SHAREHOLDERS’ MEETINGS

PARTICIPATIONS AND INTERVENTIONS IN THE ASSEMBLIES YEARS 2025-2011
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APRIL 29, 2026

Shareholders are hereby convened for an Ordinary Shareholders’ Meeting at the registered office of Hera S.p.A. – Viale C. Berti Pichat no. 2/4, Bologna – at the “Spazio Hera” space – on April 29, 2026, at 10:00 a.m., in a single call, to discuss and resolve on the following:
Agenda

Hera S.p.A. financial statements as of December 31, 2025: related and consequent resolutions.
Presentation of the consolidated financial statements as of December 31, 2025. Reports of the Board of Directors, the Board of Statutory Auditors, and the Independent Auditors.
Proposal for the allocation of net profit for the year: related and consequent resolutions.
Report on the remuneration policy and compensation paid: resolutions pertaining to Section I – Remuneration Policy.
Report on the remuneration policy and compensation paid: resolutions related to Section II – Compensation Paid.
Renewal of the authorization to purchase treasury shares and methods of disposing of such shares: related and consequent resolutions.
Appointment of the members of the Board of Directors: related and consequent resolutions.
Determination of the compensation of the members of the Board of Directors: related and consequent resolutions.
Appointment of the members of the Board of Statutory Auditors and the Chairman: related and consequent resolutions.
Determination of the compensation of the members of the Board of Statutory Auditors: related and consequent resolutions.

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On the occasion of the Shareholders’ Meeting held on April 29, 2026, it was not deemed necessary to speak from the floor, as the questions concerning the topics under review had already been submitted in advance by e-mail to the IR Team, from which prompt, comprehensive, and clarifying replies were received, confirming once again its customary efficiency and willingness to engage in dialogue.

Furthermore, in the moments preceding the beginning of the Shareholders’ Meeting, the spokesperson of Azionehera had a brief informal exchange with the Chairman and with several top managers of the company — including the Director of Herambiente and the Fleet Director — who provided further clarifications regarding aspects and operational dynamics previously unknown, thus helping to resolve the remaining residual doubts.

As has been the case for several years, Azionehera voted in favour of all the items on the agenda proposed by the Board of Directors.

This decision reflects a sense of trust, respect and appreciation towards the Company’s leadership and the Group’s management team.

We appreciate the transparency of the information provided, the expertise demonstrated across the various areas of activity, the ability to govern a complex industrial organization, and the managerial continuity that characterizes the Company. Many senior executives have in fact developed their careers within the Group, contributing directly to its growth and success over the years.

The external growth strategy pursued through mergers and acquisitions, often implemented through share exchange transactions, is also considered effective. Through consistency, industrial vision and daily commitment, it has helped transform Hera into one of Italy’s leading multi-utility companies.

The dialogue with shareholders during the 2026 Shareholders’ Meeting further reinforced the impression of a solid and cohesive leadership team, capable of managing and developing an organization operating across a vast territory while maintaining a clear strategic direction and pursuing a path of steady and sustainable growth.

Special appreciation is extended to Executive Chairman Cristian Fabbri and Chief Executive Officer Orazio Iacono for their openness to dialogue with shareholders, the clarity with which they present the Company’s strategies, and their contribution to fostering a corporate culture focused on growth, responsibility and long-term value creation.

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Preparatory materials for the Shareholders’ Meeting provided by Azionehera

1. Transition from Waste Tax to Pay as you throw tariff – an alternative proposal – an alternative proposal

2. Question on external factors affecting the value for small shareholders – an operational proposal

APRIL, 30 2025 

The Shareholders are called to an Extraordinary and Ordinary Meeting at the registered office of Hera S.p.A. – Viale C. Berti Pichat n. 2/4, Bologna – at “Spazio Hera” – on 30, April 2025 at 10:00 a.m. in a single call to discuss and deliberate on the following Agenda CONTINUED