Falck Renewables S p A : Directors’ report of the Shareholders' meeting agenda

DIRECTORS' REPORT ON THE ITEM ON THE AGENDA

EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING

14 DECEMBER 2021

(Report prepared in accordance with Articles 125-ter and 123-ter, paragraph 3-bis of the TUF and Articles 72 and 84-ter of Issuers' Regulation)

FALCK RENEWABLES

www.falckrenewables.com

DIRECTORS' EXPLANATORY REPORT ON THE ONLY ITEM ON THE AGENDA OF THE

EXTRAORDINARY SHAREHOLDERS' MEETING OF DECEMBER 14, 2021

(Report prepared pursuant to Article 72 of the Issuers' Regulation and Article 125-ter of the TUF, in

compliance with scheme no. 3 of Annex 3A to the Issuers' Regulation)

Dear Shareholders,

In accordance with Article 72 of the regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented, and Article 125-ter of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented, the Board of Directors of Falck Renewables S.p.A. (the "Company") provides you with the explanatory report (the "Explanatory Report") on the only item on the agenda of the shareholders' meeting convened in extraordinary form - by means of a notice of call published on November 13, 2021 on the Company's website (https://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#14- 12-2021) and on the authorized storage mechanism "eMarket STORAGE" (available at www.emarketstorage.com), as well as by extract on the newspaper MF/Milano Finanza - at the Company's registered office in Milan, Corso Venezia 16, for December 14, 2021, at 4:30 p.m., in a single call.

In particular, the only item on the agenda of the aforementioned shareholders' meeting to be held in extraordinary form is the following:

"Proposal to amend Article 1 of the articles of association. Related and consequent resolutions."

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This Explanatory Report is filed on the date hereof and made available to the public on the Company's website (https://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#14- 12-2021) and on the authorized storage mechanism "eMarket STORAGE" (available at www.emarketstorage.com).

Milan, November 13, 2021

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EXPLANATORY REPORT, PREPARED IN ACCORDANCE WITH ARTICLE 72 OF THE ISSUERS' REGULATION AND ARTICLE 125-ter OF THE TUF, ON THE ONLY ITEM ON THE AGENDA OF THE EXTRAORDINARY SHAREHOLDERS' MEETING CONVENED FOR DECEMBER 14, 2021

Item on the agenda:

"Proposal to amend Article 1 of the articles of association. Related and consequent resolutions."

Dear Shareholders,

You have been convened for a shareholders' meeting to be held in extraordinary form in order to discuss and resolve upon a proposal to amend Article 1 of the articles of association of Falck Renewables S.p.A. (the "Company" or "FKR"), concerning the change of the Company's corporate name.

This report has been prepared in accordance with Article 72 of the regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), and Article 125-ter of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented, in compliance with scheme no. 3 of Annex 3A to the Issuers' Regulation.

First of all, it should be noted that, as a result of the search for a strategic partner capable of supporting and accelerating the Company's medium/long-term growth in the renewable energy sector, on October 19, 2021 Falck S.p.A. and Infrastructure Investments Fund Int'l Acquisitions Ltd. (the "Partner"), an institutional investor advised by J.P. Morgan Investment Management, entered into a share purchase agreement for the acquisition by the Partner of a 60% interest in FKR owned by Falck S.p.A. (the "SPA"). Upon the closing of this transaction (the "Closing"), which is expected to take place in the first quarter of 2022, the Partner (or another company identified by the Partner) will be legally obliged to launch a public tender offer, at terms and conditions that are at least equivalent to those granted to the previous controlling shareholder, on all of the remaining shares of FKR.

In this regard, please also see the explanatory report of the Board of Directors on the only point on the agenda of the ordinary shareholders' meeting also convened for December 14, 2021.

In particular, the SPA provides, inter alia, for the seller's undertaking to cause that - within 60 calendar days from the date of signing of the SPA - an extraordinary shareholders' meeting of the Company will be convened and held to approve an amendment to Article 1 of the articles of association, in order to allow FKR to maintain its current corporate name until the first anniversary of the Closing date.

Article 1 of FKR's articles of association currently includes a transitional clause according to which, if Falck S.p.A. should cease to exercise de jure control over the Company pursuant to Article 2359, paragraph 1, no. 1, of the Italian Civil Code, or if for any reason the license agreement granting the Company use of the "Falck" trademark should cease to have effect, the Company will acquire, in place of the current name, the corporate name of "Renpow S.p.A.".

The amendment to Article 1 of the articles of association submitted to your attention hereto is therefore aimed at postponing by one year the application of the abovementioned transitional clause, in compliance with the provisions of the SPA.

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In this regard, it should be noted that reasons of expediency suggest the preservation of the current corporate name for a period of one year from the date of the Closing. The Board of Directors, indeed, deems useful and convenient that the change of the corporate name of FKR takes place gradually, in order to avoid the risk of confusion on the market following completion of an extraordinary transaction affecting the well-established ownership and control structure of the Company.

For the same purpose, the SPA provides that Falck S.p.A., concurrently with the Closing, will enter into an amendment to the license agreement granting FKR use of the "Falck" trademark (by removing the change of control clause contained therein) in order to allow the Company to maintain, for all intents and purposes, its current corporate name for the abovementioned period of time.

It should also be noted that the resolution proposal submitted to your attention hereto is in accordance with what has already been resolved by the Board of Directors of FKR on October 19, 2021. On October 19, 2021, the Board of Directors, after assessing the potential benefit to the Company and the consistency with the FKR's corporate interests, expressly approved the performance by the Company and its subsidiaries of the various cooperation activities provided for in the SPA (as undertakings of the seller for the actions of a third party) during the interim period between signing and Closing.

In conclusion, in light of the above, the Board of Directors proposes that you approve - effective as of and subject to the actual occurrence, by October 31, 2022, of a change of control over the Company

• an amendment to Article 1 of FKR's current articles of association, in order to provide that the change of the Company's corporate name will become effective one year after the change of control of FKR occurs. This amendment to the articles of association is intended to allow for a gradual transition period for FKR with respect to the change of its corporate name.

The following is a comparison of Article 1 of the articles of association, which is hereto proposed to be amended (subject to the occurrence, by October 31, 2022, of a change of control over the Company), as currently drafted and as proposed, with an explanation of the proposed changes:

Articles of Association - current text		Articles of Association - proposed text
Art. 1 Name		Art. 1 Name
The Company is named		The Company is named
"Falck Renewables S.p.A."		"Falck Renewables S.p.A."
TRANSITIONAL CLAUSE If the company		TRANSITIONAL CLAUSE If the companyAfter
Falck S.p.A., with tax code 00917490153,		expiry of a one-year term from the date on
should cease to exercise de jure control over		which Falck S.p.A., with tax code
the Company pursuant to Article 2359(1)(1) of
	00917490153, should ceaseceasedto exercise
the Italian Civil Code, or if for any reason the		de jure control over the Company pursuant to
licence agreement granting the Company use		Article 2359(1)(1) of the Italian Civil Code, or if
of the Falck trademark should cease to have		on the date on whichfor any reason the licence
effect, the Company shall acquire the		agreement granting the Company use of the
corporate name of "Renpow S.p.A." in place		Falck trademark should cease to have effect, the
of the name stated in Article 1 and Article 1		Company shall acquire the corporate name of
shall read as follows:		"Renpow S.p.A." in place of the name stated in
"Article 1 Name		Article 1 and Article 1 shall read as follows:
	"Article 1 Name
The Company is named "Renpow S.p.A."
The foregoing shall enter into effect, once		The Company is named "Renpow S.p.A."
one of the two conditions referred to above		The foregoing shall enter into effect, once one
has been met, from the date of registration in		of the two conditions referred to above has been

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the Companies Register by the pro tempore	met, from the date of registration in the
legal	representatives,	delegated	and	Companies Register by the pro tempore legal
authorised to do so, of the new text of the	representatives, delegated and authorised to do
articles of association, including said	so, of the new text of the articles of association,
amendment to Article 1.			including said amendment to Article 1.

The above proposal to amend the articles of association, if approved by the Company's extraordinary shareholders' meeting, shall not give rise, pursuant to applicable law and the articles of association, to the right of withdrawal of those shareholders who will not have contributed to the approval of said resolution.

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For all the above reasons, the Board of Directors invites you to approve the following.

Resolution proposal

"The shareholders' meeting of Falck Renewables S.p.A., having taken note of the explanatory report of the Board of Directors on today's extraordinary shareholders' meeting,

RESOLVES

1. to approve - effective as of and subject to the loss of control by Falck S.p.A. over the Company, pursuant to Article 2359, paragraph 1, no. 1, of the Italian Civil Code, by October 31, 2022 - an amendment to Article 1 of the Company's articles of association, rephrasing Article 1 as follows:

"The Company is named

"Falck Renewables S.p.A."

TRANSITIONAL CLAUSE After expiry of a one-year term from the date on which Falck S.p.A., with tax code 00917490153, ceased to exercise de jure control over the Company pursuant to Article 2359(1)(1) of the Italian Civil Code, or on the date on which for any reason the licence agreement granting the Company use of the Falck trademark should cease to have effect, the Company shall acquire the corporate name of "Renpow S.p.A." in place of the name stated in Article 1 and Article 1 shall read as follows:

"Article 1 Name

The Company is named "Renpow S.p.A."

The foregoing shall enter into effect, once one of the two conditions referred to above has been met, from the date of registration in the Companies Register by the pro tempore legal representatives, delegated and authorised to do so, of the new text of the articles of association, including said amendment to Article 1.";

1. to grant the Company's pro tempore legal representatives the broadest powers, to be exercised severally, in order for them, also through attorneys appointed by them within the limits of applicable law - and in full compliance with what is provided for in the explanatory report of the Board of Directors - to be able to carry out any act or activity necessary or appropriate for the implementation of this resolution (should this resolution become effective, i.e. upon the occurrence of the condition precedent set out under point (A) above)."

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Milan, November 10, 2021

For the Board of Directors

The Chairman - Enrico Falck

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