Hera — Governance Information 2023

Apr 6, 2023

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

In relation to the Shareholders' Meeting of HERA s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti no. 2/4, in order to resolve, inter alia, on the appointment of the Board of Statutory Auditors of the Company, the shareholder Gruppo Società Gas Rimini s.p.a., TIN and VAT no. 00126550409, with registered office in Rimini, Via Chiabrera no. 34/D, representing over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera s.p.a., in accordance with the provisions of Articles 25 and 26 of the Company's Articles of Association

SUBMITS

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

• 1. Mr Alberto Spada (standing auditor);
• 1. Ms Elisa Agostini (alternate auditor).

In accordance with the provisions of Article 26 of the Company's Articles of Association, we attach hereto the following documents:

• 1) irrevocable acceptance of the office by the candidates and certification that they possess the requirements for the office, as well as that there are no causes of ineligibility, forfeiture and incompatibility for the office of statutory auditor provided for by law;
• 2) declaration of non-existence of agreements or links of any kind with other shareholders who have submitted other lists;
• 3) certification of possession of all the requirements of integrity and professionalism laid down by the regulations in force for members of the Board of Statutory Auditors, and indication of the offices of director and auditor held in other companies;
• 4) curriculum vitae and identity document of the candidates.

Bologna, 30.03.2023

Gruppo Società Gas Rimini s.p.a.

PROXY FOR THE SUBMISSION OF THE LIST OF CANDIDATES FOR THE OFFICE OF MEMBER OF THE BOARD OF Statutory Auditors of HERA S.P.A.

In relation to the Shareholders' Meeting of HERA s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti no. 2/4, in order to resolve, inter alia, on the appointment of the Board of Statutory Auditors, the shareholder Gruppo Società Gas Rimini s.p.a., with registered office in Rimini, Via Chiabrera 34/d, representing over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of HERA SPA, in accordance with the provisions of Articles 25 and 26 of the Company's Articles of Association

HEREBYAUTHORISES

Bruno Tani, born in Sogliano al Rubicone on 18/09/1949, to submit the list of candidates for the office of member of the Board of Statutory Auditors of Hera s.p.a. proposed by the same company. Yours faithfully, 30/03/2023

Gruppo Società Gas Rimini s.p.a.

Certification of percentage held in Hera s.p.a.

In relation to the Shareholders' Meeting of HERA s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti no. 2/4, in order to resolve, inter alia, on the appointment of the Board of Statutory Auditors of the Company,

WHEREAS

the shareholder Gruppo Società Gas Rimini s.p.a., TIN and VAT no. 00126550409, with registered office in Rimini, Via Chiabrera no. 34/D, representing over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera s.p.a., submits a list of candidates for the Board of Statutory Auditors in accordance with the provisions of Articles 25 and 26 of the Company's Articles of Association

HEREBY DECLARES

• that, as of the date of submitting the list of candidates for the Board of Statutory Auditors, it owns 30,771,269 ordinary shares of Hera s.p.a., equal to 2.065825% of the Company's share capital.

Rimini, 30 March 2023

Certification of non-existence of agreements or links

In relation to the Shareholders' Meeting of HERA s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti no. 2/4, in order to resolve, inter alia, on the appointment of the Board of Statutory Auditors of the Company,

WHEREAS

the shareholder Gruppo Società Gas Rimini s.p.a., TIN and VAT no. 00126550409, with registered office in Rimini, Via Chiabrera no. 34/D, representing over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera s.p.a., submits a list of candidates for the Board of Statutory Auditors in accordance with the provisions of Articles 25 and 26 of the Company's Articles of Association

HEREBY DECLARES

• the non-existence of agreements or links of any kind with other shareholders who have submitted other lists;

Rimini, 30 March 2023

DECLARATION OF IRREVOCABLE ACCEPTANCE OF THE OFFICE OF MEMBER OF THE BOARD OF STATUTORY AUDITORS SHAREHOLDERS' MEETING OF 27 APRIL 2023

I, ALBERTO SPADA, born in Forlì (FC) on 21/06/1970,

as candidate for appointment as member of the Board of Statutory Auditors of Hera s.p.a., with registered office in Viale Carlo Berti Pichat 2/4, 40127 Bologna, registered in the Bologna Companies Register under no. 04245520376, pursuant to and for the purposes of Articles 25 and 26 of the Company's Articles of Association,

HEREBY DECLARE

• that I accept, should I be appointed pursuant to Article 26 of the Articles of Association, the position of member of the Board of Statutory Auditors of Hera s.p.a;
• that I am not aware of the existence of any causes of ineligibility for and/or forfeiture and incompatibilities provided for by law for the office of member of the Board of Statutory Auditors;
• that I possess the requirements of integrity and professionalism prescribed by law for members of the Board of Statutory Auditors;
• that I hold, as of the current date, the following offices as Director and standing member of the Boards of Statutory Auditors in the following Bodies and Companies:

COMPANY	CHAIR	AUDITOR
Adrigas S.p.a. -Rimini:		X
C.e.m. -Cooperativa fra esercenti macellai - Società Cooperativa -Cesena		X
C.e.m. -Cooperativa fra esercenti macellai - Società Cooperativa -Cesena	Supervisory Body 231/2001
Crm S.p.a. -Cesena		X
D.G. Holding S.p.a. -Rimini		X
Gruppo Società Gas Rimini S.p.a. -Rimini		X
Idraulica Emiliana S.p.a. -Cesena		X
Idroexpert S.p.a. -Cesena		X
Menowatt GE S.p.a. - Ascoli Piceno		X
Paresa S.p.a. -Cesena		X
Paresa S.p.A. -Cesena	Supervisory Body 231/2001
So Energia S.p.a. -Milan		X
SGR Servizi S.p.a. -Rimini	*	X
Weedoo S.p.a. - Milan	X

Please find enclosed a copy of my CV and photocopy of my identity document.

Cesena, 28 March 2023

Yours faithfully, [signed]

CURRICULUM VITAE

Alberto Spada, born in Forlì on 21/06/1970.

EDUCATION AND TRAINING

• 1995 Master's degree in Economics and Business at the Università di Bologna;
• 1999 Registered in the Register of Chartered Accountants and Accounting Experts of Forlì since 09/11/1999 under no. 369-A;
• 1999 Associate of the Associate Firm Dr Spada Dr Buda, with registered office in Cesena (FC), Via Padre Vicinio da Sarsina, no. 42, since 16/11/1999;
• 2001 Enrolled in the Register of Auditors under no. 122055 published in the Official Gazette fourth special series no. 67 of 24/08/2001;
• 2022 Member of the Council of the Association of Chartered Accountants and Accounting Experts of Forlì since 23/02/2022;

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

Alberto Spada [signed]

DECLARATION OF IRREVOCABLE ACCEPTANCE OF THE OFFICE OF MEMBER OF THE BOARD OF STATUTORY AUDITORS SHAREHOLDERS' MEETING OF 27 APRIL 2023

I, ELISA AGOSTINI, born in Cesena (FC) on 23/07/1981,

as candidate for appointment as member of the Board of Statutory Auditors of Hera s.p.a., with registered office in Viale Carlo Berti Pichat 2/4, 40127 Bologna, registered in the Bologna Companies Register under no. 04245520376, pursuant to and for the purposes of Articles 25 and 26 of the Company's Articles of Association,

HEREBY DECLARE

• that I accept, should I be appointed pursuant to Article 26 of the Articles of Association, the position of member of the Board of Statutory Auditors of Hera s.p.a;
• that I am not aware of the existence of any causes of ineligibility for and/or forfeiture and incompatibilities provided for by law for the office of member of the Board of Statutory Auditors;
• that I possess the requirements of integrity and professionalism prescribed by law for members of the Board of Statutory Auditors;
• that I hold, as of the current date, the following offices as Director and standing member of the Boards of Statutory Auditors in the following Bodies and Companies:

COMPANY	CHAIR	AUDITOR
D.G. Holding S.p.a. -Rimini		X

Please find enclosed a copy of my CV and photocopy of my identity document.

Cesena, 28 March 2023

Yours faithfully. [signed]

CURRICULUM VITAE

Elisa Agostini PERSONAL DETAILS

Born in Cesena (FC) on 23/07/1981

EDUCATION AND TRAINING

• 2007 Master's degree in Economics and Business at the University of Bologna Forlì campus
• 2009 Registered in the Register of Chartered Accountants and Accounting Experts under no. 608-A;
• 2009 Registered in the Register of Auditors under no. 154567, Ministerial Decree 31/03/2009, published in the Official Gazette no. 37 of 15/05/2009

PROFESSIONAL EXPERIENCE

Since 2007, I have been working as a professional consultant in corporate, administrative, accounting and taxation matters, both on my own and at Associated firm Dr Spada - Dr Buda in Cesena.

I authorise the processing of my personal data in accordance with Legislative Decree no. 196 of 2003, as subsequently amended, and the GDPR (Regulation (EU) 2016/679).

Elisa Agostini [signed]