El.En.

AGM Information • Apr 27, 2022

Report and proposal on the fourth item on the agenda

"4. Appointment of the Board of Statutory Auditors and Chairman for the years 2022, 2023 and 2024; determination of the related remuneration:

4.1. Appointment of the Board of Statutory Auditors

4.2. Appointment of the Chairman

4.3. Determination of the remuneration of the members of the Board of Statutory Auditors"

This folder is available on the website at the address: www.elengroup.com

El.En. s.p.a. Registered office at Via Baldanzese 17, 50041 Calenzano (FI) Share capital € 2,593,827.86 fully paid Florence Companies Register - Tax Code 03137680488

EL.EN. s.p.a. Registered office in Calenzano (FI), via Baldanzese n. 17 Capital underwritten and paid out 2.593.827,86 Euros divided into 79.810.088 ordinary shares Register of Companies (Firenze - Italy) and internal revenue code number 03137680488 --------------------

The shareholders are called upon to convene for an ordinary and extraordinary meeting at the company registered office in Calenzano, Via Baldanzese n. 17, at 10.00 am on April 29th 2022, for the first call and at 10.00 am on May 3rd 2022, for the second call in order to vote on the following

AGENDA OF MEETING

ORDINARY MEETING

1 – Approval of the annual financial report closed on December 31st 2021 and the manager's report. Presentation of the consolidated financial statement and consolidated non-financial statement;

2 – Report on the policy regarding remuneration and fees paid, ex art. 123-ter Legislative Decree no. 58 of 24 February 1998: confirmed the first section of the Report pursuant to art. 123-ter, para 3-bis;

3 - Report on the policy regarding remuneration and fees paid, ex art. 123-ter Legislative Decree no. 58 of 24 February 1998: resolution about the second section of the Report pursuant to art. 123-ter, para 6;

4 – Appointment of the Board of Statutory Auditors and the Chairman for the yeas 2022- 2024 and determination of the remuneration of the Board of Statutory Auditors:

4.1. Determination of the composition of the Board of Directors

4.2. Appointment of the Chairman

4.3. Determination of the remuneration of the Board of Statutory Auditors;

EXTRAORDINARY MEETING

5 Art. 19 – specification of the operating procedures for the election of the director extracted from the minority list;

6. Art. 20 – inclusion of references to the 2020 Corporate Governance Code in place of those to the outdated Corporate Governance Code; provision of the possibility for Statutory Auditors to participate in board meetings through means of remote connection;

7. Art. 25 – provision for the possibility of meeting the Board of Statutory Auditors by means of remote connection.

WAY OF TAKING PLACE OF THE 2021 SHAREHOLDERS' MEETING DUE THE COVID-19 HEALTH EMERGENCY

The Shareholders' meeting shall take place in full compliance with the requirements and instructions of the Decree Law 17 March 2020, No 18 ( "Decree 18/2020") converted with amendments by Law on 24 April 2020, n. 27 as well as the decrees and/or directives adopted by the relevant authorities (national or regional) and in force as of the date of the Shareholders' Meeting. Therefore, intervention in the Shareholders' Meeting by those entitled to vote will only be allowed through the representative appointed by the Company.

To this end, the Company has appointed Computershare S.p.A. – with offices in Turin, Via Nizza 262/73, 10126 – to represent Shareholders under art. 135-undecies of Legislative Decree 58/1998 (the "TUF") and the aforementioned D. L. 18/2020 (the "Appointed Representative").

The physical participation of individual shareholders and delegates other than the Appointed Representative is therefore forbidden.

Shareholders wishing to attend the Meeting will therefore have to give the Appointed Representative the proxy referred to in the following relevant paragraph.

In accordance with Article 106, paragraph 2, of D. L. 18/2020, the legitimate persons (the members of the Social Bodies, the appointed Secretary and the Appointed Representative) may intervene (or exclusively) by means of telecommunications to ensure their identification, without the President, the Secretary and the Notary being in the same place. The Company will promptly notify any additional relevant requirements and instructions in connection with the way of taking place of the Meeting.

THE RIGHT TO ATTEND THE SHAREHOLDER'S MEETING AND THE RIGHT TO VOTE DURING THE HEALTH EMERGENCY DUE TO COVID-19

The legitimate attendance of shareholders' meetings and the exercise of voting rights is confirmed by a statement to the Company from the authorized intermediary, in compliance with intermediary accounting records, on behalf of the person who has the right to vote.

This communication is made on the basis of the relative evidence at the end of the accounting day of the seventh market business day prior to the date set for the first call of this meeting, i.e., April 20th 2022, also called the record date.

Persons who are recognized as owners of shares only after the record date are not legitimated to attend the meeting or to vote at the meeting.

The communication from the intermediary must reach the Company by the end of the third trading day prior to the date set for the meeting, i.e., by April 26th 2022. This is without prejudice to legitimate attendance and voting if communication has reached the Company beyond the such terms, providing it has been received before the start of the meeting works.

PROXY FOR ATTENDANCE AND VOTING AT THE MEETING

According to art. 135-undecies TUF, every person legitimated to attend the meeting has to give to the Appointed Representative a written proxy with voting instructions on all or some of the proposals on the agenda by using the proxy form, electronic too, prepared by the same Appointed Representative in accordance with the Company and available on the Company's website at www.elengroup.com - Investor Relations/governance/documenti assembleari/2022/ASSEMBLEA ORDINARIA E STRAORDINARIA 29 aprile 2022 – 3 maggio 2022.

The proxy shall be valid only for proposals on which voting instructions are conferred.

The proxy shall be submitted in compliance with the instructions contained in the proxy form and within the end of the second trading day prior to the date scheduled for the Shareholders' meeting, that is within April 27rd 2022 for the first call and within April 29th 2022 for the second call.

The proxy and voting instructions may be cancelled within the time limit indicated hereinabove.

To give the proxy to the Appointed representative it is requested the communication from the authorized intermediary, attesting to the right to attend the Shareholders' Meeting and to vote: lacking such intermediary statement, the proxy shall be ineffective.

In addition, under Decree 18/2020, those who are entitled to attend the Shareholders' meeting and to vote and who do not wish to use the above mentioned mean of intervention to the meeting, may confer delegations and/or sub-delegations under art. 135-novies TUF. For this purpose, the delegation form model made available on the Company's website can be used.

The delegation and/or sub-delegation to the Appointed Representative contains voting instructions on all or some of the proposals relating to matters on the agenda, it is understood that the Appointed Representative will not submit any votes in the Shareholders meeting in relation to those proposals for which he has not received voting instructions. In the case of sub-delegation to the Appointed Representative, the sub-delegant must deliver to the Appointed Representative, following the instructions on the form, also a copy of the delegation received and the declaration with which it attests the compliance of the copy to the original and the identity of the delegate. In order to allow the Company and the Appointed Representative to receive and verify delegations and/or subdelegations in advance of the start of the meeting, it is recommended that legitimate persons send

their delegations and/or sub-delegations by noon on the day before the date of actual holding of the meeting.

Delegation and voting instructions can be cancelled within the same terms and in the same way expected to be sent. No vote by electronic means is permitted.

The Designated Representative will be available for clarification or information at the following telephone number: 011-0923200, or at the e-mail address sedeto@computershare.it .

Shareholders are informed that the Company reserves the right to supplement and/or modify the above instructions in view of the necessary interventions as a result of the current epidemiological emergency situation from COVID-19 and its currently unforeseeable developments.

VOTING BY CORRESPONDENCE

In compliance with article 17 of the company by-laws it is permissible also to vote by correspondence the issues on the ordinary meeting agenda, pursuant to the laws now in force. Shareholders entitled to attend the meeting may pick up their ballot at Company registered office or they can download it on the internet site, www.elengroup.com – in the section titled Investor Relations/governance/documenti assembleari/2022/ASSEMBLEA ORDINARIA E STRAORDINARIA 29 aprile 2022 – 3 maggio 2022 and, if for technical reasons they are unable to download it electronically, the ballot may be requested in hardcopy from the Company (tel. 0558826807; fax 0558832884) .

The sealed envelope containing the marked ballot with the date and signature along with the documents that prove the identity of the voter and, if necessary, the right to vote, must be received by El.En. s.p.a., Via Baldanzese n. 17, 50041 Calenzano (FI) – addressed to the attention of the President of the Board of Statutory Auditors – by 7 p.m. on April 28th 2022. Votes that arrive after that date or for which legitimation to vote from the intermediary has not been received will not be taken into consideration. Voting by correspondence will be exercised directly by the owner and expressed separately for each of the motion proposals.

INTEGRATION OF THE AGENDA OF THE SHAREHOLDERS' MEETING

In compliance with art. 126-bis of D. Lgs. n. 58 of 1998 ("T.U.F."), the Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within March 28th 2022 (ten days after the publication of this notice), for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda, and in the request they should specify the additional subjects they propose and/or the discussions proposed.

It should be recalled that the agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1 T.U.F..

The request to have additional subjects included must be presented in writing and sent by registered mail addressed to the registered office of the Company or sent by e-mail to elen@pec.uipservizi.it and must be accompanied by a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda

The certificate attesting the ownership of shares and of the quota of ownership that is necessary for the right to vote in compliance with. 126-bis T.U.F., para 1, must be demonstrated by a specific communication with effect on the date of the request, addressed by the intermediary to elen@pecserviziotitoli.it.

RIGHT TO SUBMIT PROPOSAL PURSUANT TO ART. 126-bis T.U.F., LAST SENTENCE

In addition, given the manner in which the meeting will take place due to the epidemic emergency, and that the intervention is allowed exclusively through the Appointed Representative, thus legitimate Shareholders who individually wish to make proposals for deliberation and voting on the topics on the agenda will have to submit them in writing by means of a registered letter addressed to the Company's headquarters or by e-mail to the elen@pec.uipservizi.it within April

14th 2022. The legitimacy to formulate proposals must be attested by the communication provided for in art. 83-sexies TUF carried out by the intermediary for the purpose of intervention in the Shareholders' Meeting and the exercise of the right to vote. These proposals, where relevant, will be published without delay on the Company's website, in order to enable those entitled to vote to express themselves knowingly even taking into account these new proposals and to allow the Appointed Representative to collect voting instructions also on such new ones.

RIGHT TO SUBMIT QUESTIONS PRIOR TO THE SHAREHOLDERS' MEETING

In compliance with art. 127-ter T.U.F., all those with voting rights may submit questions on the items on the agenda even prior to the shareholders' meeting by sending a registered letter to the Company Registered office or by certified e-mail to elen@pec.uipservizi.it. All persons who can prove ownership of shares on April 20th 2022 (the record date) have the right to receive an answer. For this purpose, the intermediary must send to elen@pecserviziotitoli.it a specific communication stating the ownership of shares by the person making the request with effect on the date of the request. If the person who has the right to vote has requested from the intermediary the communication in order to attend the meeting, it will be necessary only to refer to this communication in the document containing the questions. Given the extraordinary way of taking place of the 2021 Shareholders' Annual Meeting, the questions related to the agenda and presented by legitimated persons must be received by April 20th 2022 and will be answered within April 25th 2021. The Company can provide a unified answer to questions with the same content.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The appointment of the Board of Statutory Auditors are made by a voting list and is regulated by both laws and regulations as well as by art. 25 of the Company by-laws, the contents of which are available on the internet site www.elengroup.com in the section Investor Relations/governance/statuto e regolamenti to and it is also available upon request at Company registered office.

The lists must contain the names of one or more candidates, shown by a progressive number and divided into two sections, one for the candidates for permanent auditor and the other for acting auditors, and they must be deposited at the legal registered office of the Company by April 4th 2022, the twenty-fifth day before the first call for this shareholders' meeting.

Each shareholder may present and participate in only one list.

In compliance with art. 144-septies, sub-section 2, Issuers' Regulation CONSOB 11971/1999 ("Issuers' Regulation"), it should be recalled that the minimum amount of share capital required for the presentation of a list of candidates for members of the Board of Statutory Auditors is 1%, in conformity with art. 25 of the by-laws, art. 144-sexies Issuers' Regulation and CONSOB Decision n. 60 of January 28th 2022.

The ownership of the minimum amount necessary for the presentation of the list is determined by the number of shares that are registered in the name of the shareholder on the day in which the list is submitted to the Company. The possession or co-ownership of the number of shares necessary for the presentation of the list must be demonstrated by the issue of a communication by the intermediary to the certified e-mail address elen@pecserviziotitoli.it by April 8th 2022.

In the event that only one list has been presented by April 4th 2022 or that there are only lists that are connected to each other in compliance with the applicable regulations, other lists may be presented up until April 7th 2022 and the minimum percentage required for the presentation will be reduced to 0,50% of the capital stock.

Moreover, along with the lists that are presented, the following documents are required:

• the information regarding the identity of the shareholders who have presented the lists and the total percentage of the capital stock they possess;

• a declaration by the shareholders who do not possess, even jointly, a controlling interest or relative majority, demonstrating that there is no relationship between them and these latter in compliance with article 144-quinquies Issuers' Regulation;

• complete information on the personal and professional qualifications of the candidates, a declaration by these candidates demonstrating that they possess the qualifications required by law and their acceptance of the candidacy.

The lists may be deposited electronically by e-mail communication to the certified e-mail address elen@pec.uipservizi.it as long as it is signed digitally and includes the information necessary for the identification of the person who is depositing and transmitting the list.

The lists that are not in conformity with the laws and regulations, in compliance with art. 25 of the Company by-laws will be considered as not submitted.

DOCUMENTATION OF THE MEETING, DESCRIPTIVE REPORTS AND PROPOSALS FOR DISCUSSION

The documentation related to the discussions and the proposals in the agenda, including the report of the board of directors on each of the items on items of the agenda, the complete text of the proposals for discussion and all of the documents that will be submitted to the shareholders, is deposited and available to the shareholders at Company registered office and on the internet site www.elengroup.com in the section Investor Relations/governance/documenti assembleari/2022/ASSEMBLEA ORDINARIA E STRAORDINARIA 29 aprile 2022 – 3 maggio 2022 and on the authorized storage website , as follows:

a) the annual financial report including all the documents referred to in art. 154-ter, paragraph 1, T.U.F. at least twenty-one days before the meeting;

b) the consolidated non-financial statement provided for by art. 4 D. Lgs. 254/2016 at least twenty-one days before the shareholders' meeting;

c) the report on the remuneration policy and the remuneration paid pursuant to art. 123-ter T.U.F. and art. 84-quater Reg. Issuers at least twenty-one days before the shareholders' meeting;

d) the directors' report on items 1 and 2 on the agenda of the ordinary part at least thirty days before the shareholders' meeting;

e) the directors' report on item 4 on the agenda of the ordinary part at the same time as this notice;

d) the directors' report on items 5, 6 and 7 on the agenda of the extraordinary part at least twentyone days before the shareholders' meeting;

f) the lists of candidates for the appointment of the members of the Board of Statutory Auditors accompanied by the relevant documentation at least twenty-one days before the shareholders' meeting.

Members have the right to obtain a hard copy of the aforementioned documentation at their own expense.

SHARE CAPITAL – TREASURY SHARES

It is also recalled that the subscribed and paid up share capital of El.En. s.p.a. equal to Euro 2,593,827.86 divided into 79,810,088 ordinary shares, each of which gives the right to one vote. As of today, the Company does not possess its own shares.

Calenzano, March 18th 2022

For the Board of Directors The President – Ing. Gabriele Clementi

Internet site: www.elengroup.com E-mail: finance@elen.it SDIR (authorized dissemination of regulated disclosures system):

Form for granting proxies/sub-proxies to the Designated Representative appointed on an exclusive basis pursuant to art. 106, para. 4, of Decree 18 dated 17/03/2020

THE FORM WILL BE AVAILABLE FROM 15 APRIL 2022

Form for granting Proxies and giving Voting Instructions to Computershare S.p.A. as the sole party able to attend the Shareholders' Meeting

THE FORM WILL BE AVAILABLE FROM 15 APRIL 2022

Postal voting form

ISSUER: EL.EN. s.p.a., Via Baldanzese 17, 50041 Calenzano (FI)	POSTAL VOTING FORM
ORDINARY SHAREHOLDERS' MEETING TO BE HELD
- DATE	29 April 2022 at 10 a.m. in first calling
	3 May 2022 at 10 a.m. in second calling
- PLACE		Via Baldanzese 17 - 50041 Calenzano (FI)
DETAILS OF THE HOLDER OF VOTING RIGHTS (to be completed by the shareholder):
Mr/Ms ___, resident at ____, ____,
born in ____ on __, Tax Code ____
NUMBER OF SHARES HELD (to be completed by the shareholder): __ (____)
RIGHT TO EXERCISE VOTING RIGHTS: yes	no
PROPOSED RESOLUTIONS ON THE AGENDA: 1) 1– Approval of the separate financial statements as of 31 December 2021 and report on operations. Presentation of the consolidated financial statements and the consolidated non-financial statement; having examined the report and proposal from the Board of Directors, I cast the following vote: vote in favour vote against abstention 2) Remuneration report pursuant to art. 123-ter of Decree 58 dated 24 February 1998: confirmation of the first section of the Report pursuant to art. 123-ter, para. 3-bis; having examined the report and proposal from the Board of Directors, I cast the following vote: vote in favour vote against abstention 3) Remuneration report pursuant to art. 123-ter of Decree 58 dated 24 February 1998: resolution on the second section of the Report pursuant to art. 123-ter, para. 6; having examined the report and proposal from the Board of Directors, I cast the following vote: vote in favour vote against abstention 4) Appointment of the Board of Statutory Auditors and Chairman for the years 2022, 2023 and 2024; determination of the related remuneration: 4.1. Appointment of the Board of Statutory Auditors 4.2. Appointment of the Chairman 4.3. Determination of the remuneration of the members of the Board of Statutory Auditors; 4.1.
having examined the report and proposal from the Board of Directors and the lists presented pursuant to
art. 25 of the Articles of Association, I cast the following vote:
4.1. 1) list no. ___	vote in favour	vote against	abstention
2) list no. ___	vote in favour	vote against	abstention
3) list no. ___	vote in favour	vote against	abstention
4) list no. ___	vote in favour	vote against	abstention
5) list no. ___	vote in favour	vote against	abstention
4.2. and 4.3. having examined the report and proposal from the Board of Directors and the lists presented
pursuant to art. 25 of the Articles of Association, I cast the following vote:
vote in favour	vote against		abstention
PLACE AND DATE:		SIGNATURE (legible)
________		_______

PROCEDURES FOR EXERCISING POSTAL VOTING RIGHTS

Pursuant to art. 17 of the Articles of Association, postal voting is allowed for items on the agenda for the ordinary session of the Shareholders' Meeting.

The sealed envelope, containing the completed voting form - signed and dated - accompanied by documentation evidencing the identity and, if necessary, voting rights of the shareholder, must be received by

El.En. s.p.a., Via Baldanzese 17, 50041 Calenzano (FI)

• for the attention of the Chairman of the Board of Statutory Auditors -

by and no later than 7 p.m. on 28 April 2022.

Votes cast on forms will be ignored if they arrive after that deadline or if confirmation of the right of the voter to exercise voting rights is not received from the authorised depository. Postal votes are cast directly by the entitled shareholder and given separately for each proposed resolution.

EXPLANATORY REPORT ON THE DIRECTORS' PROPOSALS TO THE SHAREHOLDERS' MEETING

Shareholders,

The Board of Directors ("the Board") of El.En. s.p.a. ("the Company") seeks to explain, pursuant to art. 125-ter of Decree 58 dated 24 February 1998 ("Consolidated Finance Law - TUF") and art. 84-ter of Consob's Issuers' Regulation 11971/1999 ("Issuers' Regulation"), the proposals to be submitted for your approval on the items included in the fourth point on the agenda for the ordinary session of the Shareholders' Meeting, which will be held at the registered office, Via Baldanzese 17, Calenzano, in first calling at 10 a.m. on 29 April 2022 and, in second calling, at 10 a.m. on 3 May 2022, as specified in the notice of meeting published on the Company's website and, in extract form, in "ITALIA OGGI" on 18 March 2022.

* * *

On the fourth item on the agenda for the ordinary session -

Appointment of the Board of Statutory Auditors and Chairman for the years 2022, 2023 and 2024; determination of the related remuneration:

4.1. Appointment of the Board of Statutory Auditors

4.2. Appointment of the Chairman

4.3. Determination of the remuneration of the members of the Board of Statutory Auditors;

- Appointment of the Board of Statutory Auditors and the Chairman

The current Board of Statutory Auditors, elected for the years 2019-2021 by resolution of the Ordinary Shareholders' Meeting held on 15 May 2019, expires on approval of the separate financial statements as of 31 December 2021.

You are therefore called on to appoint the members of that body, which must comprise three Serving Statutory Auditors and two Alternates.

By law, their duration in office is three years.

In accordance with the law and art. 25 of the Articles of Association, the election is held using list voting procedures. The election mechanism, the related procedure and the composition of the Board of Statutory Auditors of the Company are governed by and described in art. 25 of the current Articles of Association, an extract from which is presented below:

"Article 25

Board of Statutory Auditors

(… omissis …) The Board of Statutory Auditors comprises five members: three Serving Statutory Auditors, including one with the role of Chairman, and two Alternates.

The members of the Board of Statutory Auditors are appointed at the Ordinary Shareholders' Meeting, in accordance with the procedure described below; they remain in office for three years and, in any case, until the date of the Shareholders' Meeting called to approve the financial statements for the third year of their mandate; they are eligible for re-election.

For the entire duration of their mandate, the Statutory Auditors must satisfy all of the requirements specified by law and in the relevant regulations.

Persons may not be elected as Statutory Auditors and, if elected, their appointments lapse should the reasons for ineligibility or lapsing identified by law apply to them, should they be appointed as a Serving Statutory Auditor by more than five listed companies, or should their situations be or become incompatible or exceed the maximum limit envisaged in the Consob regulation issued

pursuant to art. 148-bis of Decree 58 dated 24 February 1998. After sending a written communication to the Chairman of the Board of Directors, the Board of Statutory Auditors may call meetings of the Shareholders, the Board of Directors or the Executive Committee. This power to call meetings may also be exercised by at least two members of the Board of Directors.

The members of the Board of Statutory Auditors are appointed using the following procedure. Shareholders that intend to nominate candidate Statutory Auditors must file the following at the registered office at least twenty-five days before the date fixed, in first calling, for the Ordinary Shareholders' Meeting:

a) a list containing the names indicated in numerical order and divided into two sections: one for candidate Serving Statutory Auditors and, the other, for Alternates;

b) together with the list, a complete professional profile of each person nominated, giving adequate reasons for their nomination, and the curriculum vitae of each candidate;

c) together with the list, a statement in which each candidate accepts his/her candidacy and certifies, under his/her personal responsibility, the absence of reasons for ineligibility or incompatibility, as well as satisfaction of the requirements specified in the applicable regulations and the Articles of Association for the respective appointments;

d) together with the list, a statement from shareholders other than those holding, together or alone, a controlling or relative majority interest, that confirms the absence of relations of association with the latter, as defined in art. 144-quinquies of Consob Regulation 11971/1999.

Each list must indicate the name(s) of the shareholder(s) presenting the list, providing full identification details and stating the percentage of share capital held both individually and collectively.

The composition of lists containing at least three candidates must comply with the regulatory requirements governing gender balance.

Each shareholder may present or contribute to the presentation of just one list, subject otherwise to ineligibility.

Shareholders are only entitled to present lists if, alone or together with other shareholders, they represent at least the percentage share ownership established in art. 147-ter of Decree 58 dated 24 February 1998 or that, even if greater, established by Consob regulation having regard for the capitalisation, free float and ownership structure of listed companies.

Ownership of the minimum equity interest needed to present lists is determined with reference to the shares registered in favour of the shareholders concerned on the day on which their list is filed with the Company. The related certification must be produced at least twenty-one days before the date fixed, in first calling, for the Ordinary Shareholders' Meeting.

The Statutory Auditors are appointed at the Ordinary Shareholders' Meeting on the basis of lists presented by the shareholders in which the candidates are listed in numerical order. Each shareholder with voting rights may only vote for one list.

If only one list has been filed by the above deadline envisaged for the presentation of lists, or only lists presented by shareholders that, as established in art. 144-sexies, para. 4, of Consob Regulation 11971/1999, have relations of association as defined in art. 144-quinquies of Consob Regulation 11971/1999, the time limit for the presentation of lists is extended to the fifth day subsequent to that date. In that case, the equity ownership thresholds envisaged above for the presentation of lists are halved.

If several lists are presented, the members of the Board of Statutory Auditors are elected as follows:

a) the votes obtained by each list will be divided by one, two, three etc., depending on the sequence number allocated to the candidates to be elected;

b) the quotients thus obtained will be assigned sequentially to the candidates on each list, in the order they appear on that list, and then ranked in decreasing order in a single list;

c) the persons obtaining the highest total quotients will be elected.

At least one Serving Statutory Auditor must always be drawn from the minority list that obtains the largest number of votes. Accordingly, if the three highest total quotients are all obtained by candidates on the majority list, the last Serving Statutory Auditor to be elected will, nevertheless, be drawn from the minority list that obtained the largest number of votes, despite that person having obtained a lower total quotient that the majority candidate with the third-highest total quotient.

If more than one candidate obtains the same total quotient, the candidate from the list that has not yet elected a Statutory Auditor will be elected; alternatively, if all lists have elected the same number of Statutory Auditors, the candidate on the list that obtained the largest number of votes will be elected. If more than one candidate obtains the same total quotient and the total number of list votes is also the same, the entire Ordinary Shareholders' Meeting will vote again and the candidate obtaining a simple majority of the votes cast will be elected.

The Chairman of the Board of Statutory Auditors will be the Serving Statutory Auditor elected first from the minority list that obtained the largest number of votes or, in the absence of a minority list, the Serving Statutory Auditor elected first from the list that obtained the largest number of votes. On the replacement of a Serving Statutory Auditor, the Alternate drawn from the same list as the person to be replaced will take over.

If no lists are presented by the deadlines indicated, the appointments will be made by resolution of a relative majority of the shareholders present at the Shareholders' Meeting.

If only one list is presented, the Serving Statutory Auditors and Alternates will be elected from that list, in numerical order of listing.

If no votes are cast for any minority list, Statutory Auditors will be replaced by resolution of a relative majority of the shareholders present at the Shareholders' Meeting.

The composition of the elected body must, in all cases, ensure balance between the genders represented pursuant to art. 148, para. 1-bis, of Decree 58 dated 24 February 1998.

The appointment of replacements to the Board of Statutory Auditors pursuant to art. 2401 of the Italian Civil Code is made by a relative majority of the shareholders present at the Shareholders' Meeting.

Should one or more members of the control body cease to serve, the replacement members are nominated or appointed in compliance with the requirements for gender balance in force at the time."

Even though the development of policies on the composition of control bodies is heavily condition by the detailed regulations that govern this area, the meeting of the Board of Directors held on 14 November 2017 established as follows, on approving the formalisation of POLICIES GOVERNING THE COMPOSITION OF THE CORPORATE BODIES OF EL.EN. S.P.A. Quantitative composition

In accordance with the law and art. 25 of the Articles of Association, the Board of Statutory Auditors comprises five members: three Serving Statutory Auditors, including one with the role of Chairman, and two Alternates.

Qualitative composition

The Board of Statutory Auditors comprises persons who satisfy the integrity, professionalism, expertise and independence requirements established by law.

Their professionalism, checked and assessed with reference to their respective curriculum vitae, is also certified pursuant to the law by the professional bodies to which they must belong. That requirement is also supported by the update and training obligations imposed under current regulations.

Since the Board of Statutory Auditors of the Issuer is identified as the "Internal control and audit committee" pursuant to art. 19 of Decree 39/2010 (as amended by Decree 135/2016), the members of that Board must, taken together, be competent in the sector in which the Company operates.

In addition, its membership must be diversified in terms of gender - with at least one third drawn from the less represented gender (art. 148, para. 1-bis TUF) - age, training and professional experience, so that different views and approaches to control matters are guaranteed, together with the skills needed to ensure proper performance of its assigned functions.

With regard to the limit on the accumulation of appointments, the Company complies with art. 144 terdecies of the Consob Issuers' Regulation issued pursuant to art. 148-bis TUF.

Please note the following matters.

Pursuant to the Articles of Association, the TUF and the enabling rules for the Issuers' Regulation, the deadline for presenting lists and the related accompanying documentation is 4 April 2022.

Pursuant to art. 144-septies, para. 2, of Consob Issuers' Regulation 11971/1999 ("Issuers' Regulation"), the minimum equity investment needed to present lists of candidate Statutory Auditors is 1% of share capital, pursuant to art. 25 of the Articles of Association, art. 144-sexies of the Issuers' Regulation and CONSOB Decision 60 dated 28 January 2022.

Possession or joint ownership of the number of shares needed to present a list must be evidenced in a specific communication sent by the authorised depository to the certified e-mail address elen@pecserviziotitoli.it by and no later than 8 April 2022.

Should just one list be presented by the deadline of 4 April 2022, or only lists associated with each other pursuant to the relevant regulation, additional lists may be filed up to 7 April 2022 and the minimum percentage required for the presentation of lists will be reduced to 0.50% of share capital. Lists may even be filed electronically at the certified e-mail address elen@pec.uipservizi.it, on condition that are signed electronically and accompanied by information that identifies the person making the filing or transmitting the lists.

Lists will be ignored on failure to comply with all the instructions contained in current legislation and regulations and in art. 25 of the Articles of Association.

* * *

- Determination of remuneration

The Shareholders' Meeting is also required to fix the annual remuneration of the Chairman of the Board of Statutory Auditors and of each Serving Statutory Auditor.

In this regard and as explained in the remuneration policy set out in the related report prepared pursuant to art. 123-ter TUF and in conformity with art. 2402 of the Italian Civil Code, the remuneration of the Board of Statutory Auditors is fixed, acting on a proposal from the Board, on appointment at the Shareholders' Meeting. The Board makes this proposal based on the following elements:

a) the current tariffs for the sector, if any;

• b) comparison with the remuneration paid to the control bodies of other companies in the sector of similar size;
• c) the commitment required and the significance of the role played by each member.

As established by law and consistent with the control role played by the Board of Statutory Auditors, the remuneration is paid annually and remains fixed until the mandate expires.

The Board of Statutory Auditors does not receive any variable compensation.

Accordingly, having regard for the above criteria, the Board of Directors proposes fixing the remuneration of the new body, for the entire duration of its mandate, at the total annual amount of Euro 31,500.00 (thirty-onethousandfivehundred/00) for the Chairman and Euro 21,000.00 (twentyonethousand/00) for each Serving Statutory Auditor.

Given the above, your approval is requested for the following

proposed resolutions

4.1. "The Shareholders' Meeting of El.En. Società per Azioni with registered office at via Baldanzese 17, Calenzano

		approves
I - the appointment as Serving Statutory Auditors of Messrs:
			1) ____ born in __ on__, resident at __,
__, Tax Code ____, ______ citizen;
			2) ____ born in __ on__, resident at __,
__, Tax Code ____, ______ citizen;
			3) ____ born in __ on__, resident at __,
__, Tax Code ____, ______ citizen;
(complete with the identification details of the candidates)
II - the appointment as Alternate Statutory Auditors of Messrs:
			1) ____ born in __ on__, resident at __,
__, Tax Code ____, ______ citizen;
			2) ____ born in __ on__, resident at __,
__, Tax Code ____, ______ citizen;

- the appointment of the above for three years and, therefore, until the date of the Shareholders' Meeting called to approve the financial statements for 2024 (twothousandandtwenty-four)"

4.2. "The Shareholders' Meeting of El.En. Società per Azioni with registered office at via Baldanzese 17, Calenzano

approves - the appointment as Chairman of the Board of Statutory Auditors of ______________ being the first person on the __________________ list presented by _______________;¹

4.3. "The Shareholders' Meeting of El.En. Società per Azioni with registered office at via Baldanzese 17, Calenzano

approves

- fixing the total annual remuneration of the serving members of the Board of Statutory Auditors, for the entire duration of its mandate, at Euro 31,500.00 (thirty-onethousandfivehundred/00) for the Chairman and Euro 21,000.00 (twenty-onethousand/00) for each Serving Statutory Auditor".

* * *

1 The clause "being the first person on the __________________ list presented by _______________" will be deleted if no minority lists are presented.

From today, this documentation is filed at the registered office, with Borsa Italiana s.p.a., on the corporate website www.elengroup.com in the section on Investor Relations/governance/documenti assembleari/2022/ASSEMBLEA ORDINARIA E STRAORDINARIA 29 APRILE 2022 – 3 MAGGIO 2022, and on the website of the authorised storage mechanism . The documentation is available to all shareholders, who are entitled to examine it and, at their own expense, obtain a printed copy.

Calenzano, 18 March 2022

For the Board of Directors The Chairman Gabriele Clementi