2020 - Gruppo Iren

Those authorised to intervene may delegate the power of representation in the Meeting, in accordance with the legislation, by proxy conferred to Computershare S.p.A., based in Torino, via Nizza 262/73, - as the exclusively Designated Representative pursuant to the article 106, comma 4, of DL 17/03/2020 n.18 (Cura Italia) – using the specific proxy form available here, to be sent by April 27, 2020, which could be also filled in and sent by clicking on the weblink.

Alternatively, proxies or sub-proxies may also be granted to the Designated Representative pursuant to the article 135-novies of D. Lgs. 58/98 (TUF) using the specific proxy form available here to be sent by 12 (noon) on April 28, 2020.

The proxy granted to Computershare S.p.A. has effect only for resolutions proposed to the Shareholders' Meeting for which the delegating party has given voting instructions through the appropriate form.

If, for technical reasons, the proxy forms cannot be made available in electronic format, they will be sent upon request, following a simple request by phone, calling 011.0923211.

The notification of the proxies, either in electronic format or not, has to be made following the instructions provided in the forms themselves.

Electronic vote

Entitled subjects shall directly express, by the 28th of April 2020, their electronic vote filling in and sending the appropriate voting form through the web procedure, accessible via the following LINK

Right to ask questions prior to the Shareholders' meeting

Pursuant to art. 127-ter of Legislative Decree 58/98 (TUF), the shareholders have the right to ask questions on the topics on the agenda also prior to the meeting.

The questions must be sent in writing to the Company to the address affarisocietari@gruppoiren.it or irenspa@pec.gruppoiren.it via fax to the no. 011 0703563 or by filling in the specific form . The questions must be accompanied by the personal details of the shareholder (last and first name or entity name, date of birth and tax code).

The right to receive an answer is granted only to those who declare the ownership of the shares as of 20th of April 2020 (record date). For this purpose, also after submitting the question and with the same methods envisaged to submit it, a certification must be provided, to be issued by the filing intermediary and stating the ownership of the shares, to be valid as of the aforementioned date, addressed to iren@pecserviziotitoli.it. In case the shareholder asked its depositary intermediary a certificate of legitimation to participate to the Shareholders', the request shall simply contain the reference to this certificate, as issued by the intermediary, or at least the intermediary’s name.

To the questions received by the 20 th of April 2020, an answer will be given after verifying their relevance and the authorisation of the asking party, in the appropriate section of our website at least 2 days prior to the shareholders’meeting date.

Right to supplement the agenda

Pursuant to art. 126-bis of Legislative Decree 58/98 (TUF), those shareholders that, also jointly, represent one fortieth of the share capital may request, by the 8th of April 2020, the integration of the topics to be discussed, specifying in the form the other proposed topics, or present new proposals on the topics already in the agenda.

Requests must be submitted in writing to the Company via e-mail: affarisocietari@gruppoiren.it or irenspa@pec.gruppoiren.it to be received by the company by the deadline specified above and to be accompanied by a report on the topics on which a discussion is being proposed.

The certification of the ownership of the share by the applicant and the certification of the stake necessary to request the agenda integration must be done by the intermediarydepositary through a communication addressed to iren@pecserviziotitoli.it

No integration can be made on the topics on which the Shareholders' meeting deliberates following a proposal by the Directors or based on a project and report prepared by them, other than those specified in art. 125-ter of TUF.