Landi Renzo

Share Issue/Capital Change • Dec 20, 2024

Extract pursuant to Article 122 of Legislative Decree No. 58 of February 24, 1998 (the "TUF") and Articles 129 and 131 of CONSOB Regulation No. 11971/1999 (the "Issuers' Regulation")

Notice is hereby given that, on December 18, 2024 (the "Closing Date"), pursuant to the provisions of the investment agreement entered into on August 1, 2024 between GBD Green by definition S.p.A. ("GBD"), in its capacity as majority shareholder of Landi Renzo S.p.A. a joint-stock company with registered office in Cavriago, Frazione Corte Tegge (Reggio Emilia), via Nobel 2/4, tax code and registration number with the Companies' Register of Reggio Emilia no. 00523300358, listed on the STAR segment of the Euronext Milan market organised and managed by Borsa Italiana S.p.A. ("LRG"), on one hand, and Invitalia - Agenzia nazionale per l'attrazione degli investimenti e lo sviluppo d'impresa S.p.A. ("Invitalia" and jointly with GBD, the "Parties"), in its capacity as the managing entity ex lege of Fondo salvaguardia imprese promoted by the Ministry of Enterprise and Made in Italy (the "Fund"), on the other hand, as well as, limited to certain provisions of the Investment Agreement (as defined below), Girefin S.p.A. ("Girefin"), Gireimm S.r.l. ("Gireimm" and, together with Girefin, the "Landi Shareholders") and Itaca GAS S.r.l, ("Itaca GAS" and, jointly with the Landi Shareholders, the "GBD Shareholders") (the "Investment Agreement"), a capital increase transaction was completed, providing for, inter alia, the Fund's entry into LRG's shareholding structure, in the context of a financial optimization project with the reshaping of LRG's medium and long-term financing arrangements (the "Transaction"), which was approved by LRG's Board of Directors on July 17, 2024.

In the context of the Transaction and pursuant to the obligations set forth in the Investment Agreement, which contains certain relevant provisions pursuant to Article 122, paragraph 1, of the Consolidated Law on Finance, the following were therefore carried out: (i) a capital increase of LRG, for cash, to be offered under option to the shareholders pursuant to Article 2441 of the Italian Civil Code, for a total of Euro 25,000,000.00, including share premium, through the issuance of ordinary shares having the same characteristics as those in circulation, which was concluded with the subscription of no. 10,436,965 new LRG shares, for a countervalue of Euro 20,706,938.56; and (ii) a capital increase of LRG, for cash, indivisible and reserved for subscription to the shareholders, for a total of Euro 25,000,000.00, including share premium, through the issuance of ordinary shares having the same characteristics as those in circulation, which was concluded with the subscription of no. 10,436,965 new LRG shares, for a total of Euro 20,706,938.56; and (ii) a capital increase in LRG's share capital, indivisible and in cash, reserved for subscription to Invitalia, equal to Euro 20,000,000.00, including share premium, through the issuance of category shares, unlisted, incorporating certain special rights described below (the "Category A Shares"), which was concluded with the full subscription of the Category A Shares offered to Invitalia.

Furthermore, in compliance with the obligations set forth in the Investment Agreement, on the Closing Date: (i) Landi Shareholders and Itaca GAS signed an amending agreement (the "Amending Agreement") to the shareholders' agreement entered into between them on July 14, 2022 (the "GBD Shareholders' Agreement") which regulates, inter alia, the circulation of GBD shares and the governance of GBD and LRG and which is relevant pursuant to art. 122, paragraphs 1 and 5, of the Consolidated Law on Finance (for further information on the GBD Shareholders' Agreement, please make reference to the essential information published today and available on LRG's website at the following address: www.landirenzogroup.com, Investors); (ii) the GBD Shareholders have entered into a shareholders' agreement with Invitalia (the "Shareholders GBD Invitalia Shareholders' Agreement"), which regulates certain obligations of the GBD Shareholders with reference to the circulation of the shares of GBD and which is relevant pursuant to art. 122, paragraph 5, of the Consolidated Law on Finance; and (iii) GBD and Invitalia have entered into a shareholders' agreement (the "GBD Invitalia Shareholders' Agreement") regulating certain rules relating to the circulation of the shares held by them in LRG as well as certain rights of Invitalia, applicable until (a) the latter holds a number of shares representing at least 5% of the LRG's share capital and/or (b) the GBD Shareholders hold, directly and/or indirectly, a total number of shares representing at least 20% of the share capital of LRG, and which is relevant under Article 122, paragraphs 1 and 5, of the Consolidated Law on Finance.

As a result of the Transaction, the Landi Shareholders maintain, through the control of GBD (which as of today holds 23,554,405 LRG shares corresponding to approximately 54.755% of the share capital and to 54.754% of the voting rights), their sole and exclusive control over LRG, since no change in LRG's control structure or a definition of ownership structures such as to give rise to joint control over LRG is envisaged. Invitalia, as of today, holds no. 10,080,646 unlisted special category A shares, corresponding approximately to 23.434% of the share capital and to 23.433% of the voting rights.

For a more detailed description of the Investment Agreement, the Shareholders GBD Invitalia Shareholders' Agreement and the GBD Invitalia Shareholders' Agreement, please make reference to the respective essential information published today pursuant to article 131 of the Regulation on Issuers on LRG's website (www.landirenzogroup.com, Investors). For a more detailed description of the Amending Agreement and the GBD Shareholders' Agreement (as it will be amended by the Amending Agreement), please make reference to the amendments to the essential information published today pursuant to Article 131 of the Issuers' Regulation on LRG's website (www.landirenzogroup.com, Investors).

Cavriago, December 20, 2024.