Falck Renewables S p A : Call notice of the Shareholders' Meeting - 29 April 2021

FALCK RENEWABLES S.P.A.

With registered offices in Milano, Corso Venezia 16

Fully paid up share capital: € 291,413,891

Milano Monza Brianza Lodi Companies Register, Tax and VAT Code 03457730962

Company subject to direction and coordination activity as per art. 2497-bis of the Italian Civil Code, by FALCK S.p.A.

Website:www.falckrenewables.com

CALL NOTICE

ORDINARY SHAREHOLDERS' MEETING

Shareholders eligible to vote are invited at the Ordinary Shareholders' Meeting convened on 29 April 2021 at 11 a.m., on first call, at Company's offices in Milan (Italy), Corso Venezia 16, and, if necessary, on 30 April 2021, on second call, same time and location, to discuss and resolve upon the following

AGENDA

• 1. Annual financial Report at 31 December 2020:

  • 1.1 approval of the Financial Statements at 31 December 2020, together with the Board of

    Directors' Report on Operations, the Statutory Auditors' Report and the Legal Auditing Firms'

    Report: related and consequent resolutions. Presentation of the Consolidated Financial Statements at 31 December 2020;

  • 1.2 proposed allocation of the profit for the year and dividend distribution to Shareholders: related and consequent resolutions.

• 2. Annual report on the remuneration policy and compensation paid:

  • 2.1 approval of the "2021 Remuneration Policy" contained in Section I, pursuant to Article 123- ter, paragraph 3-bis, of Legislative Decree no.58/98;

  • 2.2 consultative vote on the "compensation paid in 2020" indicated in Section II, pursuant to

    Article 123-ter, paragraph 6, of Legislative Decree no.58/98.

3. Proposal of adjustment of remuneration of the Legal Auditing Firm PricewaterhouseCoopers

S.p.A. for the financial years 2020-2028; related and consequent resolutions

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In order to minimize the risks associated with the current health emergency, the Company has decided to make use of the option established by Decree Law no. 18 of 17 March 2020, setting out "Measures to strengthen the National Health Service and economic support for families, workers and companies connected with the epidemiological emergency by COVID-19" converted into law with amendments by no. 27 of 24 April 2020 (the "Decree") - as extended by effect of Decree Law No. 183 of 31 December 2020 converted into law with amendments by Law No. 2 of 26 February 2021 - to provide that shareholders' participation in the Shareholders' Meeting shall be exclusively through the designated representative pursuant to Article 135-

Falck Renewables S.p.A.

Via Alberto Falck, 4-16 (ang. viale Italia), 20099 Sesto S. Giovanni (MI) - P [phone] - Wwww.falckrenewables.com Cap. Soc. € 291.413.891,00 int.vers. Direzione e coordinamento da parte di Falck S.p.A.

Sede legale: Corso Venezia, 16, 20121 Milano - Registro Imprese Cod. Fiscale e Partita Iva 03457730962 - REA MI - 1675378

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undecies of Legislative Decree no. 58/98, i.e. through Società per Amministrazioni Fiduciarie Spafid S.p.A, with registered office in Milan, ("Designated Representative" or "Spafid"), without physical participation by shareholders.

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Share Capital and shares with voting rights (art. 125-quarter of Legislative Decree No. 58/98)

To date, the share capital of Falck Renewables S.p.A. (hereinafter the "Company") subscribed and fully paid up, amounts to € 291,413,891.00, and is divided into 291,413,891 shares, with no stated nominal value. Each share entitles its owner to one vote. At today's date, the Company owns 2,210,000 shares with suspended

voting rights.

Entitlement to participate and vote at the Shareholders' Meeting

In relation to the intervention and vote from the entitled individuals, we are providing the following information (in compliance with art.125-bis of the Legislative Decree 58/98):

• - Under art. 83-sexies of the Legislative Decree 58/98 the entitlement to intervene and exercise voting rights at Shareholders' Meeting - which may be exercised exclusively through the Designated

  Representative - is evidenced by a notice to be made to the Company by the authorised intermediary, based on the latter's accounting records at the end of the seventh trading day preceding the scheduled date of the Shareholders' Meeting on first call, i.e., April 20, 2021 (record

  date). Any persons that will prove to be shareholders of the Company following such date, shall not be entitled to intervene and vote at the Shareholders' Meeting. The intermediary's notice must reach

  the Company by the end of the third trading day preceding the scheduled date of the Shareholders'

  Meeting, i.e., no later than the April 26, 2021. This is without prejudice to the legitimate attendance and voting, if the notice is received by Company after the specified term of April 20, 2021, provided that it is received before the start of works of the meeting on single call;

• - No voting procedures by correspondence or electronic message are foreseen.

The participation of the directors, statutory auditors, the secretary of the meeting, the representative of the auditing firm and the Designated Representative will take place in compliance with the containment measures provided for by law, including through the use of remote connection systems, in accordance with the provisions in force.

Participation in the Shareholders' Meeting and granting of proxy to the Designated representative

Shareholders wanting to attend the Shareholders' Meeting must, therefore, confer upon the Designated Representative the delegation - with voting instructions - on all or some of the proposed resolutions on the items on the agenda, using the specific delegation form prepared by said Designated Representative in

accordance with the Company and available on the Company's websitehttps://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#29-04-2021.

The proxy with voting instructions must be sent, together with a copy of an identity document of the proxy grantor with current validity or, if the proxy grantor is a legal person, the pro tempore legal representative or another person with relevant powers, together with suitable documentation to certify its qualification and powers, to the aforesaid Designated Representative, by the end of the second trading day prior to the date of the Shareholders' Meeting set on first and also on second call (i.e. by 11:59 p.m. on April 27, 2021 or April 28, 2021 respectively), with the following alternative methods: (i) transmission of a copy reproduced electronically (PDF) to the certified e-mail [e-mail] (ref. "Proxy AGM Falck

Renewables 2021") from one's certified e-mail address (or failing that, from one's ordinary e-mail address, in this case the proxy with the voting instructions must be signed with a qualified electronic or digital signature); (ii) original transmission, by courier ore registered A/R to Spafid S.p.A., Foro Bonaparte n. 10, 20121 Milan (ref. "Proxy AGM Falck Renewables 2021") by anticipating a copy reproduced electronically (PDF) by ordinary e-mail [e-mail] (ref. "Proxy AGM Falck Renewables 2021").

The proxy, thus conferred, shall be valid only for the proposals in relation to which voting instructions were conferred. The proxy and voting instructions can be revoked by the end of the second trading day prior to the date set for the Shareholders' Meeting on first and second call (i.e. by 11:59 p.m. on April 27, 2021 or April 28, 2021 respectively) in the above manner.

In accordance with said Decree, the Designated Representative may also be granted proxies and/or sub-delegations pursuant to article 135-novies of the Legislative Decree 58/98 as an exception to article 135- undecies, paragraph 4 of the Legislative Decree 58/98. For this purpose, the specific proxy/sub-delegation, form available on the websitehttps://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#29-04-2021 must be used.

In order to grant and send proxies/sub-delegations, the procedures set out above form must be followed and also reported on the proxy form. The proxy must be received by and no later than 6:00 p.m. on the day before the date of the Shareholders' Meeting (and in any case no later than the meeting starts). The proxy pursuant to art. 135-novies of the Legislative Decree 58/98 and the related voting instructions can always be revoked before said deadline.

Any information relating to the granting of proxies and further methods of sending and notifying such proxies may be requested to the Designated Representative at the e-mail [e-mail] or by calling ([phone] or ([phone].

The Company reserves the right to supplement and/or amend the above instructions in consideration of the need to monitor the current COVID-19 epidemic emergency and its developments which that cannot currently be forecast.

Right to request integrations and to present new proposals of resolutions (art. 126-bis, paragraph 1, first sentence, of Legislative Decree No. 58/98)

In compliance with the law, the Shareholders, who individually or jointly account for at least one fortieth of

the share capital may request, within ten days of publication of this notice of calling (i.e. within April 9, 2021), the integration of the list of items on the Agenda, specifying in the request the additional proposed items, or present proposals of resolutions on items already on the Agenda.

Shareholder for whom the Company has received the notice from an authorised intermediary pursuant to the applicable laws are entitled to request integration of the list of items on the Agenda or present proposals of resolutions.

The requests, together with the certificate attesting entitlement to participate, must be presented in writing and be submitted to the Company via certified e-mail [e-mail] or the e-mail [e-mail].

By the same deadline and in the same manner as per the request of integration of the Agenda, the Shareholders shall submit a report on the motivations of for the proposals of resolutions on the new items for which they require discussion or for the proposal of resolutions presented on items already on the Agenda.

The notice of possible additional items placed on the Agenda or possible presentation of further proposals of resolutions on items already on the Agenda is given by the Company in the same form prescribed for the publication of this notice of calling, at least fifteen days prior to the scheduled date of the Shareholders'

Meeting, on first call.

Contextually with the publication of such integration notice, the report drawn up by the requesting Shareholders, accompanied by possible observations by the Board of Directors, shall be made available to the public by the Company in the same forms.

Please be reminded that the Agenda cannot be integrated with items on which, in accordance with the law, the Shareholders' Meeting resolves 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, paragraph 1, of Legislative Decree No. 58/98.

Presentation of individual proposals of resolutions (art. 126-bis, paragraph 1, penultimate sentence, of Legislative Decree No. 58/98)

Since the participation in the Shareholders' Meeting and the exercise of voting rights shall be exclusively through the Designated Representative, for the purposes of this Shareholders' Meeting, in order to enable those concerned to exercise their right pursuant to Art. 126-bis, paragraph 1, penultimate sentence, of Legislative Decree No. 58/98- even if in a way and on terms compatible with the Covid-19 health emergency and the imperative need for individual proposals of resolutions to be known by all those entitled to attend the Shareholders' Meeting and exercise their voting rights in time to provide voting instructions to the Designated Representative - Shareholders may individually submit proposals of resolutions to the Company on the items on the agenda by 13 April 2021 so that the Company may proceed with their subsequent publication. Shareholders submitting proposals shall legitimise their right by transmitting to the Company appropriate documentation issued in accordance with the applicable provisions by the intermediary holding the account in which the ordinary shares are registered. The proposals of resolutions and the aforementioned documentation relating to legitimation must be sent to the following certified e-mail [e-mail] or to the e-mail [e-mail]