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    FKR   IT0003198790


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Falck Renewables S p A : Call notice of the Shareholders' Meeting

11/13/2021 | 03:20am EST


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



Shareholders eligible to vote are invited at the Extraordinary and Ordinary Shareholders' Meeting convened on 14 December 2021 at 4.30 p.m., on single call, at Company's offices in Milan (Italy), Corso Venezia 16, to discuss and resolve upon the following


Extraordinary Part:

1. Proposal to amend Article 1 of Articles of Association. Related and consequent resolutions.

Ordinary Part:

1. Proposal to amend the "2021 Remuneration Policy) contained in Section I of the Annual report on remuneration policy and compensation paid approved by Shareholders' Meeting on April 29, 2021, pursuant to Article 123-ter, paragraph 3-bis, of Legislative Decree no. 58/98.


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 as most recently supplemented and amended by Decree Law No. 105 of 23 July 2021 , converted into law with amendments by Law No. 126 of 16 September 2021 (the "Decree") to provide that shareholders' participation in the Shareholders' Meeting shall be exclusively through the designated representative pursuant to Article 135-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"), without physical participation by shareholders.


Falck Renewables S.p.A.

Via Alberto Falck, 4-16 (ang. viale Italia), 20099 Sesto S. Giovanni (MI) - P +39 02 24331 - W www.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


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, i.e., December 3, 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 December 9, 2021. This is without prejudice to the legitimate attendance and voting, if the notice is received by Company after the specified term of December 3, 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 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 website https://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#14-12-2021.

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 (i.e. by 11:59 p.m. on December 10, 2021), with the following alternative methods: (i) transmission of a copy reproduced electronically (PDF) to the certified e-mail address


assemblee@pec.spafid.it(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 to assemblee@pec.spafid.it(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 (i.e. by 11:59 p.m. on December 3, 2021) 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 website https://www.falckrenewables.com/en/corporate-governance/shareholders- meetings#14-12-2021must 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 address confidential@spafid.itor by calling (+39) 0280687335 or (+39) 0280687319.

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 November 23, 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 address FKR.societario@legalmail.itor the e-mail address segreteria.societaria@falckrenewables.com.

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 November 25, 2021so 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 address FKR.societario@legalmail.itor to the e-mail address segreteria.societaria@falckrenewables.com. The proposals of resolutions received within the terms and according to the above procedures shall be published on the Company's website by November 26, 2021, so that Shareholders eligible to vote may examine them for the purpose of granting proxies and/or sub-delegations, with the related voting instructions, to the Designated Representative. For the purposes of the above, the Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda, their completeness and their compliance with the applicable provisions, as well as the legitimacy of the proposers.

Right to ask questions on items on the Agenda (art. 127-ter of Legislative Decree No. 58/98)

The shareholders with voting rights and in relation to whom the Company has received a specific notice with


relevant certification evidencing the capacity as shareholder from an authorised intermediary may ask questions on the items on the agenda even before the Shareholders' Meeting, by means of electronic

communication to the certified e-mailFKR.societario@legalmail.itor e-mailsegreteria.societaria@falckrenewables.com.

The certification is not necessary, if the specific notice necessary for the intervention in the Shareholders' Meeting is received by the Company from the authorised intermediary itself.

Questions must be presented by December 3, 2021(the seventh trading day prior to the Shareholders' Meeting). The Company will answer questions received by that deadline, by the second trading day prior to the Shareholders' Meeting (i.e. by December 10, 2021), by publishing the answers on the company's website https://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#14-12-2021.


The documents regarding the Shareholders' Meeting, as provided for by applicable laws, are made available to Shareholders and the public on the Company's website https://www.falckrenewables.com/en/corporate- governance/shareholders-meetings#14-12-2021,as well as on the authorised storage system "eMarket STORAGE" (available at www.emarketstorage.com) as of today's date.

Those eligible to vote have the right to obtain copy of the documentation regarding the Shareholders' Meeting.


Due to the emergency of COVID-19, the Company recommends using the forms of remote communication indicated in this notice in order to exercise shareholders' rights.

Finally, the Company reserves the right to supplement and/or amend the content of this notice should it become necessary as a result of the evolution of the current emergency situation related to COVID-19.


The full text of call notice has been published on today's date, on the Company's website and on the authorized storage system "eMarket STORAGE" (available at www.emarketstorage.com), and for extract on the newspaper "MF/Milano Finanza".

Milan, November 13, 2021

The Chairman of the Board of Directors

Enrico Falck

The official text is the Italian version of the document. Any discrepancies or differences arisen in the translation are not binding and have no legal effect. In case of any dispute on the content of the document, the Italian original shall always prevail.



Falck Renewables S.p.A. published this content on 13 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 November 2021 08:19:00 UTC.

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