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    FKR   IT0003198790

FALCK RENEWABLES S.P.A.

(FKR)
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Falck Renewables S p A : Proxy form to the appointed representative

11/13/2021 | 03:20am EST

FALCK RENEWABLES S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24th April 2020 no. 27 and as extended by effect of art. 6, D.L. 105/2021 as converted with modifications by Law 16th September 2021 no. 126

Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., with registered office in Milan, via Filodrammatici n. 10, fiscal code n. 00717010151, part of the Mediobanca Banking Group entered on the Register of Banking Groups, authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended (hereinafter "Spafid"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, taking into account the emergency period extension established by D.L. 23th July 2021 no. 105, as converted with modifications by Law 16th September 2021 no. 126, of FALCK RENEWABLES S.p.A. (hereinafter the "Company" or "FALCK RENEWABLES), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Extraordinary and Ordinary General Meeting of FALCK RENEWABLES to be held at Company's offices in Milan (Italy), Corso Venezia 16, on 14 December 2021, at 04:30 p.m., single call, as set forth in the notice of the shareholders' meeting published on the Company's website at https://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#14-12-2021,on 13 November 2021, and, in abridged form, in the Italian daily newspaper "MF/Milano Finanza", on 13 November 2021.

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting (i.e., i.e., by 11:59 p.m. of 10 December 2021). The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Appointed Representative - Spafid, as Appointed Representative, declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between Spafid and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a differentvote from that indicated in the instructions.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bisLegislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form (§)

I, the undersigned (party signing the proxy)

(Name and Surname) (*)

Born in (*)

On (*)

Tax identification code or other identification if foreign (*)

Resident in (*)

Address (*)

Phone No. (**)

Email (**)

Valid ID document (type) (*)

Issued by (*)

No. (*)

(to be enclosed as a copy)

  1. The Company will process the personal data in accordance with the information published on the Company's website at the following address https://www.falckrenewables.com/, in the
    "Corporate Governance" section - Shareholders' meeting 14-12-2021.
    (*) Mandatory. (**) It is recommended to fill. Società per Amministrazioni Fiduciarie SPAFID S.p.A.

FALCK RENEWABLES S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote

OR IF DIFFERENT FROM THE SHARE HOLDER

  • legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)
  • pledge bearer usufructuary custodian manager other (specify) ………………………………………………………………………………………………

Name Surname / Denomination (*)

(complete only if

Tax identification code or other identification if foreign (*)

the shareholder is

Born in (*)

On (*)

different from the

proxy signatory)

Registered office / Resident in (*)

Related to

No. (*) ___________________ shares Falck Renewables - ISIN

Registrated in the securities account (1) n. ___________________ at the custodian ___________ ABI ________ CAB _____

IT0003198790

referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No.. __________________________ Supplied by the intermediary: _________________________________

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES SPAFID S.p.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

  • that he/she/it is aware that the proxy to the Appointed Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted;
  • to have requested from the custodian the communication for participation in the Meeting as indicated above;
  • that there are no reasons for incompatibility or suspension of the exercise of voting rights.

AUTHORIZE Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the provided information.

(Place and Date) *

(Signature) *

Società per Amministrazioni Fiduciarie SPAFID S.p.A.

2

FALCK RENEWABLES S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (3) (Part 2 of 2)

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned (4) (Personal details)

__________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different -

name and surname / denomination)

__________________________________________________________________________________________________________

Hereby appoints Spafid to vote in accordance with the voting instructions given below at Extraordinary and Ordinary General Meeting of FALCK RENEWABLES to be held at Company's offices in Milan (Italy), Corso Venezia 16, on 14 December 2021 at 4:30 p.m., on single call by FALCK RENEWABLES S.p.A.

RESOLUTIONS SUBJECT TO VOTING

Extraordinary Part

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

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

Società per Amministrazioni Fiduciarie SPAFID S.p.A.

3

FALCK RENEWABLES S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

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.

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

(Place and Date) *

(Signature) *

Società per Amministrazioni Fiduciarie SPAFID S.p.A.

4

FALCK RENEWABLES S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

  1. Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
  2. Indicate the Communication reference for the Shareholders' Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  3. Pursuant to Article 135-undecies, paragraph 3, of Legislative Decree no. 58/1998, "The shares for which the proxy was granted, in full or in part, are counted for the purposes of determining that the meeting has been validly convened. In relation to proposals for which voting instructions were not given, the shareholder's shares do not count towards the calculation of the majority and the proportion of capital required for the approval of resolutions."
  4. Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).
  5. With reference to every items of the Agenda, if significant circumstances occur which are unknown at the time of granting the proxy (i.e. absence of proposals of the Board of Directors or absence of proposals indicated by the proposer in the terms of the law and issued by the Company), or if amendments or additions are made to the proposed resolutions put forward to the meeting and which cannot be notified to the proxy grantor, it is possible to choose from the following options: a) confirmation of the voting instruction already expressed; b)

modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. In case no choice is effected by the delegating party, will, as far as possible, confirm the voting instructions given in the main section. If it is not possible to vote according to the instructions given, Spafid will abstain on these matters.

______________________________________________________________________________________________________________________________________________________________________________________

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting, i.e., by 11:59 p.m. of 10 December 2021, together with:

  • a copy of an identification document with current validity of the proxy grantor or
  • in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers

by one or other of the following two methods:

  1. transmission of an electronically reproduced copy (PDF) to the certified email address assemblee@pec.spafid.it (subject line "Proxy for Falck Renewables 2021
    Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
  2. transmission of the original, by courier or registered mail with return receipt, to the following address: Spafid S.p.A., Foro Buonaparte 10, 20121 Milan (Ref. "Proxy for Falck Renewables 2021 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to assemblee@pec.spafid.it (subject line:
    "Proxy for FALCK RENEWABLES 2021 Shareholders' Meeting")

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Spafid S.p.A. by email to the following address confidential@spafid.it or by phone at the following telephone numbers (+39) 02.80687319 - 02.80687335 (during open office hours from 9:00 a.m. to 5:00 p.m.).

Società per Amministrazioni Fiduciarie SPAFID S.p.A.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

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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