Elica

Related Party Transaction • Jul 26, 2022

Notice of termination of the shareholders' agreement signed on July 24, 2019 and extract from the new shareholders' agreement communicated to Consob pursuant to Article 122 of Legislative Decree No. 58 of February 24, 1998 (the "CFA") and Articles 129 and subsequent of the Regulations referred to in Consob Resolution No. 11971/1999 (the "Issuers' Regulation") as subsequently amended and supplemented.

Pursuant to the provisions of Article 122 of the CFA and Articles 129 and subsequent of the Issuers' Regulation, FAN S.r.l., a company incorporated under Italian law, with registered office in Rome, Via Parigi No. 11, registered with the Companies' Register of Rome, tax code 10379911000 ("FAN"), controlling shareholder of Elica S.p.A., a company listed on the Euronext STAR Milan segment of Borsa Italiana S.p.A. ("Elica"), and Tamburi Investment Partners S.p.A., a company incorporated under Italian law, with registered office in Milan, Via Pontaccio 10, registered with the Companies Register of Milan, tax code 10869270156, whose shares are traded on the Euronext STAR Milan segment of Borsa Italiana S.p.A. ("TIP") announce:

• the signing, on July 22, 2022, of a new shareholders' agreement (the "Shareholders' Agreement") effective the same day, concerning 9,233,701 Elica shares for TIP and 33,440,445 Elica shares for FAN in order to (i) define certain understandings regarding Elica's corporate governance; (ii) to regulate the mutual rights and duties related to the transfer of the respective interests in Elica's capital; and (iii) to establish a commitment to consult in good faith before casting their votes in Elica's Shareholders' Meeting to identify Elica's best interest (without intending to give rise to any voting obligation);
• the termination of the shareholders' agreement signed by the same parties on July 24, 2019, as a result of the signing of the new shareholders' agreement between the parties.

The Shareholders' Agreement includes commitments of the type described in Article 122 paragraphs 1 and 5 of the CFA.

The Shareholders' Agreement concerns 42,674,146 Elica voting shares representing 67.391% of Elica's entire share capital and 67.753% of the total amount of shares outstanding, divided as follows: (i) FAN: 33,440,445 Elica voting shares representing 52.809% of Elica's entire share capital and 53.093% of the total amount of shares outstanding; (ii) TIP: 9,233,701 Elica voting shares representing 14.582% of Elica's entire share capital and 14.660% of the total amount of shares outstanding.

Beyond the scope of the Shareholders' Agreement, as of July 22, 2022, TIP holds an additional 3,863,299 voting shares representing 6.101% of Elica's entire share capital and 6.134% of the total amount of the shares outstanding.

The Shareholders' Agreement is effective from July 22, 2022 until July 22, 2025. The Agreement stipulates that during the period between the 90th and 60th days before the expiration date - or earlier if requested by one of the shareholders - the shareholders undertake to meet to discuss in good faith the possible extension of the Shareholders' Agreement. It also stipulates that FAN shall have the right to withdraw from the Shareholders' Agreement upon the occurrence of certain events.

This notice and extract is published in the daily newspaper "Italia Oggi" on July 27, 2022 and is also available on the Elica S.p.A. website at https://elica.com/corporation/it/corporate-governance/altridocumenti (which also contains essential information regarding the Shareholders' Agreement, pursuant to Article 130 of the Issuers' Regulation), and on the authorized storage mechanism at .

The text of the Shareholders' Agreement was also filed with the Companies Register of Ancona on July 27, 2022.

Rome-Milan, July 27, 2022