CORPORATE BOARDS OF THE PARENT COMPANY

5

MANAGEMENT REPORT 2020

6

INTRODUCTION

6

REGULATORY FRAMEWORK

6

SIGNIFICANT EVENTS WHICH OCCURRED DURING THE FINANCIAL YEAR 2020

6

DESCRIPTION OF THE ACTIVITIES OF THE GROUP

8

DESCRIPTION OF THE GROUP

11

PERFORMANCE INDICATORS

12

ALTERNATIVE NON-GAAP MEASURES

13

GROUP FINANCIAL HIGHLIGHTS

14

CONSOLIDATED INCOME STATEMENT AS OF DECEMBER 31ST 2020

17

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND NET FINANCIAL POSITION AS

OF DECEMBER 31ST 2020

19

RECONCILIATION CHART COMPARING THE CONSOLIDATED STATEMENT OF FINANCIAL

POSITION WITH THE STATEMENT OF FINANCIAL POSITION OF THE PARENT COMPANY

21

RESULTS OF THE PARENT COMPANY EL.EN. S.p.A.

22

SUBSIDIARY RESULTS

26

RESEARCH AND DEVELOPMENT ACTIVITIES

32

RISK FACTORS AND PROCEDURES FOR THE MANAGEMENT OF FINANCIAL RISKS

36

STOCK OPTIONS OFFERED TO BOARD MEMBERS, COLLABORATORS AND EMPLOYEES

37

TREASURY STOCK

38

STAFF

39

CORPORATE GOVERNANCE AND OWNERSHIP IN APPLICATION OF D.LGS. 231/2001

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RUMENRATION REPORT ex artt. 123-ter TUF e 84-quater Reg. CONSOB 11971/1999

39

CONSOLIDATED NON-FINANCIAL STATEMENT (NFS)

40

INFORMATION RELATED TO THE EU REGULATIONS 679/2016 ON THE PROTECTION OF

PERSONAL DATA

40

INTERGROUP RELATIONS AND WITH RELATED PARTIES

40

OPT-OUT REGIME

41

OTHER INFORMATION

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SUBSEQUENT EVENTS

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CURRENT OUTLOOK

42

DESTINATION OF THE NET INCOME

42

REPORT ON THE CORPORATE GOVERNANCE AND OWNERSHIP

GLOSSARY

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1.0 PROFILE OF THE EL.EN. COMPANY

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2.0 INFORMATION ON OWNERSHIP (ex art. 123 bis sub-section 1 TUF) as of December 31st 2020

48

a) Structure of capital stock (ex art. 123-bis,sub-section 1, letter a), TUF)

48

b) Restrictions in the transfer of stock (ex art. 123-bis,sub-section 1, letter b), TUF)

48

c) Significant ownership in shareholders' capital (ex art. 123-bis,sub-section 1, letter c), TUF)

48

d) Shares which confer special rights (ex art. 123-bis,sub-section 1, letter d), TUF)

48

e) Shares held by employees: mechanism of the voting rights (ex art. 123-bis,sub-section 1, letter e), TUF)

48

f) Restrictions in the voting rights (ex art. 123-bis,sub-section 1, letter f), TUF)

48

g) Agreements among shareholders (ex art. 123-bis,sub-section 1, letter g), TUF)

48

h) Clauses related to change of control (ex art.123-bis,sub-section 1, letter h), TUF) and company by-laws

49

related to OPA (ex art. 104, sub-section1-ter e 104-bis,sub-section 1)

i) Authorizations to increase the capital stock and to purchase treasury stock (ex art. 123-bis,

sub-section 1, letter m), TUF)

49

l) Management and coordinating activities (ex art. 2497 and following of Civil Code)

49

3.0 COMPLIANCE (ex art. 123-bis, sub section 2, letter a), TUF)

50

4.0 BOARD OF DIRECTORS

51

4.1. Appointments and replacements (ex art. 123-bis,sub-section 1, letter l), TUF)

51

4.2. Composition (ex art. 123-bis,sub-section 2, letter d), TUF)- ART. 2 CODE

53

4.3. Role of the Board of Directors (ex art. 123-bis,sub-section 2, letter d), TUF)- ART. 1 CODE

59

4.4. Managing Bodies

62

4.5. Other executive board members

64

4.6. Independent directors

64

4.7. Lead independent director

65

5.0 TREATMENT OF COMPANY INFORMATION

66

6.0 INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS (ex art. 123-bis,sub-section 2,

letter d), TUF) ART. 4 CODE

67

7.0 NOMINATION COMMITTEE- ART. 5 CODE

68

8.0 REMUNERATION COMMITTEE - ART. 6 CODE

70

9.0 REMUNERATION OF THE DIRECTORS

72

(ex art. 123-bis,sub-section 1, letter i), TUF)

73

10.0 COMMITTEE FOR CONTROLS AND RISKS

74

11.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

77

11.1. Executive director in charge of internal controls and risk management

78

11.2. Provost for internal audit

78

11.3. Organizational model ex D. Lgs. 231/2001

79

11.4. Independent auditors

79

11.5. Executive officer responsible for the preparation of the financial statements of the Company and

other company roles and functions

79

11.6. Coordinating between the subjects involved in internal control systems and risk management

80

12.0 INTERESTS OF THE DIRECTORS AND OPERATIONS WITH RELATED PARTIES

81

13.0 APPOINTMENT OF STATUTORY AUDITORS

82

14.0 COMPOSITION AND FUNCTIONS OF THE BOARD OF STATUTORY AUDITORS

(ex art. 123-bis,sub-section 2, letter d and d-bis),

84

15.0 RELATIONS WITH SHAREHOLDERS

87

16.0 SHAREHOLDERS' MEETINGS (ex art. 123-bis,sub-section 2, letter c), TUF)

88

17.0 OTHER POLICIES OF CORPORATE GOVERNANCE (ex art. 123-bis,sub-section 2, letter a), TUF

92

18.0 CHANGES SINCE THE CLOSING OF THE FINANCIAL YEAR

93

19.0 CONSIDERATIONS ON THE LETTER OF DECEMBER 13th 2019 FROM THE PRESIDENT OF THE

CORPORATE GOVERNANCE COMMISSION

94

TABLES

Table 1: Information on ownership

96

Table 2: Structure of the Board of Directors and its committees

97

Table 3: Structure of the Board of Statutory Auditors

98

APPENDICES

Appendix 1: Paragraph on the "Main characteristics of the systems for risk management and internal controls

in relation to the financial information process" in compliance with art. 123-bis, comma 2, letter b), TUF

100

CONSOLIDATED FINANCIAL STATEMENT OF EL.EN. GROUP AS OF

DECEMBER 31st 2020

103

FINANCIAL CHARTS AND NOTES

103

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

104

CONSOLIDATED INCOME STATEMENT

106

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

107

CONSOLIDATED CASH FLOWS STATEMENT

108

CHANGES IN THE CONSOLIDATED SHAREHOLDERS' EQUITY

109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT

111

DECLARATION OF THE CONSOLIDATED FINANCIAL STATEMENT IN CONFORMITY WITH

ART.81-TER CONSOB REGULATION N. 11971 OF MAY 14th, 1999 AND LATER MODIFICATIONS

AND ADDITIONS

164

REPORT OF THE INDEPENDENT AUDITORS

165

FINANCIAL STATEMENT OF EL.EN. S.p.A. AS OF DECEMBER 31st 2020

170

ACCOUNTING CHARTS AND NOTES

170

STATEMENT OF FINANCIAL POSITION

171

INCOME STATEMENT

173

STATEMENT OF COMPREHENSIVE INCOME

174

CASH FLOW STATEMENT

175

CHANGES IN THE SHAREHOLDERS' EQUITY

176

NOTES TO THE SEPARATE FINANCIAL STATEMENT

177

DECLARATION OF THE SEPARATE FINANCIAL STATEMENT IN CONFORMITY WITH

ART.81-TER CONSOB REGULATION N. 11971 OF MAY 14th, 1999 AND LATER

MODIFICATIONS AND ADDITIONS

217

REPORT OF THE INDEPENDENT AUDITORS ON THE FINANCIAL

STATEMENTS OF EL.EN. S.p.A.

218

REPORT OF THE BOARD OF STATUTORY AUDITORS

223