / address) *……………………………………………………………………………………………….
(4) Registered in the securities account no	At	Bank code (ABI)	Branch code (CAB)
(5) as resulting from communication no.	Made by (Bank)
DELEGATES/SUBDELEGATES Computershare S.p.A. instructions provided and	to attend and vote to the abovementioned general meeting, with reference to the shares		above, in accordance with the
that DECLARES - express a non-vote -	no matter of compatibility or suspension are affecting the vote and he/she is aware that: with the right to vote to legitimate attendance and voting, has been received by the Company	before the start of the meeting works.	in case of amendment or integration of the proposals presented to the Shareholders' Meeting, or in the absence of the expression of the vote, Computershare S.p.A will the proxy/subdelegation will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person
grantor.			STATES, under his/her own liability, as proxy holder, the compliance to the original document of the copy of the proxy form provided electronically and the identity of the proxy
DATE Form of identification (6) (type)*	Issued by *	no. *	SIGNATURE
requested by phone at no. +39 011 0923200.			NOTE: It is not possible to grant this proxy form without the voting instructions form to be downloaded from the company's website www.elengroup.com. Voting instruction form can be

Proxy form to confer the proxy/sub delegation to Computershare S.p.A. pursuant art. 135-novies of Italian Legislative Decree no. 58/98 which is the only subject legitimately entitled to attend the Meeting

VOTING INSTRUCTION

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

	VOTING INSTRUCTION
RESOLUTIONS TO BE VOTED (9)	(for), (against), (abstain) F C A

ORDINARY PART

0010. (Item 1.1 of Agenda) Approval of the annual financial report as of December 31, 2023, and the management report. Presentation of the consolidated financial statements and the non-financial consolidated statement
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

0020. (Item 1.2 of Agenda) Approval of the allocation of the net profit and dividend distribution
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

0030. (Item 2.1 of Agenda) Approval of the remuneration policy for 2024-2026 contained in the first section of the report, in accordance with Article 123-ter paragraph 3-bis
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

0040. (Item 2.2 of Agenda) Deliberation with advisory vote on the compensation paid in the 2023 financial year as indicated in the second section of the Report, in accordance with Article 123-ter paragraph 6
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

0050. (item 3.1 of Agenda) Determination of the number of members of the Board of Directors
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

0060. (item 3.2 of Agenda) Determination of the term of office of the Board of Directors
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A

0070. (item 3.3 of Agenda) Appointment of the Directors
– vote For the list with the "List no." to be fill in the side box or vote Contrary or Abstention to all lists (11) Section A	N …	C	A

Proxy form to confer the proxy/sub delegation to Computershare S.p.A. pursuant art. 135-novies of Italian Legislative Decree no. 58/98 which is the only subject legitimately entitled to attend the Meeting

0080. (item 3.4 of Agenda) Appointment of the President
Section A2 – vote for proposal presented by shareholder Andrea Cangioli included in the list n. 1 (10)	F	C	A

0090. (item 4 of Agenda) Determination of the compensation of the members of the Board of Directors
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

0100. (item 5 of Agenda) Supplementing the Board of Auditors: appointment of a minority substitute auditor
– vote for proposal presented by Assogestioni (10) Section A2	F	C	A

0110. (item 6 of Agenda) Granting the Board of Directors authorization for the purchase and disposal of treasury shares in accordance with Articles 2357 and 2357-ter of the (Italian) Civil Code, Article 132 of (Italian) Legislative Decree February 24, 1998, no. 58, and Article 144-bis of the Regulation approved by CONSOB resolution no. 11971/1999; simultaneous revocation, for the unused part, of the shareholders' resolution of April 27, 2023, concerning the authorization for the purchase and disposal of treasury shares
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

EXTRAORDINARY PART

0120. (item 5 of Agenda) Amendment of Article 14 of the bylaws (Participation in the assembly): provision for participation in the assembly exclusively through the representative designated for this purpose
– vote for resolution proposed by the Board of Directors (9) Section A	F	C	A

DATE SIGNATURE

Proxy form to confer the proxy/sub delegation to Computershare S.p.A. pursuant art. 135-novies of Italian Legislative Decree no. 58/98 which is the only subject legitimately entitled to attend the Meeting

Instructions for filling in and submitting the form

• 1. The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within 12:00 noon on the day preceding the meeting, using one of the following methods:
  • 1) Registered Email Holders (PEC): as an attachment document (PDF format) sent to elen@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;
  • 2) ature Holders (FEA): as an attachment document with ature sent to elen@pecserviziotitoli.it in the event that the Proxy Grantor (as Individual or as Legal Entity) is a ature Holder;
  • 3) Common Email address Holders: as an attachment document (PDF format) sent to elen@pecserviziotitoli.it. In this case the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. via Nizza 262/73, 10126 Turin, Italy;
  • 4) Via FAX: number +39 0110923202

The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

• 2. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.
• 1. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.
• 4. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.
• 5. Reference to the communication made by the intermediary and its name.
• 6. Provide details of a valid form of identification of the proxy signatory.
• 7. Provide the name and surname of the signatory of the Proxy form and Voting instructions.
• 8. In accordance to paragraph 6 of Article 106 of Law Decree No 18 of March 17th, 2020, converted with amendments into Law No 27 of April 24th, 2020 (as modified by paragraph 6 of Article 3 of Law Decree December 31st, 2020 n. 183, converted with amendments into Law No 21 of February 26th, 2021) (the "Cura Italia Decree"), the exclusive appointed representative may receive subdelegations but it is liability of the proxy holder to provide appropriate voting instruction accordingly to the instructions submitted by the original proxy grantor.
• 9. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company website www.elengroup.com. Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Section A. The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).
• 10. If the Section A2 is on the form, it collects instructions when an alternative, complementary or additional resolution to the motion proposed by the Board of Directors had been presented and published, within the term and in the cases provided. The Appointed Representative shall vote on each motion in accordance with the instructions and the delegating party shall give instructions consistent with the type of proposals (alternative or complementary) published.
• 11. Indicate the number of the list (as provided on the Company website) that you want to vote "for" or indicate your preference to vote against (C) or to abstain (A) which will apply to all lists. If only one list is presented, the voting instructions will relate to that one.

Proxy form to confer the proxy/sub delegation to Computershare S.p.A. pursuant art. 135-novies of Italian Legislative Decree no. 58/98 which is the only subject legitimately entitled to attend the Meeting

INFORMATION ON PERSONAL DATA PROCESSING

Pursuant to the Regulation (EU) 2016/679 (the "Regulation")

Personal Data Controller

Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni, 19 (hereinafter, "Computershare" or the " Controller"), Appointed Representative of the company pursuant to article 135undecies of Italian Legislative Decree no. 58/98 (TUF) and art. 106 DL 17 March 2020 n. 18, as controller of "Processing" (as defined in article 4 of the Regulation) of Personal Data (as defined below) provides the present "Information on Personal Data Processing", in compliance with the provisions of the applicable law (article 13 of Regulation and subsequent national legislation)

Object and methods of processing

The personal data of the shareholder and of his possible representative (hereinafter, the "Delegating party"), as well as the residence, the tax code, the details of the identification document, the email address, the telephone number and the shareholding (hereinafter "Personal Data") are communicated by the Delegating party, even by electronic means, to Computershare through this form, in order to grant the proxy to attend and to vote at the shareholders' meeting on behalf of the Delegating party according his voting instructions

The Controller process the Personal Data of the Delegating party reported in this form, lawfully, fairly and limited to what is necessary in relation to the purposes for which they are processed. The processing - as collection or any other operation as set forth in the definition of "processing" pursuant article 4 of the Regulation – shall be performed by papery or automated means, implementing the appropriate organizational and logical measures required by the purposes here above mentioned.

Purpose and legal basis of the Processing

The purpose of the Processing by the Controller is to allow the correct expression of voting instruction by the Appointed Representative in the shareholders' meeting on behalf of the Delegating Party, in compliance with the provisions of the aforementioned art. 135undeciesof TUF and art. 106 DL 17 March 2020 n. 18.

The legal basis of the Processing is represented by:

• contractual obligations: to comply with the obligations arising from the agreement between the Delegating Party and the Appointed Representative;

• legal obligations: to comply with the legal obligations the Appointed Representative shall fulfil towards the company and the Authorities.

The collection and the Processing of Personal Data is necessary for the purposes indicated above. Failure to provide the aforementioned Personal Data implies, therefore, the impossibility to establish and manage the above agreement.

Recipients, storage and transfer of Personal Data

The Personal Data will be made accessible, for the purposes mentioned above - before, during and after the shareholders' meeting - to the employees and collaborators of the Controller who are in charge of Processing.

The Personal Data provided will be kept for a period of at least 1 year, in accordance with current legislation and will be disclosed to third parties only in compliance with legal obligations or regulations or at the request of the Authorities. This period is consistent with the provisions of current legislation.

Personal Data will be processed within the European Union and stored on servers located within the European Union. The Personal Data will be communicated to the Company to comply with the obligation under the law regarding the shareholders meeting's minutes, updating of shareholders' register and to third parties only if required by the Authorities.

Rights of the Delegating party

The Delegating Party has the right to ask, in every moment, which Personal Data and how they are processed. The Delegating party may ask to update, complete, correct or even erase the Personal Data. The Delegating party can also ask to restrict the use of his Personal Data or withdraw the consent to use them, but in such case it will be impossible to attend and vote at the shareholders' meeting. The Personal Data and the voting instructions will be kept for 1 year at disposal of the Authorities.

For the exercise of the aforementioned rights, the Delegating party can write to Computershare to the address reported in the form or to the following email address dataprotection@computershare.it. For the Privacy Policy and all Computershare activities, please visit our website https://www.computershare.com/it/policy.

Computershare S.p.A.