Iren — Proxy Solicitation & Information Statement 2020

Apr 10, 2020

Iren S.p.A.

Registered office in Reggio Emilia, Italy, Via Nubi di Magellano 30 Share capital € 1,300,931,377.00 Registered with the Companies Register of Reggio Emilia Tax ID Code 07129470014 – Group VAT no. 02863660359 irenspa@pec.gruppoiren.it

AMENDMENT TO THE NOTICE OF CALL FOR THE SHAREHOLDERS' MEETING

With reference to the Ordinary Shareholders' Meeting, called on first call in Parma in strada S. Margherita 6/A in the Meeting Room at the Iren headquarters on 29 April 2020 at 11.30 and, in the event that the first call is not quorate, on second call at the same location on 29 May 2020 at 11.30, in addition to that already indicated in the notice of call published by the company on 29 March 2020, and on the basis of the most recent measures adopted by competent authorities aimed at the containment, fight and management of the Covid-19 viral epidemic, it is hereby noted that, pursuant to Art. 106, paragraph 4, of Italian Law no. 18 of 17 March 2020, (the "Decree"), in addition to the possibility of electronic voting prior to the shareholders' meeting already established, participation in the Shareholders' Meeting will take place exclusively via the Appointed Representative (specifically Computershare S.p.A.) as per Art. 135-undecies of Italian Legislative Decree no. 58 of 24 February 1998 (the Consolidated Law on Finance). Participation in person of individual Shareholders or proxies other than the Appointed Representative is therefore not possible. The aforementioned appointed representative may be assigned as proxy or sub-proxy pursuant to Art. 135-novies of the Consolidated Law on Finance, by way of exception to Art. 135-undecies, paragraph 4 of the Consolidated Law on Finance. In light of the above, below are the methods for conferral of a proxy upon the Appointed Representative, partly modifying the provisions of the notice of call for the Shareholders' Meeting, published on the company website and distributed via the authorised storage platform on 29 March 2020, and published in extract form in the newspaper "Il Sole24Ore" on the same date, as follows: Instructions Assigning Proxy and Voting Instructions to the Appointed Representative

A proxy with voting instructions shall be conferred free of charge, by those holding voting rights, entitled by law, upon Computershare S.p.A., in its capacity as the Appointed Representative, by filling out and signing the specific form that will be made available, as soon as possible, on the company website "www.gruppoiren.it", section Investors, Corporate Governance, Shareholders' Meetings to be sent, via the methods indicated on the form itself, by the end of the second trading day prior to the date set for the Shareholders' Meeting on first call (i.e. by 27 April 2020). The proxy assigned in this way has effect only for those items for which voting instructions have been conferred. The proxy and voting instructions may be revoked within the same term indicated above (i.e. by 27 April 2020).

Parties entitled to participate in the Shareholders' Meeting (members of the Board of Directors and the Board of Statutory Auditors, the Appointed Representative and the Secretary) may participate also or exclusively via telecommunications systems that guarantee their identification, pursuant to Art. 106, paragraph 2 of the Decree.

Draft resolutions from Shareholders on items on the agenda

In relation to the fact that participation in the Shareholders' Meeting is possible exclusively via the Appointed Representative, in order to allow Shareholders to provide full voting instructions, those with voting rights may provide the company, in writing, with draft resolutions and/or vote proposals on the items on the agenda of the Shareholders' Meeting by 13 April 2020 via email sent to the address affarisocietari@gruppoiren.it or irenspa@pec.gruppoiren.it. Each draft resolution shall indicate the item on the agenda to which it refers and indicate the specific draft resolution. Each proposing party shall communicate his/her relative shareholding and references to the communication of the intermediary certifying entitlement to participate in the Shareholders' Meeting. The Company shall publish the draft resolutions formulated by Shareholders on its website by 14 April 2020.

All other provisions remain applicable that do not contradict this amendment, as contained in the notice of call published on 29 March 2020, to which the reader is referred.

Reggio Emilia, 8 April 2020

The Chairperson of the Board of Directors

Renato Boero