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Iren Proxy Solicitation & Information Statement 2026
4243_rns_2026-04-21_be3779c6-2074-4462-aa75-c6062600fd30.pdf
Proxy Solicitation & Information Statement
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INFO DIGITAL 1000
DIRECTORS' REPORT
in accordance with article 125 ter of Legislative Decree no. 58 of 24 February 1998 and article 84 ter of the Consob Issuer Regulation no. 11971 of 14/5/1999 and subsequent amendments and additions
to point 2 on the Agenda of the Ordinary Shareholders' Meeting of IREN S.p.A.
on 21 May 2026 at 11.00 a.m. in a single call.
Dear Shareholders,
The Board of Directors of IREN S.p.A., in accordance with the provisions of article 125 ter of Legislative Decree no. 58 of 24 February 1998, as well as Article 84-ter of the Consob Issuers' Regulation no. 11971 of 14/5/1999 and subsequent amendments and integrations, set out the content and proposals regarding point 2 on the agenda of the Shareholders' Meeting to be held on 21 May 2026 at 11:00 pm in a single call within this report.
REPORT ON POINT 2
Proposed allocation of the profit for the year: related and consequent resolutions.
The Iren S.p.A. Financial Statements at 31 December 2025, which are submitted for the Shareholders' Meeting approval, closed with a positive result of 218,475,126.39 euro.
If the Shareholders' Meeting agrees, shareholders are asked to approve the following resolution:
"The Ordinary Shareholders' Meeting:
having viewed the Financial Statements at 31 December 2025 and the Board of Directors' Report on Operations (supplemented by the Sustainability Report);
having viewed the Report by the Board of Statutory Auditors;
having acknowledged the Report of the Independent Auditors KPMG S.p.A.;
resolves
approve the proposed allocation of the profit for the year, 218,475,126.39 euro, as follows:
- 10,923,756.32 euro, 5% of the profit for the year, to the legal reserve;
- a maximum of 180,309,088.85 euro as dividend to Shareholders, corresponding to 0.1386 euro for each of the maximum no. of 1,300,931,377 ordinary shares constituting the Company's share capital, specifying that treasury shares will not benefit from the dividend; the dividend will be paid starting from 24 June 2026, ex-dividend date 22 June 2026 and record date 23 June 2026;
- to a specific retained earnings reserve, the remaining amount of at least 27,242,281.22 euro.
Reggio Emilia, 23 March 2026
On behalf of the Board of Directors
Chairperson
Mr Luca Dal Fabbro
