Energy SpaMIL: ENY

Proxy form novies annual shareholders meeting 29.04.2025

· Issued by Energy Spa

ENERGY S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS.

Pursuant to the Company Bylaws and to Article 135-undecies.1 of Legislative Decree no. 58/1998 ("TUF"), the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative. In compliance with the provisions of the art. 135-undecies of the Legislative Decree. n. 58/1998, the aforementioned Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies, as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form.

Declaration of the Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment oradditions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bisLegislative Decree 58/1998.

With reference to the Ordinary General Meeting of ENERGY S.p.A. to be held exclusively by means of telecommunications on 29 April 2025, at 10:00 a.m., first call, and, if necessary, on second call on 30 April 2025 same place and time, as set forth in the notice of the shareholders' meeting published on the Company's website at www.energyspa.com in the section "Governance/Shareholders' Meeting" on 14 April 2025 , and, in abridged form, in the Italian daily newspaper "Italia Oggi" and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form

I, the undersigned (party signing the proxy)

(Name and Surname) (*)

Born in (*)

On (*)

Tax identification code or other identification if foreign (*)

Resident in (*)

Address (*)

Phone No. (**)

Email (**)

Valid ID document (type) (*)

Issued by (*)

No. (*)

(to be enclosed as a copy)

  1. Mandatory. (**) It is recommended to fill. MONTE TITOLI S.p.A.

ENERGY S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote

OR IF DIFFERENT FROM THE SHARE HOLDER

  • legal representative or subject with subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed)
  • pledgebearer usufructuary custodian manager other (specify) ………………………………………………………………………………………………

Name Surname / Denomination (*)

(complete only if

Tax identification code or other identification if foreign (*)

the shareholder is

Born in (*)

On (*)

different from the

proxy signatory)

Registered office / Resident in (*)

Related to

No. (*)

__________

_________________

shares _________________________

Registrated in the securities account (1) n. ___________________ at the custodian _________________ ABI ____________

e.g.: No. 3 ORDINARY shares IT0012345 (ISIN number)

CAB _________________________ referred to the communication (pursuant to art. 83-sexiesLegislative Decree n. 58/1998) (2)

(to be filled in with information regarding any further communications relating to deposits)

No. ______________________________

Supplied by the intermediary: _____________________________________________

Registrated in the securities account (1) n. ___________________ at the custodian _________________ ABI ____________

No. (*)

__________

_________________

shares _________________________

CAB _________________________ referred to the communication (pursuant to art. 83-sexiesLegislative Decree n. 58/1998) (2)

No. ______________________________

Supplied by the intermediary: _____________________________________________

Registrated in the securities account (1) n. ___________________ at the custodian _________________ ABI ____________

No. (*)

__________

__________________

shares _________________________

CAB _________________________ referred to the communication (pursuant to art. 83-sexiesLegislative Decree n. 58/1998) (2)

No. ______________________________

Supplied by the intermediary: _____________________________________________

DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

  • the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;
  • to have requested from the custodian the communication for participation in the Meeting as indicated above;
  • that there are no reasons for incompatibility or suspension of the exercise of voting rights;
  • (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

2

ENERGY S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)(3)

__________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different -

name and surname / denomination)

__________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of ENERGY to be held exclusively by means of telecommunications on 29 April 2025, at 10:00 a.m. on first call, and, if necessary, on second call on 30 April 2025 same place and time.

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

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

SECTION A

Vote for the proposal of the Board of

Tick only one box:

Directors

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

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

SECTION A

Vote for the proposal of the Board of

Tick only one box:

Directors

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

MONTE TITOLI S.p.A.

3

ENERGY S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

3 Appointment of the Board of Directors:

3.1 Determination of the number of members of the Board of Directors.

SECTION A

Tick only one box:

Proposer: _______________________

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

3.2 Determination of the term of office of the Board of Directors.

SECTION A

Tick only one box:

Proposer: _______________________

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

3.3 Appointment of members of the Board of Directors.

Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines.

SECTION A

Indicate the number of the chosen list or against / abstained with reference to all the lists

List no._______

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

3.4 Appointment of the Chairman of the Board of Directors.

SECTION A

Tick only one box:

Proposer: _______________________

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

3.5 Determining the compensation of the members of the Board of Directors.

SECTION A

Tick only one box:

Proposer: _______________________

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

MONTE TITOLI S.p.A.

4

ENERGY S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

4 Appointment of the board of auditors:

4.1 Appointment of the members of the Board of Statutory Auditors and the Chairman of the Board of Statutory Auditors.

Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines.

SECTION A

Indicate the number of the chosen list or against / abstained with reference to all the lists

List no._______

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

4.2 Determination of the remuneration of the members of the Board of Statutory Auditors.

SECTION A

Tick only one box:

Proposer: _______________________

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

5 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.

SECTION A

Vote for the proposal of the Board ofTick only one box: Directors, based on the recommendation of

the Board of Statutory Auditors

In Favour

Against

Abstain

SECTION B and C

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a

confirms the instructions

revokes the instructions

vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned

proxy signatory

Modify the instructions:

  • In favour __________________
  • Against
  • Abstain

(Place and Date) *

(Signature) *

DIRECTORS' LIABILITY ACTION

In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Designated Representative to vote as follows:

In Favour

Against

Abstain

MONTE TITOLI S.p.A.

5

ENERGY S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

(Place and Date) *

(Signature) *

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

  1. Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
  2. Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  3. Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).
    ___________________________________________________________________________________________________________________________________________________________________
    The proxy with the relating voting instructions shall be received together with:
    - a copy of an identification document with current validity of the proxy grantor or
    - in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

(in the event of a sub-proxy, the following must be sent to the Designated Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

  1. transmission of an electronically reproduced copy (PDF) to the certified email addressRD@pec.euronext.com(subject line "Proxy for ENERGY 2025 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
  2. transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref.
    "Proxy for ENERGY 2025 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com(subject line: "Proxy for ENERGY 2025 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.comor by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

MONTE TITOLI S.p.A.

6

ENERGY S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

ENERGY's privacy policy:

In accordance with Article 13 of the EU Regulation 679/2016 ("GDPR"), we intend to inform you that your personal data provided to the Company, or otherwise acquired by it, will be processed in compliance with applicable regulations. Please note that processing, according to current legislation, refers to any operation involving personal data, regardless of the means and procedures used, such as collection, recording, organization, storage, consultation, processing, modification, selection, extraction, comparison, use, interconnection, blocking, communication, dissemination, deletion, and destruction of data, even if not registered in a database.

This information allows you to understand the nature of the personal data that will be included in the Register, the purposes and methods of their processing, any third-party recipients of the data, and the rights that are recognized under the GDPR.

Personal Data Processed Below is a list of your personal data - which may be supplemented over time - that the Data Controller may process: a. Personal details (name, surname, date of birth, full private residence address); b. Tax data (tax code); c. Other identification elements (personal or professional phone number and identifiers of the company of affiliation). The aforementioned personal data will be processed to enable the Data Controller to fulfill obligations imposed under the aforementioned provisions of European and Italian legislation, or to comply with fiscal and contractual obligations. In this regard, we inform you that the failure or incorrect communication of such data may, among other things, prevent the Company from:

Verifying and ensuring the correspondence of the processing results to the obligations imposed by the European regulations on which it is based; Properly establishing or continuing the contractual relationship with you, to the extent that such data are necessary for its execution.

Purpose of Processing The personal data, requested or acquired in order to proceed with your registration in the appropriate Register, will be processed by the Data Controller for the following purposes:

Effectively managing the obligations arising from Italian and European legislation;

Complying with obligations imposed by provisions issued by authorities authorized by law and by supervisory and control bodies;

Asserting or defending a right in court (contractual breaches, warnings, transactions, debt recovery, arbitrations, judicial disputes), even by a third party.

Processors and Persons in Charge of Processing Your data may be processed by authorized persons (managers, administrators and auditors, internal secretarial offices, accounting and billing staff, marketing services/products staff, customer technical support staff) and/or, if appointed, external data processors, whose list is freely accessible upon specific written request to the Data Controller.

Communication of Data to Third Parties Within the limits of the purposes set out in the previous Paragraph 2, your data may be communicated by the Company to the following natural or legal persons: To subjects towards whom communication and dissemination of data is prescribed or allowed by law, regulation or community legislation to the extent necessary for the specific purpose;

To controlling, controlled, and affiliated companies of the Data Controller and their employees or consultants, for compliance with legal obligations or for activities related or consequent to the management, under every contractual aspect, of the relationship established with you;

To subjects to whom the Company has assigned obligations or pertaining to your contractual relationship, with particular reference to accounting obligations; To all those who act as external data processors on behalf of the Data Controller, whose list is freely accessible and constantly updated;

To external maintainers of our information system and/or the software we use, in case of their failures or security problems of the treatments, for the time strictly necessary to restore functionality;

To subjects who need to access your data to ensure the proper conduct of the contractual relationship, within the limits strictly necessary to carry out auxiliary tasks (e.g., credit institutions, shippers, etc.). In addition, your personal data may be communicated among the Group's companies, confidentially and restrictively, if required, for purposes strictly related to the management and organization of the contractual relationship. International Transfers We also inform you that the current structure of the Company does not require the circulation of your personal data outside the territory of the European Union. Data may also be communicated abroad, to countries not belonging to the European Union, adopting appropriate measures and precautions as provided by the GDPR. The list of subjects to whom the data may be communicated is always available upon request to the Company.

Data Controller The Data Controller is Energy S.p.A., located in Rovereto (TN), Piazza Manifattura no. 1, registered at the Register of Companies of Trento, Tax Code and VAT number 02284640220. You may, at any time, ask any question regarding the processing of your personal data and any request to exercise the rights recognized by the GDPR by sending a simple communication to the postal address indicated above, or by email, to: info@energysynt.com.

Processing Methods The Data Controller will process your personal data by performing all necessary operations using paper and electronic tools, in full compliance with the conditions of the law, and ensuring absolute confidentiality, relevance, and non-excess with respect to the purposes described above. In any case, your data cannot be stored for a period longer than 5 (five) years, in order to comply with legal obligations deriving from European legislation on market abuse. Each processing operation will be carried out by the Company in full compliance with the most suitable security measures prescribed by applicable legislation. Finally, we inform you that at any time and without any formalities, you can exercise the rights under articles 15-22 of the GDPR (including, for example, the right to access your personal data, to request their rectification, updating, and where applicable, deletion) by sending an informal request to the Data Controller or to the person in charge of data processing, available at the Company's headquarters. Finally, if you believe that the processing of the data provided violates data protection legislation, you have the right to lodge a complaint with the Data Protection Authority (www.garanteprivacy.it). Notwithstanding the above, you may at any time ask the Data Controller to block the processing of your personal data, except for those directly or indirectly necessary for the Company to fulfill legal obligations or otherwise essential to the management of your contractual relationship.

MONTE TITOLI S.p.A.

7

Earlier from Energy Spa

All Energy Spa news releases