Explanatory report on FY2024

ENERGY S.P.A.

EXPLANATORY REPORT

OF THE BOARD OF DIRECTORS

ON PROPOSALS CONCERNING ITEMS ON THE AGENDA

[courtesy translation of the Italian original version, remaining the official]

Ordinary Shareholders' Meeting

April 29, 2025 - first convocation

April 30, 2025 - second convocation

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

Dear Shareholders,

this report sets forth the proposals that the Board of Directors of Energy S.p.A. ("Company") intends to submit for your approval with reference to the Ordinary Shareholders' Meeting convened, on first call, for April 29, 2025 at 10:00 a.m. and, if necessary, on second call for April 30, 2025 at the same time to discuss the following:

AGENDA

1. Review and approval of the financial statements as of December 31, 2024, accompanied by the management report, the report of the Board of Statutory Auditors and the Independent Auditors. Presentation of the consolidated group financial statements as of December 31, 2024 and related reports. Related and consequent resolutions.
2. Allocation of the operating result 2024. Resolutions pertaining thereto and consequent thereto.
3. Appointment of the Board of Directors:
4. 1. Determination of the number of members of the Board of Directors.
   2. Determination of the term of office of the Board of Directors.
   3. Appointment of members of the Board of Directors.
   4. Appointment of the Chairman of the Board of Directors.
   5. Determining the compensation of the members of the Board of Directors.
5. Appointment of the board of auditors:
6. 1. Appointment of the members of the Board of Statutory Auditors and the Chairman of the Board of Statutory Auditors.
   2. Determination of the remuneration of the members of the Board of Statutory Auditors.
7. Appointment of a new auditing firm pursuant to Article 13 of Legislative Decree No. 39/2010 for the three-year period 2025-2027 and determination of related fees. Related and consequent resolutions.

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

1. Review and approval of the financial statements as of December 31, 2024, accompanied by the management report, the report of the Board of Statutory Auditors and the Independent Auditors. Presentation of the group consolidated financial statements as of December 31, 2024 and related reports. Related and consequent resolutions.

Dear Shareholders,

you have been convened in ordinary session to approve the financial statements for the year ending December 31, 2024, which were reviewed by the Board of Directors of Energy S.p.A. ("Company") on March 27, 2025 and prepared in accordance with national accounting standards (OIC).

I would first like to extend my sincere thanks for the trust and support you continue to show toward the Energy Group. The year 2024 presented us with decidedly significant challenges, which are well represented in the operating results and which led us to make decisions that were not easy. In any case, aware of their importance, we have given continuity to projects that we have long considered strategic and launched some useful initiatives to lay further foundations for future developments in the field of storage systems.

Specifically, we point out that the year as of December 31, 2024 closed with a statutory loss of 17,113,969 euros and a consolidated group loss of 17,609,258 euros.

Fiscal year 2024 was a year of transition and transformation for Energy S.p.A, we had to navigate a complex market environment, characterized by lower prices in the renewables sector, severe demand contraction, and macroeconomic uncertainties. Despite these challenges, we reacted with determination, investing in strategic areas for the future.

The 2024 fiscal year was characterized by a contraction in revenues attested at 37.2 million consolidated and statutory revenues at 35.4 million euros; the Parent Company Energy S.p.A. in 2023 had achieved revenues of 63.3 million euros. This contraction is caused by the combined effect of several factors i) a significant drop in prices due to oversupply across the entire renewables sector, with a particular effect on photovoltaic modules, but with significant values also in storage; ii) the persistence of relatively high interest rates for most of 2024, leading to less liquidity available for investments; slippages on the rate cut have contributed to an expectation effect and a decrease in the confidence index; iii) the postponement of the Transition 5 decree.0 and other important initiatives expected in Italy, which

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

generated serious uncertainties. The postponement caused a temporary slowdown in investment, as many companies chose to postpone installation decisions pending clarification of the new mechanisms and how they would be applied. This led to a slowdown in new storage projects, especially large-scale ones; (iv) volume contraction-especially in the residential sector-as a result of the previous points.

The margin in the year under analysis is down compared to 2023, with negative EBITDA amounting to 15.7 Million euros at the parent company level and negative consolidated EBITDA and amounting to 15.9 Million euros; this decrease compared to 2023 is mainly the effect of the downward dynamics of prices and of an inventory efficiency campaign undertaken during the year, in addition to targeted promotion campaigns on products and accumulation kits undertaken during the year. The margin, in fact, includes an allocation to the inventory write-down provision of 10 Million euros, necessary in part to realign the value of some assets to the current market value. Adjusted EBITDA - i.e., EBITDA net of the aforementioned write-down, as reconstructed in the chapter "Economic Indicators - Reconciliation of EBITDA and Adjusted EBITDA" - is Euro -5.7 Million (-16% Adjusted EBITDA Margin) at the statutory financial statements level and parts at Euro -5.9 Million (-16% Adjusted EBITDA Margin) at the consolidated financial statements level.

With reference to the financial performance, fixed assets increased significantly compared to the previous year and amounted to 27.4 Million Euros (13.2 Million Euros as of 12/31/2023). Tangible fixed assets amounting to 19.9 Million Euros (7.3 Million Euros as of 12/31/2023) include investments in the new building under construction on the land adjacent to the headquarters, machinery of the battery assembly line, equipment, and furniture. Intangible assets amounted to 6.6 million euros (4.7 million euros as of 12/31/2023) and included mainly costs for listing on EGM for 3.1 million euros (historical cost) and development costs for 3.6 million euros. Financial fixed assets in the statutory financial statements of 3.4 million euros mainly include the equity investments of Pylon LifeEU S.r.l, Energyincloud S.r.l. and Energyonsite S.r.l, and long-term financial receivables from the latter.

Trade working capital has moved during the year, presenting a result as of December 31, 2024 of 26.6 million euros at the consolidated level and 26.1 million euros for the Parent Company alone (51.2 million euros as of December 31, 2023) consisting mainly of net inventories of 24 million euros (56 million euros as of December 31, 2023), trade receivables of 6 million euros (4.6 million euros as of December 31, 2023) and trade payables of 4 million euros (9.8 million euros as of December 31,

2023). The total figure is 48 percent lower than at the close of fiscal year 2023, mainly due to a reduction in inventories.

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

Consolidated invested capital amounts to 55.6 million euros, down 9.6 million euros compared to December 31, 2023 (65.4 million euros), at the statutory level it amounts to 54.6 million euros, down 10.6 million euros compared to December 31, 2023

The Net Financial Position as of December 31, 2024 was 8 million euros at the consolidated level and 6.3 million euros for the parent company alone compared to (168k) euros as of December 31, 2023.

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

Regarding Strategic Investments: we have focused investments on XL-sized storage systems for the Commercial &Industrial sectors. this has led to a significant increase in export share in EMEA, with a 52% increase over the first half of 2023.

We focused on growth and innovation strengthened our presence in the C&I market Italy and EMEA. During the year we achieved significant results with the acquisition of Enermore S.r.l., now EnergyOnSite S.r.l., expanding our expertise in storage system integration. In addition, we continued to invest in cloud computing with EnergyinCloud S.r.l.

We focused on key projects by winning a 25.7 million euro tender in Austria and signed an LOI with Stadtwerke Amstetten to supply an energy management system. These successes demonstrate our growing commitment in the international arena.

Last but not least, we approved our first Sustainability Report 2023, integrating ESG principles into every aspect of business management and developing sustainable products.

For 2025, Energy S.p.A. is committed to consolidating its leadership through a series of strategic initiatives:

• International expansion: we will continue to expand in central and northern European markets, with a focus on the DACH and Dutch area.
• Development of XL solutions: we will focus on developing the ExtraLarge ESS business, maintaining our market share in the Small&Large segment.
• Technological innovation: we will invest and consolidate our production steps, know-how and innovation.
• Cloud and engineering services: we will further develop our cloud platform and the application of artificial intelligence in after-sales processes.
• Strategic partnerships: we will intensify collaboration with strategic partners to reach a broader customer base, with a focus on servitization and energy efficiency.
• Financial management: we will continue to manage market dynamics and reduce the

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

inventories.

In conclusion, 2024 was a year of challenges, but thanks to the resilience and expertise of our team, we overcame the difficulties and laid a solid foundation for the future. I would like to express my deep gratitude to all employees, managers and partners for their commitment and dedication. We look to the future with confidence, aware of our capabilities and ready to seize every opportunity to create value and sustainable growth.

The year 2025 will mark a new chapter for Energy S.p.A., with an increasing focus on innovation, sustainability and long-term value creation.

For all detailed information and comments, please refer to the management report, which has been made available to the public, together with the draft financial statements, the report of the Board of Statutory Auditors and the Independent Auditors, at the registered office, as well as on the Company's website, within the terms prescribed by current regulations.

*°*°*

In light of the above, we therefore submit the following for your approval.

Proposed resolution

"The Shareholders' Meeting of Energy S.p.A., meeting in ordinary session:

• Examined the data of the financial statements as of December 31, 2024, with the relevant Reports submitted by the Board of Directors, the Board of Statutory Auditors, and the Independent Auditors

resolution

1. to approve the statutory financial statements of Energy S.p.A. as of December 31, 2024, accompanied by the Board of Directors' report on operations
2. To take note of the presentation of the consolidated financial statements as of December 31, 2024."

2. Allocation of the operating result 2024. Resolutions pertaining thereto and consequent thereto.

Dear Shareholders,

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

the financial statements for the year ended December 31, 2024 of Energy S.p.A. ("Company"), which are subject to approval pursuant to the first item on the agenda of this Shareholders' Meeting, show a loss for the year of €17,113,969.

On this point, please refer to what is better explained in the notes to the financial statements prepared by the Company's Board of Directors.

In relation to the results achieved, with regard to the second item on the agenda, we propose to cover the loss for the year of 17,113,969 euros as follows: (i) Euro 17,113,969 through the use of retained earnings reserves.

*°*°*

In light of the above, we therefore submit the following for your approval.

Proposed resolution

"The Shareholders' Meeting of Energy S.p.A., meeting in ordinary session:

• Examined the data of the financial statements as of December 31, 2024, with the relevant Reports submitted by the Board of Directors, the Board of Statutory Auditors, and the Independent Auditors, and,
• Having regard to the proposal of the Board of Directors

resolution

1. To cover the loss for the year amounting to 17,113,969 euros:
   • Through the use of retained earnings reserves.
2. to confer on the Board of Directors-and on its behalf the Chairman of the Board of Directors and the Chief Executive Officer, severally, all broader powers to execute this resolution."
3. Appointment of the Board of Directors:
4. 1. Determination of the number of members of the Board of Directors.
   2. Determination of the term of office of the Board of Directors.
   3. Appointment of members of the Board of Directors.
   4. Appointment of the Chairman of the Board of Directors.
   5. Determining the compensation of the members of the Board of Directors.

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

Shareholders,

with the approval of the financial statements as of December 31, 2024, the term of office given to the current Board of Directors expires and, therefore, it is necessary for the Company's Shareholders' Meeting to appoint a new administrative body.

The Board of Directors invites, the Shareholders to deliberate on: regarding: (i) determination of the number of members of the Board of Directors; (ii) determination of the term of office of the Board of Directors; (iii) appointment of the members of the Board of Directors; (iv) appointment of the Chairman of the Board of Directors; and (v) determination of the compensation of the members of the Board of Directors.

Below are the current statutory provisions regarding the appointment of the administrative body.

Pursuant to Article 18 of the Articles of Association, The administration of the Company is entrusted to a Board of Directors consisting of 3 (three) to 9 (nine) members. The Shareholders' Meeting shall determine the number of members of the Board and the term of appointment, subject to the maximum limits of the law.

Directors serve for the term fixed by the shareholders' resolution of appointment, up to a maximum of 3 (three) fiscal years, and are eligible for re-election.

The members of the Board of Directors must meet the requirements of honorability pursuant to Article 147-quinquies, TUF. At least 1 (one) of the members of the Board of Directors must meet the independence requirements pursuant to Article 148, paragraph 3, TUF and must be chosen on the basis of the criteria set forth in the Euronext Growth Milan Issuers' Regulations.

Directors are appointed on the basis of lists in which candidates are assigned sequential numbering.

The lists must contain a number of candidates not exceeding the maximum number of members to be elected and must be deposited at the Company's registered office at least 7 (seven) days before the date set for the shareholders' meeting on first call. The Company, at least 5 (five) days before the date set for the shareholders' meeting on first call, shall make available to the public the lists of candidates filed and accompanied by the documentation required by the bylaws and the laws and regulations pro tempore in force.

Lists with a number of candidates equal to or greater than 3 (three) must contain and expressly indicate at least 1 (one) director who meets the independence requirements of Article 148, paragraph 3, TUF.

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.

Together with the submission of the lists, they shall be filed, it being understood that any changes that may occur up to the day of the actual holding of the Shareholders' Meeting shall be promptly notified to the Company:

1. information about the shareholders who submitted the list and an indication of the percentage of capital held;
2. the curriculum vitae of the candidates as well as declaration in which each candidate certifies, under his or her own responsibility, the non-existence of causes of ineligibility and incompatibility as well as the existence of the requirements for the respective offices;
3. an indication of directorships and supervisory positions held in other companies and any indication of eligibility to qualify as independent under the company's bylaws;
4. the statement by which each candidate accepts his or her candidacy;
5. where applicable, a statement by shareholders other than those who hold, even jointly, a controlling or relative majority interest, certifying the absence of any relationship of connection with them.

Each shareholder, shareholders belonging to the same corporate group as well as shareholders who are members of a shareholders' agreement may not submit, or participate in the submission of, even if through an intermediary or trust company, more than one list.

Each shareholder may not exercise his or her right to vote for more than one list, even if through an intermediary or trust company. Each candidate may be on only one list, under penalty of ineligibility.

The Board of Directors appoints the Chairman from among its members, when this is not done by the Assembly.

Only those shareholders who, alone or together with other shareholders, hold a total of shares representing at least 7.5 percent (seven point five percent) of the share capital entitled to vote at the ordinary shareholders' meeting, to be proved by filing appropriate certification, and the board of directors are entitled to submit lists. Ownership of the minimum shareholding is determined by taking into account the shares that are registered in favor of the shareholder on the day the lists are filed with the issuer.

The certification issued by the intermediary proving ownership of the number of shares required for the submission of the list must be produced at the time of filing

Registered Office: Piazza Manifattura 1, 38068, Rovereto (TN), Italy

VAT/C.F: 02284640220 - SDI Code: ML7DO8R - PEC: energy@pec.energysynt.com

Headquarters: Via Zona Industriale 10, 35020, Sant'Angelo di Piove di Sacco (PD), Italy

Tel: +39 0492701296 - email: info@energyspa.com - Cap. Soc.: 616,605.80€ i.v.