Elica S p A : Shareholders' Meeting Call April 29 2021

SHAREHOLDERS' MEETING CALL NOTICE

(published on March 19, 2021)

Those with the right to attend and vote are called to the Shareholders' Meeting, which will be conducted exclusively by means of video conference, on April 29, 2021 at 09 AM in single call to discuss and vote upon the following

Agenda

1. Approval of the 2020 Annual Accounts:

1.1 Approval of the Financial Statements at December 31, 2020; Directors'

Report; Board of Statutory Auditors' Report; Non-Financial Report; Independent Auditors'

Report. Presentation of the Consolidated Financial Statements at December 31, 2020;

1.2 Resolutions on the result for the year;

2. Remuneration Report:

• 2.1 approval of the remuneration policy in accordance with Article 123-ter, paragraph 3-bis of Legislative Decree No. 58/1998;

• 2.2 resolutions on the second section, in accordance with paragraph 6 of Article 123-ter of Legislative Decree No. 58/1998 (CFA).

3. Appointment of the Board of Directors and the Chairperson:

• 3.1 Establishment of the number of Directors;

• 3.2 Establishment of the duration of office;

• 3.3 Appointment of the Directors and the Chairperson.

4. Determination of the remuneration of the members of the Board of Directors, as per Article

2389 of the Civil Code and proposal for the renewal of insurance coverage.

4.1 Determination of the remuneration of the members of the Board of Directors, as per Article 2389 of the Civil Code.

4.2 Proposal for the renewal of insurance coverage.

5. Appointment of the Board of Statutory Auditors:

• 5.1. Appointment of the Board of Statutory Auditors for the 2021-2023 period. Appointment of the

  Chairperson.

• 5.2. Establishment of the remuneration of Statutory Auditors.

5.3 Proposal for the renewal of insurance coverage.

6. Authorisation of the purchase and utilisation of treasury shares.

Share capital information: the share capital comprises 63,322,800 ordinary shares of a unitary nominal value of Euro 0.20, each conferring one vote. At today's date, the Company does not hold treasury shares. This situation may have changed by the date of the Shareholders' Meeting; any change will be communicated at the beginning of the Meeting.

Supplementation of the Agenda and proposals on matters already on the Agenda: shareholders which, also jointly, represent at least one-fortieth of the share capital with voting rights can request supplementation of the matters on the Agenda or additional proposals, through written request to besent to the certified email [e-mail] within ten days from publication of the present notice (by March 29, 2021), in accordance with Article 126-bis of the CFA. Within the same time period and in the same manner, a Report concerning the new proposed matters for the Agenda or further proposals and certification of share ownership by the relative intermediary must be provided to the Company.

Other shareholder rights: in relation to the fact that attendance at the Shareholders' Meeting is exclusively permitted through the Designated Agent, entitled shareholders who wish to draw up proposals to be discussed and voted upon regarding matters on the agenda should present them by April 14, 2021. These proposals shall be published without delay by April 16, 2021, on the Company website in order to allow those with voting rights to express their vote knowledgeably, also taking into account these new proposals and to permit the Designated Agent to collect any voting instructions on such.

Participation at the Shareholders' Meeting: all those who have sent the company the communication provided by the appointed intermediary by the end of the third market day preceding the date fixed for the Shareholders' Meeting have the right to attend the Meeting, but may still attend and vote as long as the communications sent to the Company after the above-stated time period are received before the beginning of the business of the Shareholders' Meeting.

The communication provided by the intermediaries is based on the available information at the end of the seventh trading day before the date fixed for the Shareholders' Meeting (April 20, 2021). Those who hold shares only after that date will not have the right to attend or vote at the Shareholders' Meeting.

Pursuant to Article 106 of Decree Law No. 18 of March 17, 2020 (the so-called "Italian Healthcare" Decree), converted by Law No. 27 of April 24, 2020, as last amended by Decree Law No. 183 of December 31, 2020, converted with amendments by Law No. 21 of February 26, 2021, attendance at the Shareholders' Meeting by those who are entitled to vote is permitted exclusively through the Designated Agent, pursuant to Article 135-undecies, CFA, to whom a proxy or sub-delegation may be granted pursuant to Article 135-novies, CFA, as an exception to the provisions of Article 135-undecies, CFA, in accordance with the procedures and conditions indicated below.

Attendance at the Shareholders' Meeting and assigning of proxy to the Designated Agent

The Company has appointed Computershare S.p.A. - with registered office in Milan, via Mascheroni No. 19, 20145 - to represent the shareholders pursuant to Article 135-undecies of Legislative Decree No. 58/98 and the cited Decree Law (the "Designated Agent"). Shareholders who wish to attend the Shareholders' Meeting must therefore grant the Designated Agent a proxy - with voting instructions - on all or some of the proposed resolutions on the items on the Agenda using the specific proxy form, including electronically, prepared by the Designated Agent in agreement with the Company, available on the Company's website at the addresshttps://elica.com/corporation (Investor Relations - Shareholders' Meeting section) which includes a link to send the procedure.

The proxy form with voting instructions must be submitted following the instructions on the form itself and on the Company's website by the end of the second market day open prior to the Shareholders'

Meeting (i.e. by April 27, 2021) and within the same deadline the proxy may be revoked.

The proxy, thus conferred, shall take effect only for those proposals in relation to which voting instructions have been given.

It should also be noted that the Designated Agent may also be conferred mandates or sub-delegations pursuant to Article 135-novies of the CFA, in derogation of Article 135-undecies, paragraph 4 of Legislative Decree No. 58/98 by following the instructions indicated in the form available on the Company's website at the following addresshttps://elica.com/corporationShareholders' Meeting section. In view of the current emergency, proxies may be granted by April 28, 2021. In the same way, those entitled may revoke, within the same deadline, the proxy/sub-delegation and the voting instructions given.

In view of the limitations that may arise due to health requirements, the participation in the Shareholders' Meeting of the persons entitled to attend (the members of the Corporate Boards, the Secretary in charge and the Designated Agent) may also take place by means of telecommunications (even exclusively) in the manner individually communicated to them, in compliance with the applicable regulations for this eventuality.

The Designated Agent will be available for clarification or information at 02-46776818 or at the [e-mail].

Shareholders are informed that the Company reserves the right to supplement and/or amend the above instructions in light of intervening needs following the current epidemiological emergency situation from COVID-19 and its currently unforeseeable developments.

Right to submit questions: those with voting rights may submit questions concerning the matters on the

Agenda, also before the Shareholders' Meeting, sending them at least seven days before the Meeting itself (April 20, 2021), at the certified email [e-mail],marked for the attention of the Investor Relations Manager. Questions received prior to the Meeting shall be answered no later than two trading days prior to the date of the Meeting (i.e. no later than April 27, 2021) by publication on the company's website. In order to exercise this right, certification by the intermediary confirming the right to vote must be sent to the Company.

Presentation of slates for the appointment of the Corporate Boards: the election of the Board of Directors and the Board of Statutory Auditors is carried out of the basis of slates, in accordance respectively with Articles 16 and 24 of the By-Laws, available on the Company websitehttps://elica.com/corporation(Corporate Governance section). Only shareholders who individually or collectively hold at least 2.5% of the share capital have the right to present slates. The slates of candidates, signed by the presenting shareholders and supported by the documentation required by the By-Laws and the applicable regulation, must be filed at the registered office of the Company for the attention of Legal & Corporate Affairs Office1 or sent by certified e-mail to:[e-mail], by April 4, 2021. The ownership of the minimum holding necessary

1 In this regard, it should be noted that the Company's registered office will be closed during the Easter holidays (from Thursday, April 1, 2021 to Wednesday, April 7, 2021 inclusive), and may also be closed as a result of applicable COVID-19 measures. Those wishing to file slates in paper form may therefore contact the Legal and Corporate Affairs Office appropriately in advance of the deadline.

for the presentation of slates is established considering the shares which have been registered in favour of the shareholder on the day on which the slates are filed with the Company, through sending of the communication required by current regulation. Proof of ownership may also be sent after filing of the slate, although by 5:30PM on April 8, 2021 in order to permit the publication of slates by the Company by the publication deadline (April 8, 2021). The slates presented by shareholders will be made available to the public at the registered office, on the Company websitehttps://elica.com/corporationInvestor

Relations - Shareholders' Meetings section), and on the authorised storage mechanism 1Info atwww.1info.it.

For the appointment of the Board of Statutory Auditors, if by the deadline of April 4, 2021 only one slate has been filed, or only related slates, in accordance with Article 144-sexies, paragraph 5 of the Issuers' Regulations No. 11971 of 14/05/1999, slates may be presented until the third day subsequent to the deadline (April 7, 2021), with the threshold for presentation of slates reduced to 1.25%. The slates presented that do not comply in full with the By-Laws shall be considered as not presented.

For the appointment of the Board of Directors:

• • each shareholder, as well as related shareholders through control or association relations in accordance with the civil code, may not present or vote on, even through nominees or trust companies, more than one slate;

• • the slates must not contain more than 11 candidates, each listed by progressive numbering;

• • each candidate may run on one slate only, subject to ineligibility;

• • candidates which (notwithstanding any other reason for ineligibility) do not hold the requirements established by law or the By-Laws may not be included on the slate of candidates;

• • a minimum number of candidates, however not lower than that required by regulations, must be independent as per the applicable rules. In this regard, Article 147-ter - paragraph 4 of the CFA establishes that at least one member of the Board of Directors, or two if the Board of Directors comprises more than seven members, must be considered independent as established for Statutory Auditors by Article 148, paragraph 3 of the CFA. In addition, as the Company is listed on the STAR segment, at least 2 (two) members (or 3, if the Board comprises between 9 and 14 members) must be independent in accordance with the Corporate Governance Code;

• • candidates from the under-represented gender must account for at least two-fifths of the total; where the application of the gender balance criterion does not result in an exact number of Board of Directors belonging to the under-represented gender, this number is rounded upwards;

• • the candidates should have a range of managerial skills and experience and knowledge of the industrial sector, considering also that at least one Board member should have appropriate financial or remuneration policy experience, with an additional member having appropriate accounting and financial or risk management experience.2

• • On filing, each slate must be accompanied by:

• • exhaustive information on the personal and professional characteristics of the candidates (curriculum vitae concerning their personal and professional characteristics of each candidate), specifying the offices of administration and control held by the candidates at other companies, in addition to an indication of the number of offices held in listed companies, taking account that the Board of Directors has expressed

2 For further details, reference should be made to the Report of the Board of Directors to the Shareholders' Meeting concerning the third and fourth matters on the Agenda illustrating the "Diversity Policy" adopted by the company in accordance with Article 123-bis, CFA.