A2a S.p.a.MIL: A2A

Report on Corporate Governance and Ownership Structures 2025

· Issued by A2a S.p.a.
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2025

Report on Corporate Governance and Ownership Structure

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2025

Report on Corporate Governance and Ownership Structure

for the financial year ending on December 31 this report is available in website gruppoa2a.it

Contents

Introduction

1

A2A Profile

4

5 Board of Directors

  1. Role of the Board of Directors 23

  2. Appointment and replacement 24

  3. Composition 28

  4. Operation 40

    1. Sustainability Strategy and Performance 7

    2. Governance model and key features

    of the Board of Directors 8

    2

    Information on the ownership structure pursuant to Art. 123-bis, paragraph 1 of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Law" or the "TUF")

    1. Share Capital Structure 12

    2. Restrictions on the Transfer of Securities 14

    3. Significant Equity Investments 15

    4. Securities Granting Special Rights 15

    5. Employee Shareholdings: Mechanism to Exercise Voting Rights 17

    6. Restrictions on Voting Rights 18

    7. Shareholder Agreements 19

    8. Change of control Clauses 20

    9. Statutory Provisions on Takeover Bids 20

    10. Powers to Increase the Share Capital and authorise the Purchase of Treasury Shares 20

    11. Management and Coordination Activities 21

    3

    Compliance

  5. Role of the Chair 41

  6. Executive Directors 42

  7. Independent Directors and Lead Independent Director 54

5

Committees within the Board of Directors

56

6

Remuneration and Appointments Committee

57

7

Self-Assessment and Succession of Directors

60

8

Remuneration of Directors

64

22

A2A

2 Corporate Governance and Ownership Report

9

Control and Risks Committee

65

16

Internal-control and risk-management system

89

10

ESG and Territory Relations Committee

70

11

Related Parties Committee

17

Management of Corporate Information

18

102

73

12

Directors' Interests

75

13

Board of Statutory Auditors Considerations regarding the 18 December 2025 Letter from the Chair of the Corporate Governance Committee

103

Summary of the Principles and Recommendations of the Corporate Governance

  1. Appointment 76

  2. Composition and Operation of the Board of Statutory Auditors (Article 123-bis,

paragraph 2 letter d), TUF) 78

14

Relations with Shareholders

82

Code - January 2020 and Corporate Governance Report of A2A S.p.A. Annexes

104

Annex A

107

Annex B

110

Annex C

111

Annex D

112

Annex E

114

Annex F

133

A2A

Corporate Governance and Ownership Report

3

15

Shareholders' Meetings

86

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