Hera — Governance Information 2020

Apr 8, 2020

List of candidates for the Board of Statutory Auditors of Hera S.p.A.

With regard to the Shareholders' Meeting of Hera S.p.A., (the "Company") called on 29th April 2020 with a single call, at 10.00 am, in Bologna at the "Spazio Hera" located in the Company's offices, viale C. Berti no. 2/4, in order to approve, among other things, the appointment of the Company's Board of Statutory Auditors, the shareholder Gruppo Società Gas Rimini S.p.A, Tax Code and VAT No. 00126550409, with headquarters in Rimini, Via Chiabrera no. 34/D, which holds over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera S.p.A., in compliance with the provisions of art. 26 of the Company's Articles of Association,

HEREBY DEPOSITS

the following list of candidates for the position of member of the Board of Statutory Auditors that it intends to present for appointment to the aforementioned Shareholders' Meeting:

• 1. ELISABETTA BALDAZZI (standing auditor)
• 1. ALESSANDRO LEVONI (alternate auditor)

In compliance with the provisions of article 26 of the Company's Articles of Association, we hereby also deposit the following documents:

• 1) statement relative to the non-existence of any agreements or connections of any kind with other shareholders that have presented other lists;
• 2) curriculum vitae and identity document of the candidates;
• 3) Irrevocable acceptance of the appointment by the candidates and statement, under their own responsibility, that there are no grounds for their

ineligibility, forfeiture or incompatibility as foreseen by law, as well as their possession of the good standing and professional requirements foreseen by law for members of the Board of Statutory Auditors.

4) List of the management and control positions held by the candidates in other companies.

Rimini, 2nd April 2020

Gruppo Società Gas Rimini S.p.A. Micaela Dionigi (handwritten signature) The Chairman –Gasrimini Holding S.p.A. Micaela Dionigi as representative of Gasrimini Holding S.p.A.

Certification of the percentage held in Hera S.p.A.

With regard to the Shareholders' Meeting of Hera S.p.A., (the "Company") called on 29th April 2020 with a single call, at 10.00 am, in Bologna at the "Spazio Hera" located in the Company's offices, viale C. Berti ì no. 2/4, in order to approve, among other things, the appointment of the Company's Board of Statutory Auditors,

WHEREAS

the shareholder Gruppo Società Gas Rimini S.p.A., tax code and VAT No. 00126550409, with headquarters in Rimini, Via Chiabrera no. 34/D, which holds 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera S.p.A., is presenting a list of candidates for the Board of Statutory Auditors in compliance with the provisions of art. 25 and 26 of the Company's Articles of Association

STATES

that, on the date of the deposit of the list of candidates for the Board of Statutory Auditors, it owned no. 30,771,269 ordinary shares of Hera S.p.A., equal to 2.065825% of the Company's share capital all of which are loyalty shares in accordance with art. 6 of the Articles of Association.

Rimini, 31stMarch 2020

Micaela Dionigi (handwritten signature)

The Chairman –Gasrimini Holding S.p.A. Micaela Dionigi as representative of Gasrimini Holding S.p.A.

Certification of the lack of agreements or connections

With regard to the Shareholders' Meeting of HERA S.p.A. (the "Company"), called on 29th April 2020 in a single call, at 10.00 am in Bologna, at the "Spazio Hera" located in the Company's offices, viale C. Berti Pichat no. 2/4, in order to approve, among other things, the appointment of the Company's Board of Statutory Auditors,

WHEREAS

the shareholder Gruppo Società Gas Rimini S.p.A, Tax Code and VAT No. 00126550409, with headquarters in Rimini, Via Chiabrera no. 34/D, which holds in excess of 1% of the shares with voting rights in the Ordinary Shareholders' Meeting, hereby deposits a list of candidates for the Board of Statutory Auditors in compliance with the provisions of art. 26 of the Company's Articles of Association,

HEREBY STATES

that there are no agreements or connections of any kind with any other shareholders who may have presented other lists.

Rimini, 31stMarch 2020

Micaela Dionigi (handwritten signature) The Chairman –Gasrimini Holding S.p.A. Micaela Dionigi as representative of Gasrimini Holding S.p.A.

IRREVOCABLE ACCEPTANCE OF THE POST OF MEMBER OF THE BOARD OF STATUTORY AUDITORS SHAREHOLDERS' MEETING OF 29 APRIL 2020

The undersigned ELISABETTA BALDAZZI, born in Castel San Pietro Terme (BO) on 14/10/1979, as a candidate for the appointment as member of the Board of Statutory Auditors of Hera S.p.A. with headquarters in Viale Carlo Berti Pichat no. 2/4, 40127 Bologna, registered in the Registry of Companies of Bologna as no. 04245520376, pursuant to and in accordance with art. 25 and 26 of the Articles of Association,

HEREBY STATES

• that, if appointed pursuant to art. 26 of the Articles of Association, she shall accept the position as member of the Board of Statutory Auditors of Hera S.p.A.;
• that she is unaware of any grounds that may lead to ineligibility and/or forfeiture or incompatibility with the post as foreseen by law for members of the Board of Statutory Auditors;
• that she fulfils the good standing and professional requirements foreseen by law for members of the Board of Statutory Auditors;
• that at the current date, she holds the following Management and Supervisory positions in the following Institutions and Companies:

FONDAZIONE CASSA DI RISPARMIO DI IMOLA	Director
FONDAZIONE CASSA DI RISPARMIO DI IMOLA	Member of the Supervisory Body
	(Italian Legislative Decree 231/2001)
FA.TA RICAMBI S.P.A. – Valsamoggia (BO)	Standing Auditor
EURORICAMBI S.P.A. – Valsamoggia (BO)	Standing Auditor
EUROTEC S.R.L. - Valsamoggia (BO)	Sole Statutory External Auditor
A.M. GEARS S.R.L. – Valsamoggia (BO)	Sole Statutory External Auditor
SIMONI RACING S.P.A. – Mirabello (FE)	Standing Auditor and Accountant
LUGO TERMINAL S.P.A. – Mirabello (FE)	Standing Auditor and Accountant

A copy of my curriculum vitae and a photocopy of my identity document are attached hereto.

Imola, 30th March 2020

In witness whereof, Elisabetta Baldazzi (signature)

CURRICULUM VITAE

Elisabetta Baldazzi

Personal Information

Place and date of birth Castel S. Pietro Terme (BO), 14thOctober 1979

EDUCATION AND TRAINING

• 1998 Language High School Diploma vote 60/60
• 2002 Cum Laude Degree in Economics and Business –specialising in professional economics –from the University of Bologna, with a thesis on Actuarial Mathematics prepared within the context of a 9 month Erasmus project at the Paris Nanterre University;
• October 2005/October 2006 –Master Degree in Finance and Management Supervision organised by Profingest Management School and Alma Graduate School of Bologna;
• 2006 –Registered with the Order of Chartered Accountants and Accounting Experts of Bologna as no. 2179/A;
• 2006 –Registered in the Register of Auditors as no. 142988 Ministerial Decree 17/04/2007, published in the Official Journal of the Italian Republic, supplement no. 34 of 27thApril 2007.

PROFESSIONAL EXPERIENCE AND POSITIONS HELD

• Between 2002 and 2008 she engaged in professional and corporate, administrative, accounting, tax, financial and management supervision consultancy activities with the Accounting firm Studio Palmieri Commercialisti Associati, Via delle Belle Arti, no. 8, Bologna;
• in 2008 she set up her own professional firm in Imola (BO);
• in 2012 she became a member of the Steering Committee of O.P.I. Imola –Imola Professional Observatory;
• as of 2013 she has been collaborating with the Court of Ravenna as an officially appointed technical legal advisor;
• in 2013 she became a shareholder of the Fondazione Cassa di Risparmio di Imola;
• since 13/06/2016 she has been a member of the Board of Directors of the Fondazione Cassa di Risparmio di Imola;
• she has held the post of director in joint-stock companies;
• she is an auditor, and a member of the Board of Statutory Auditors, in a few important businesses undertaking in the Emilia-Romagna region.

(initialled)

She currently holds management and supervision positions in the following Companies or Institutions:

FONDAZIONE CASSA DI RISPARMIO DI IMOLA	Director
FONDAZIONE CASSA DI RISPARMIO DI IMOLA	Member of the Supervisory Organism
	(Italian Legislative Decree no. 231/2001)
FA.TA RICAMBI S.P.A. – Valsamoggia (BO)	Standing Auditor
EURORICAMBI S.P.A. –Valsamoggia (BO)	Standing Auditor
EUROTEC S.R.L.- Valsamoggia (BO)	Sole Statutory External Auditor
A.M. GEARS S.R.L. –Valsamoggia (BO)	Sole Statutory External Auditor
SIMONI RACING S.P.A. – Mirabello (FE)	Standing Auditor and Accountant
LUGO TERMINAL S.P.A. – Mirabello (FE)	Standing Auditor and Accountant
CULLIGAN ITALIANA S.P.A. – Cadriano di Granarolo Emilia	Alternate auditor
CULLINGAN HOLDING ITALY S.P.A. – Cadriano di Granarolo	Alternate auditor
Emilia
ATTI S.P.A. – Bentivoglio (BO)	Alternate auditor
MELANERA S.P.A. – Argelato (BO)	Alternate auditor
PASTIFICIO MEDITERRANEA S.R.L. – Bologna	Alternate auditor
ALEX S.P.A. – Bentivoglio (BO)	Alternate auditor

AREAS OF COMPETENCE

• Accounting consultancy provides consultancy services for companies, in order to solve accounting issues, with a view to the drafting of financial statements and interim statements, and is particularly engaged in consultancy regarding national and international accounting principles and technical consultancies in relation to litigation s.
• Consultancy for extraordinary company operations, with particular reference to operations involving:
  • o Mergers, demergers and business transfers
  • o Purchase and sale of interests
  • o Company reorganisation
  • o Reverse mergers and outsourcing
• Consultancy related to the valuation of companies and company assets, with particular reference to:
  • o Company and shareholding valuations
  • o Due diligence activities
  • o Drafting of reports and estimates required by current legislation
  • o Tax revaluation of shareholdings
• Tax consultancy:
  • o National tax planning
  • o Consultancy on matters regarding transfer pricing policies
  • o Providing assistance to companies during tax inspections and presentation of appeals to the Inland Revenue Office.
  • o Tax litigation
• Consultancy for company groups with a small shareholder base:
  • o Assistance with generational succession operations and rationalisation of family assets

PERSONAL EXPERTISE AND COMPETENCE

IT COMPETENCE		Excellent understanding of Windows operating systems and Microsoft software
	(word, excel, power point, access, outlook, Internet explorer)
	Excellent understanding of the Profis di Sistemi software
LANGUAGE SKILLS	•ENGLISH	good
	• FRENCH	good
	• GERMAN	basic

SPORTS SKILLS Has played tennis at a professional level and has been included in the national rankings; she was runner up in the Italian Under 18 team championships; during her university years she took part in the National University Championships (year 1999: runner up). Italian Chartered Accountant Champion in the 2004/2005 season.

I authorise the processing of my personal data pursuant to Italian Legislative Decree no 196 of 2003 as amended and of the GDPR (EU Regulation 679/2016)

Elisabetta Baldazzi (Signature)

IRREVOCABLE ACCEPTANCE OF THE POST OF MEMBER OF THE BOARD OF STATUTORY AUDITORS SHAREHOLDERS' MEETING OF 29thAPRIL 2020

The undersigned Alessandro Levoni, born in Modena on 17th May 1980, as a candidate for the appointment as member of the Board of Statutory Auditors of Hera S.p.A. with headquarters in Viale Carlo Berti Pichat no. 2/4, 40127 Bologna, registered in the Registry of Companies of Bologna as no. 04245520376, pursuant to and in accordance with art. 25 and 26 of the Articles of Association,

HEREBY STATES

• that, if appointed pursuant to art. 26 of the Articles of Association, he shall accept the position as member of the Board of Statutory Auditors of Hera S.p.A.;
• that he is unaware of any grounds that may lead to ineligibility and/or forfeiture or incompatibility with the post as foreseen by law for members of the Board of Statutory Auditors;
• that he fulfils the good standing and professional requirements foreseen by law for members of the Board of Statutory Auditors;
• that at the current date, he holds the following Management and Supervisory positions in the following Institutions and Companies:
  • o CCC, Consorzio Cooperative Costruzioni, Board Director
  • o Sichenia Gruppo Ceramiche SpA, Board Director;
  • o Fondazione Collegio San Carlo; Standing Auditor
  • o Bertolini Carburanti SpA, Standing Auditor

A copy of my curriculum vitae and a photocopy of my identity document are attached hereto.

Modena, 30th March 2020

In witness whereof, (signed, illegible)

EUROPEAN FORMAT FOR THE CURRICULUM VITAE
PERSONAL INFORMATION Name Address	ALESSANDRO LEVONI VIA CARDUCCI N. 4 – 41051 CASTELNUOVO RANGONE (MO) MONTALE HAMLET
Nationality Date of birth	Italian 17thMay 1980
WORK EXPERIENCE
• Date (from –to) • Name and address of Employer • Type of business or sector	From January 2018 –to the present Studio Professionisti SS STP - Largo Garibaldi no. 2 Modena Management, tax, corporate and financial professional consultancy. A professional partnership
• Occupation or position held • Main activities and responsibilities	Partner As of 2018 he became a part of Studio Professionisti as a partner, continuing to carry out his professional activities as a Chartered Accountant and mainly engaged in consultancy on civil, financial and bankruptcy issues, often by providing assistance in the drafting of industrial and financial plans for M&A operations or helping to turn around companies in trouble, as well as a number of procedures required by bankruptcy legislation.
• Date (from –to) • Name and address of Employer • Type of business or sector	From March 2011 to December 2017 Studio Levoni Dott. Alessandro –Corso Canalgrande, no. 64, Modena Professional consultancy firm
• Occupation or position held • Main activities and responsibilities	Owner Between 2011 and 2017, he was engaged in his professional activities as a Chartered Accountant at his own firm in Modena, Corso Canalgrande, no. 64, mainly engaged in consultancy on civil, financial and bankruptcy issues, often by providing assistance in the drafting of industrial and financial plans for corporate redevelopment and reorganisation of companies in dire financial straits as well as a number of procedures foreseen by bankruptcy legislation. Main cases handled: Certification of Plan 182 bis Financial Legislation of a subsidiary company Marazzi S.p.A. (Ravenna Mill), Certification of Plan 182 bis Financial Legislation of the Farmaplant company of Modena, Certification of arrangement with creditors Fox Bompiani S.p.A. of Modena, Certification of arrangements with creditors Trombini Group of Ravenna, Certification of arrangement with creditors EEMS Italia S.p.A. of Rieti, Expert jointly appointed to draft and present the approved arrangement with creditors of the

	So.Co.Gen S.p.A company, Expert jointly appointed to draft and present the approved arrangement with creditors of the Industria Casearia Pelloni S.p.A., co-advisor, financial recovery plan pursuant to art. 67 of the Law on Finance (signed in May 2012) for the SAIM company, Co-financial advisor of the recovery plan pursuant to art. 67 of the Law on Finance (signed in December 2016) for the company COOPBOX, Financial Advisor for the Recovery Plan of the solvent Azienda Agricola I Giardini del Duca, part of the Pelloni Group, financial advisor for the Recovery Plan of the Di Matteo Group. Financial Advisor for the Recovery Plan of the Co.Ge.Fer Group. Appointed as Standing Auditor for a number of companies, including multinationals Appointed as Independent Director for a number of companies, including cooperatives. Collaboration with the University of Modena, Economics and Business Department, at first with prof. Mauro Zavani (Accounting), then with prof. Fabrizio Corsini (Corporate Finance Law)
• Date (from –to) • Name and address of Employer	From January 2009 to February 2011 Studio Dott. Marco Bagni –Strada Vignolese, no. 1175 Modena
• Type of business or sector	Consultancy Firm
• Occupation or position held • Main activities and responsibilities	Collaborator From 2009 to 2011 he collaborated with the Studio Bagni located in Modena, carrying out standard consultancy on civil and tax matters developing his specialisation in consultancies addressing bankruptcy proceedings and recovery plans and debt restructuring pursuant to the Law on Finance. Main clients: Restructuring of the GB Ricambi Group, Arrangement Fincuoghi, Arrangement Impronta Italgraniti, Consultancy for the La Veggia Group.
• Date (from –to)	From January 2005 to December 2008
• Name and address of Employer • Type of business or sector	Studio Commercialisti Modena Rossini Orienti Baraldi & Partners– Strada delle Fornaci, no. 20 Modena Consultancy firm
• Occupation or position held	Collaborator
• Main activities and responsibilities	From 2005 to 2008 he collaborated with the Studio Commercialisti Modena, carrying out standard consultancy on civil and fiscal matters and developing his specialisation in consultancy for Groups and financial consultancy, specifically by providing assistance and drafting industrial and financial plans for M&A operations, IPO procedures and recovery and debt restructuring plans pursuant to the Law on Finance; without ceasing to collaborate with the PriceWaterhouseCooper auditing company as a Freelance and thus acquiring the qualification as a Senior while operating in the field of Accounts Audits, IAS Transactions and Corporate Financial Statements. Main clients: Gruppo Colli (Supervision for La Patria and Sistemi Integrati), Ceramiche Ricchetti Group, Ceramiche RondineGroup, TrelleborgGroup, FlorimGroup,Masi (M.D. Micro Detectors – Cistelaier –Metalsider) Group, GB Ricambi Group, Ceramiche Sadon.
• Date (from –to) • Name and address of	From September 2004 to January 2005 PriceWaterhouseCooper –Bologna office
Employer Pagina 1 Curriculum Vitae

for Alessandro Levoni

• Type of business or sector • Occupation or position held • Main activities and responsibilities	Account auditing and consultancy firm Intern Between 2004 and 2005was employed by the PriceWaterhouseCooper auditing firm where he acquired experience in auditing listed companies. Main clients: ParmalatGroup, Gambro Group, Serenissima CIR Industrie Ceramiche, Ricchetti Group, Busi Impianti, Meck Track (Caterpillar Group).
EDUCATION AND TRAINING
• Date (from –to) • Name and type of organisation providing education and training	November 2019 "Induction session for Managers and Auditors of listed companies" organised by Assogestioni
• Principal subject/occupational skills covered	A training programme on the tasks and responsibilities inherent to the post of member of a management or supervisory body of listed companies, in line with the recommendations of the Code of Self Regulation. The training programme is mainly designed for members of management or supervisory bodies of listed companies, the secretaries of boards and the representatives of the company structures that support said bodies, but it can also be attended by professionals. The course, in line with the Code of Self-Regulation, provides top level training in corporate governance with specific focus on: The Code of Self-Regulation, the tasks and responsibilities of managers and auditors, the operations with related parties and remuneration, risk mapping, investor relations and company communications.
• Title of qualification obtained • Level of national qualification obtained (if pertinent)	None None
• Date (from –to) • Name or type of educational or training institute	From February 2005 to September 2008 Internship at the Studio Commercialisti Modena
• Main subjects / professional skills studied	From 2005 to 2008 he collaborated with the Studio Commercialisti Modena carrying out standard consultancy on civil and tax matters and developing his specialisation in consultancy for Groups and financial consultancy for the drafting of industrial and financial plans for M&A operations, IPO procedures and recovery and debt restructuring plans pursuant to the Law on Finance; without ceasing to collaborate with the PriceWaterhouseCooper auditing company as a Freelance and thus acquiring the qualification as a Senior while operating in the field of Accounts Audits, IAS Transactions and Corporate Financial Statements.
• Title of qualification obtained • Level of national qualification obtained (if pertinent)	Chartered Accountant and Auditor None

• Date (from – to) From September 2004 to January 2005

Pagina 1 Curriculum Vitae for Alessandro Levoni

• Name and type of organisation providing education and training • Principal subject/occupational skills covered • Title of qualification obtained • Level of national qualification obtained (if pertinent)	Internship at PriceWaterhouseCoopers From 2004 to 2005 he was employed by the PriceWaterhouseCoopers auditing firm where he acquired experience in auditing of listed Groups. Main clients: ParmalatGroup, Gambro Group, Serenissima CIR Industrie Ceramiche, RicchettiGroup, Busi Impianti, Meck Track (Caterpillar Group). None None
• Date (from – to) Name and type of organisation providing education and training • Principal subject/occupational skills covered • Title of qualification obtained • Level of national qualification obtained (if pertinent)	From September 1999 to July 2004 Modena and Reggio Emilia University –Department of Business Administration Specialisation in International Marketing Degree in Business Administration None
• Date (from – to) • Name and type of organisation providing education and training • Principal subject/occupational skills covered • Title of qualification obtained • Level of national qualification obtained (if pertinent)	From September 1994 to July 1999 Istituto Tecnico Provinciale "Enrico Fermi" Electronics and Telecommunications Expert in Electronics and Telecommunications None

PERSONAL ABILITIES AND COMPETENCES Acquired in the course of life and career but not necessarily covered by formal certificates or diplomas
MOTHER TONGUE	ITALIAN
OTHER LANGUAGES
• Reading skills •Writing skills •Verbal skills SOCIAL SKILLS AND	ENGLISH Good Good Good HAVING BEEN TRAINED IN A MULTINATIONAL COMPANY WITH ITS HEAD OFFICES
COMPETENCES Living and working with other people, in a multicultural environment, in positions in where communication is important and situations where teamwork is essential (for example culture and sport), etc.	IN THE USA, HE HAS DEVELOPED MARKED RELATIONAL SKILLS AND ABILITIES. HIS PROFESSIONAL DEVELOPMENT HAS THEN LED HIM TO SECURE MANAGEMENT ROLES WHICH INVOLVE EXCHANGES WITH WORK PARTNERS
ORGANISATIONAL SKILLS AND COMPETENCES Coordination and administration of people, projects and budgets; at work, in voluntary work (i.e. culture and sport) and at home, etc.	HAS DEVELOPED SKILLS IN HUMAN RESOURCE MANAGEMENT, WORK TEAMS, EMPLOYEE AND COLLABORATOR MANAGEMENT, SPECIALISATION IN ADMINISTRATIVE, MANAGEMENT OVERSIGHT AND FINANCE, ESPECIALLY IN A WORK CONTEXT.
TECHNICAL SKILLS AND COMPETENCES Using computers, specific equipment, machinery, etc.	THOROUGH UNDERSTANDING OF WINDOWS AND MAC OPERATING SYSTEMS, OF THE MAIN AND MOST WIDESPREAD APPLICATIONS (FOR EXAMPLE OFFICE, WORD, EXCEL, POWER POINT, ETC.), THROUGH UNDERSTANDING OF ACCOUNTING AND CORPORATE MANAGEMENT SOFTWARE (FOR EXAMPLE SAP, TEAMSYSTEM, OSRA, ETC.)
ARTISTIC SKILLS AND COMPETENCES	ATTENDED MUSIC SCHOOL FOR THREE YEARS LEARNING SOLFEGE TECHNIQUES FOR THE PURPOSE OF LEARNING THE CLARINET ACQUIRED AT THE MUSIC SCHOOL OF THE SPILAMBERTO (MO) COUNCIL BAND
OTHER SKILLS AND COMPETENCES Skills not mentioned above	N.A.
DRIVING LICENSE(S)	B class driving license, own vehicle
FURTHER INFORMATION	N.A.
ATTACHMENTS	N.A. (Illegible signature)