El.En.

Proxy Solicitation & Information Statement • Apr 15, 2024

El.En S.p.A. – Ordinary and Extraordinary Shareholders' Meeting April 29th / May 6th, 2024 – Proxy form and Voting instructions to Computershare S.p.A. pursuant article 135-undecies of Italian Legislative Decree no. 58/98

which is the only subject legitimately entitled

El.En S.p.A. (the Company) has appointed Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and 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, to collect proxies for the Ordinary and Extraordinary Shareholders' Meeting convened on April 29th, 2024 in first call, and on May 6th, 2024 in second call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's website www.elengroup.com.

The proxy and voting instructions, to be conferred by April 25th, in case of first call and May 2nd, 2024, in case of second call, may be revoked within the same date with the procedures used for the conferral.

Conferral of proxy and voting instructions by signing and submitting this form is free of charge, except where transmission or postal charges apply.

Art. 135-decies of Legislative Decree 58/98 (Conflicts of interest of representative and substitute)

Computershare S.p.A., acting as Appointed Representative, is not subject to any conflicts of interest as defined under Article 135-decies of Legislative Decree 58/98. However, in the event of unknown circumstances or in the event of amendment or integration to the motions presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received.

	Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare	PROXY FORM		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)  pledgee – 	entitled to exercise the voting right at 18/04/2024 (Record Taker in -  beneficiary interest holder - 	as:  registered share holder -  Date) official receiver–  manager – 	legal representative – 	attorney/proxy holder with authority to sub-delegate other (specify) …………………………………………………
	for no* of ordinary shares El.En.
(3)	registered in the name of (natural or legal person)…………………………………………… ……………Place of birth *
	Date of birth * Tax Code/LEI…………………………
Resident in (town/city)			………………………………… 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)		…………………………………………………………………………………………….
provided and DECLARES • •	DELEGATES the above Appointed Representative to attend and vote at the abovementioned general meeting, with reference to the shares that no matter of compatibility or suspension are affecting the right to vote and he/she is aware that: the proposals in relation to which voting instructions have been conferred. legitimate attendance and voting, has been received by the Company before the start of the meeting works			above, in accordance with the instructions the proxy to the Appointed Representative may contain voting instructions even on just a number of proposals on the agenda and that, in this event, the vote shall be exercised only for the proxy will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to
DATE	(type)* Form of identification (6)	Issued by *	no. *	SIGNATURE

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 requested by phone at no. +39 011 0923200.

El.En S.p.A. – Ordinary and Extraordinary Shareholders' Meeting April 29th / May 6th, 2024 –

Proxy form and Voting instructions to Computershare S.p.A. pursuant article 135-undecies of Italian Legislative Decree no. 58/98

which is the only subject legitimately entitled

VOTING INSTRUCTIONS

(For use of Appointed Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)

The undersigned (7)

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

	VOTING INSTRUCTIONS
(9) RESOLUTIONS TO BE VOTED	(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 Section A (9)	F	C	A

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

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

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

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

El.En S.p.A. – Ordinary and Extraordinary Shareholders' Meeting April 29th / May 6th, 2024 –

Proxy form and Voting instructions to Computershare S.p.A. pursuant article 135-undecies of Italian Legislative Decree no. 58/98 which is the only subject legitimately entitled

0080. (item 3.4 of Agenda) Appointment of the President
– vote for proposal presented by shareholder Andrea Cangioli included in the list n. 1 (10) Section A2	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
Section A – vote for resolution proposed by the Board of Directors (9)	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
Section A – vote for resolution proposed by the Board of Directors (9)	F	C	A

El.En S.p.A. – Ordinary and Extraordinary Shareholders' Meeting April 29th / May 6th, 2024 –

Proxy form and Voting instructions to Computershare S.p.A. pursuant article 135-undecies of Italian Legislative Decree no. 58/98

which is the only subject legitimately entitled

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 second open market day preceding the effective date of 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 Torino, as soon as possible;
  • 4) Via FAX: number +39 011 0923202.

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.
• 3. 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. Pursuant to article 135-undecies, subsection 3, of Italian Legislative Decree no. 58/1998, "Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried".
• 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.

which is the only subject legitimately entitled

Italian Legislative Decree no. 58/98 (T.U.F) Article 135-decies

(Conflict of interest of the representative and substitutes)

1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.

2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

a) has sole or joint control of the company, or is controlled or is subject to joint control by that company;

b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;

c) is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);

d) is an employee or auditor of the company or of the persons indicated in paragraph a);

e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);

f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.

1. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.

2. This article shall also apply in cases of share transfer by proxy.

Article 135-undecies

(Appointed representative of a listed company)

1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.

2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.

3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.

4. The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.

5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Law-Decree nr. 18 on March 17th, 2020

Art. 106 (Rules relating to the conduct of Company Shareholders' meetings)

[...] 4. To attend ordinary or extraordinary Shareholders' Meetings, Companies with listed shares can designate the Representative pursuant to article 135-undecies of Italian Legislative Decree nr. 58 on 24 February 1998, even if the Articles of Association decree otherwise. The Companies can also provide in the notice calling the Shareholders' meeting that the Appointed Representative pursuant to article 135-undecies of the Italian Legislative Decree n. 58, on 24 February 1998, will be the only subject entitled to attend the Meeting; to the aforementioned Appointed Representative may also be confer proxies or subdelegations pursuant to article 135-novies of the Italian Legislative Decree n. 58, on 24 February 1998, notwithstanding the provision of art. 135-undecies, paragraph 4, of the same Decree.

1. Paragraph 4 also applies to companies admitted on a multilateral trading system and to Companies with financial instruments widely distributed among the public.

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), 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.

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.