A2A S p A : Form for issuing the proxy to the Designated Representative

A2A S.p.A. - Ordinary Shareholders' Meeting April 28, 2022 (and if necessary, on April 29, 2022)

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

A2A S.p.A. (the Company) has appointed Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative pursuant to article 135-undecies of Italian Legislative Decree no. 58/98 (TUF) and to article 106 of Law Decree on March, 17th 2020 n. 18, converted into Law no. 27 of 24 April 2020, as extended by effect of paragraph 6 of art. 3, of Law Decree no.228 on 30 December 2021 converted into Law no. 15 of 25 February 2022, to collect proxies for the Ordinary Shareholders' Meeting convened on April 28, 2022 in first call, and on April 29, 2022 in second call, in accordance with the terms and conditions stated in the Notice of the Meeting published on the company's website "www.a2a.eu" ("Governance" - "Shareholder's Meetings" section).

The proxy and voting instructions, to be conferred by April 26, 2022, in case of first call and April 27, 2022, in case of second call, may be revoked within the same date with the procedures used for the conferral.

Conferral of proxy and voting instructions by signing and submitting this form is free of charge, except where transmission or postal charges apply.

Art. 135-decies of Legislative Decree 58/98 (Conflicts of interest of representative and substitute)

Computershare S.p.A., acting as Appointed Representative, is not subject to any conflicts of interest as defined under Article 135-decies of Legislative Decree 58/98. However, in the event of unknown circumstances or in the event of amendment or integration to the motions presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received.

PROXY FORM

Fill in the requested information on the basis of the Instructions below. The Company will be notified by Computershare S.p.A. (1)

* mandatory information

The undersigned * .............................................................................................. Place of birth * ............................................................... Date of birth* .................................

Tax code * ………………………........................................................................................................................................................................................................................... … Resident in (town/city) * ....................................................................... at (street / address) * ......................................................................................................................... telephone no * ………………….............................. , e-mail .................................................................................................................................................................................

(2) entitled to exercise the voting right at 04/19/2022 (Record Date) as:  registered share holder -  legal representative -  attorney/proxy holder with authority to sub-delegate  pledgee -  Taker in -  beneficiary interest holder -  official receiver-  manager -

 other (specify) …………………………..........................................................……………………… ..

for no* ................................................................... of ordinary shares A2A (ISIN IT0001233417) ...................................................................................................................

(3) registered in the name of ……………………………………………………………………………… Place of birth * ............................................................

Date of birth * ............................. Tax Code …………………………

Resident in (town/city) * ………………………………… at (street / address) *….. …………………………………………………………………………………………… .

• (4) Registered in the securities account no .......

• (5) as resulting from communication no . ...

.................................. At ............ .............................................. Bank code (ABI) ....... ............ Branch code (CAB) ...... .................. ........................... Made by (Bank) .................. …………………………………………………………………………………………………………… .

DELEGATES the above Appointed Representative to attend and vote at the abovementioned general meeting, with reference to the shares above, in accordance with the instructions provided and DECLARES that no matter of compatibility or suspension are affecting the right to vote and he/she is aware that:

•  the proxy to the Appointed Representative may contain voting instructions even on just a number of proposals on the agenda and that, in this event, the vote shall be exercised only for the proposals in relation to which voting instructions have been conferred.

•  the proxy will be valid only if the statement to the issuer from the intermediary, in compliance with intermediary accounting records, on behalf of the person with the right to vote to legitimate attendance and voting, has been received by the Company before the start of the meeting works

DATE

Form of identification (6) (type)*

Issued by *

no. *

SIGNATURE

NOTE: It is not possible to grant this proxy form without the voting instructions form to be completed online and downloaded from the company's website "www.a2a.eu" ("Governance" - "Shareholder's Meetings" section). Voting instruction form can be requested by phone at no. [phone].

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A2A S.p.A. - Ordinary Shareholders' Meeting April 28, 2022 (and if necessary, on April 29, 2022)

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

VOTING INSTRUCTIONS

WARNING

This voting instructions form could be amended to include any proposal of resolution and/or vote on the items on the agenda that were presented by shareholders until April 13, 2022; in this event, the voting instruction will be dispatched by April 20, 2022, including the new proposals, in line with the notice of call

(For use of Appointed Representative only - tick relevant boxes and send to Computershare S.p.A. as per the instructions for filling in)

The undersigned (7)

INSTRUCTS the Appointed Representative to vote at the above indicated shareholders' meeting as follow (8)

RESOLUTIONS TO BE VOTED	VOTING INSTRUCTIONS
F(for), C (against), A (abstain)

1. Financial Statements at 31 December 2021.

(0010) 1.1 Approval of the financial statements as at 31 December 2021; Board of Directors', Board of Statutory

Auditors' and Independent Auditors' reports. Submission of the consolidated financial statements ending 31 December 2021. Submission of the Consolidated Non-Financial Statement pursuant to Legislative Decree 254/2016 and its Supplement - Integrated Financial Statements 2021.

Section A - vote for resolution proposed by the Board of Directors (9)

(0020) 1.2

Allocation of profit for the year and distribution of dividends.

Section A - vote for resolution proposed by the Board of Directors (9)

F	C	A
F	C	A

2. Report on the compensation policy and fees paid pursuant to Article 123-ter of Legislative Decree 58 (24 February 1998), as subsequently amended and supplemented.

(0030) 2.1 Resolutions on Section I (Compensation Policy).

Section A - vote for resolution proposed by the Board of Directors (9)

FCA

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A2A S.p.A. - Ordinary Shareholders' Meeting April 28, 2022 (and if necessary, on April 29, 2022)

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

(0040) 2.2 Resolutions on Section II (Remuneration paid to members of management and control bodies, general managers and other executives with strategic responsibilities).

Section A - vote for resolution proposed by the Board of Directors (9)

(0050) 3. Authorisation to purchase and dispose of treasury shares, subject to revocation, if not used, of the previous authorisation resolved by the Shareholders' Meeting of 29 April 2021.

Section A - vote for resolution proposed by the Board of Directors (9)

FCA

F

C

A

Derivative action against Directors
Vote for proposed derivative action pursuant art. 2393, subsection 2, of Italian civil code upon approval of the annual financial statements (If no voting instruction are indicated, the Appointed Representative will vote C - against)	F	C	A

DATE

SIGNATURE

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A2A S.p.A. - Ordinary Shareholders' Meeting April 28, 2022 (and if necessary, on April 29, 2022)

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Instructions for filling in and submitting the form

This form could be updated and integrated if the Company receives requests for integrations or proposals pursuant to art. 126-bis of the TUF (where applicable) or individual resolution proposals relating to the items on the agenda, as provided in the notice of call of the Shareholders' Meeting, respectively, in the paragraphs "Addition to the agenda and presentation of new resolution proposals " and "Submission of resolution proposals by those with voting rights (Article 126-bis, paragraph 1, third sentence, of the Consolidated Law on Finance (TUF)".

• 1. The Proxy form must be notified to the Company (together with a valid ID document and, in case, the documentation providing proof of the signatory power) via the Appointed Representative together with the Voting Instructions reserved to him within April 26, 2022, and within April 27, 2022, in case of second call, using one of the following methods:

  • 1) Online: completing the online form available on the Company's website, assuming that the Proxy Grantor (as Individual or as Legal Entity), in order to receive the credential ID, is enabled to identify himself with the required documentation or is a Registered Email Holder;

  • 2) Registered Email Holders (PEC): as an attachment document (PDF format) sent [e-mail] in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Registerd Email Holder;

  • 3) Digital Signature Holders (FEA): as an attachment document with digital signature sent [e-mail] in the event that the Proxy Grantor (as Individual or as Legal Entity) is a Digital Signature Holder;

  • 4) Common Email address Holders: as an attachment document (PDF format) sent [e-mail]. In this case, the hard copy of the proxy shall be sent via ordinary mail service to Computershare S.p.A. in Lorenzo Mascheroni street, 20145 Milan (MI), Italy, as soon as possible;

  The use of different email address than those mentioned above or a delay respect to the deadline, as well as the only use of ordinary mail service, will not ensure the correct submission of the proxy.

• 2. Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power.

• 3. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included.

• 4. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement.

• 5. Reference to the communication made by the intermediary and its name.

• 6. Provide details of a valid form of identification of the proxy signatory.

• 7. Provide the name and surname of the signatory of the Proxy form and Voting instructions.

• 8. Pursuant to article 135-undecies, subsection 3, of Italian Legislative Decree no. 58/1998, "Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares of the shareholder concerned are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried".

• 9. The resolutions proposed to the shareholders' meeting, which are briefly referred to herein, are reported in the Reports published on the company website "www.a2a.eu". Computershare S.p.A., as Appointed Representative, has not personal interest or on behalf of third party in the proposals mentioned, however, in the event of unknown circumstances or in the event of amendment or integration to the motion presented to the meeting, Computershare does not intend to vote in a manner incompatible with the instructions received in Sections A and C.

  The vote is expressed by ticking the relevant box between the following: F (for), C (against) or A (abstention).

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A2A S.p.A. - Ordinary Shareholders' Meeting April 28, 2022 (and if necessary, on April 29, 2022)

Proxy form and Voting instructions to Computershare S.p.A. which is the only subject legitimately entitled to attend the Meeting

Italian Legislative Decree no. 58/98 (T.U.F)

Article 135-decies

(Conflict of interest of the representative and substitutes)

1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.

2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

• a) has sole or joint control of the company, or is controlled or is subject to joint control by that company;

• b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;

• c) is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);

• d) is an employee or auditor of the company or of the persons indicated in paragraph a);

• e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);

• f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.

3. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.

4. This article shall also apply in cases of share transfer by proxy.

Article 135-undecies

(Appointed representative of a listed company)

1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.

2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.

3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.

4. The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.

5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Article 126-bis

(Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions)

Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135-bis.

2. Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.

3. The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders ' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.

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