Hera S p A : Information extract Level I pursuant to article 130 of the Consob Regulation December 2022 [177kb -

Essential information pursuant to article 130 of the Consob Issuer Regulation

Hera S.p.A.

Pursuant to article 131 of the regulations approved by Consob resolution 19 May 1999 and following amendments and integrations (the "Issuer Regulation"), kindly note that, with respect to the previous communication released on 4 January 2022, the following changes were introduced in the "Voting Syndicate and Share Transfer Rules Agreement" (the "Agreement"), signed on 28 April 2021, effective as of 1 July 2021 and concerning the exercise of voting rights and transfers of shares held in Hera by those adhering to the Agreement:

• a change in the number of Shares (as defined below) belonging to the Shareholders: Municipality of Serramazzoni (- 100,000 Shares) and Municipality of Vergato (- 80,000 Shares), ensuing from sales transactions carried out autonomously on the market by the shareholders. Following the changes mentioned above, the Voting Rights Conferred to each single shareholder have been modified to an equal degree.

Therefore, in light of the aforementioned changes:

• the overall number of Shares has decreased from 682,924,858 to 682,744,858, entailing a reduction in the percentage of Share Capital from 45.84808% to 45.83599%;
• the overall number of Conferred Voting Rights has fallen from 1,355,358,908 to 1,355,078,908 and the corresponding percentage of the Total Voting Rights that make up the Share Capital has decreased from 60.78710% to 60.78354%.

Nothing has changed concerning the overall number of Blocked Shares and the respective percentage of the share capital (571,257,152 Blocked Shares, equivalent to 38.35128% of the share capital).

1. The Company whose financial instruments are subject to the Agreement

The company whose financial instruments are subject to the Agreement is Hera S.p.A., a company under Italian legislation with registered office in Bologna at Viale Carlo Berti Pichat 2/4, share capital € 1,489,538,745.00, registered with the Bologna Companies Registry, tax code and VAT number 04245520376 and Group VAT number 03819031208, R.E.A. BO-363550, with shares listed on the electronic stock exchange organised and managed by Borsa Italiana S.p.A.

It should be noted that at the date hereof the Company's share capital consists of no. 1,489,538,745 ordinary shares, granting, collectively, no. 2,229,351,858 voting rights.

Specifically, the Company's share capital consists of:

1. no. 749,725,632 ordinary shares without increased voting rights, granting no. 749,725,632 voting rights on all the resolutions of the Shareholders' Meeting of the Company other than the Shareholders' Resolutions with Increased Vote (as defined below);
2. no. 739,813,113 ordinary shares with increased voting rights, granting no. 1,479,626,226 voting rights exclusively on Shareholders' Meeting Resolutions with Increased Vote.

The Agreement concerns the 682,744,858 Shares (as defined below) conferred to the Voting Syndicate (as defined below), corresponding to 45.83599% of Hera's Shares Capital, 1,355,078,908 Voting Rights Conferred to the Voting Syndicate (as described below), corresponding to 60.78354% of the total Voting Rights that make up the Share Capital and 571,257,152 Blocked Shares (as defined below), corresponding to 38.35128% of the Share Capital.

2. The parties of the Agreement

The parties of the Agreement are the 111 Hera S.p.A. public sector shareholders indicated in the table below (the "Parties" or individually the "Party").

All Hera shares owned at one moment or another by the Parties ("Shares") are bound to the Voting Syndicate (on which, see below). The Parties are obliged to bind to the Voting Syndicate all Hera shares or other rights, which may become due to them from shares covered by the syndicate agreement following operations involving share capital increases, demergers, exchanges, mergers, warrant conversions or other rights connected to convertible bonds, as well as the conversion of savings shares, convertible bonds or warrants, provided that they are a result of exercising the option right due to Hera shares already bound to the Voting Syndicate, as well as

1

any other Hera ordinary shares that they hold, directly or indirectly, at the time the voting rights are exercised.

The Parties are obliged to bind to the Block Syndicate (on which, see below) all Hera shares which may become due to them from the Hera shares transferred to the Block Syndicate and/or from exercising rights pertaining to the same following operations involving share capital increases, demergers, exchanges, mergers, warrant conversions or other rights connected to convertible bonds, as well as the conversion of savings shares, convertible bonds or warrants, provided that they are a result of exercising the option right due to Hera shares already bound to the Block Syndicate.

The following table indicates, for each signatory of the Agreement:

• the number of Voting Rights Conferred to the Voting Syndicate for the purposes of Shareholders Meetings Resolutions other than the Shareholders Meetings Resolutions with Increased Voting Rights;
• the percentage of Voting Rights Conferred out of the total number of Voting Rights constituting the share capital for the purposes of Shareholders Meetings Resolutions other than Shareholders Meetings Resolutions with Increased Voting Rights;
• the number of Voting Rights Conferred to the Voting Syndicate for the purposes of Shareholders Meeting Resolutions with Increased Voting Rights;
• the percentage of Voting Rights Conferred out of the total number of Voting Rights constituting the share capital for the purposes of Shareholders Meetings Resolutions with Increased Voting Rights;
• the percentage of Voting Rights Conferred out of the total Voting Rights conferred to the Voting Syndicate for the purposes of Shareholders Meetings Resolutions with Increased Voting RIghts;
• the number of Blocked Shares, showing the percentage represented by the latter within the Company's Share Capital and within the total number of Blocked Shares.

		Voting rights
	Voting rights	conferred on		% of Voting			Blocked Shares
	granted to	the total		Rights	% of Voting
	the Voting	voting rights		Conferred out	Rights
	Syndicate	that make up	Voting Rights	of the total	Conferred out
	with	the share	amount of	of the total
	Conferred to the
	reference to	capital with	Voting Rights	Voting Rights
	Syndicate of
	Shareholders'	reference to	that make up	Conferred to
	Voting with
	Meeting	Shareholders'	the Share	the Voting
Adherents	reference to the
Resolutions	Meeting	Capital with	Syndicate with
	Assembly
	other than	Resolutions	reference to	reference to	Blocked	% of the Share	% of the Block
	Resolutions with
	Shareholders'	other than	Shareholders'	Shareholders'	Shares	Capital	Syndicate
	Increased Voting
	Meeting	Shareholders'	Meeting	Meeting
	Rights
	Resolutions	Meeting	Resolutions	Resolutions
	with	Resolutions		with	with Increased
	Increased	with		Increased	Voting Rights
	Voting Rights	Increased		Voting Rights
		Voting Rights
MUNICIPALITY OF ALTO RENO TERME	38,302	0.00257%	38,302	0.00172%	0.00283%	14,555	0.00098%	0.00255%
MUNICIPALITY OF ALFONSINE	872,254	0.05856%	1,744,508	0.07825%	0.12874%	402,379	0.02701%	0.07044%
MUNICIPALITY OF ANZOLA DELL'EMILIA	1,237,858	0.08310%	2,475,716	0.11105%	0.18270%	904,843	0.06075%	0.15840%
MUNICIPALITY OF ARGELATO	1,317,099	0.08842%	2,634,198	0.11816%	0.19439%	1,007,212	0.06762%	0.17631%
MUNICIPALITY OF BAGNACAVALLO	793,509	0.05327%	1,587,018	0.07119%	0.11712%	503,742	0.03382%	0.08818%
MUNICIPALITY OF BAGNARA DI ROMAGNA	29,030	0.00195%	58,060	0.00260%	0.00428%	29,030	0.00195%	0.00508%
MUNICIPALITY OF BARICELLA	695,451	0.04669%	1,390,902	0.06239%	0.10264%	508,357	0.03413%	0.08899%
MUNICIPALITY OF BENTIVOGLIO	783,774	0.05262%	1,567,548	0.07031%	0.11568%	572,919	0.03846%	0.10029%
MUNICIPALITY OF BOLOGNA	125,151,777	8.40205%	250,303,554	11.22764%	18.47151%	111,377,970	7.47735%	19.49699%
MUNICIPALITY OF BONDENO	592,618	0.03979%	1,184,543	0.05313%	0.08742%	466,369	0.03131%	0.08164%
MUNICIPALITY OF BORGO TOSSIGNANO	590	0.00004%	1,180	0.00005%	0.00009%	432	0.00003%	0.00008%
MUNICIPALITY OF BRISIGHELLA	1,510	0.00010%	3,020	0.00014%	0.00022%	1,104	0.00007%	0.00019%
MUNICIPALITY OF CALDERARA DI RENO	2,219,498	0.14901%	2,219,498	0.09956%	0.16379%	1,622,396	0.10892%	0.28400%
MUNICIPALITY OF CAMPOGALLIANO	2,700	0.00018%	5,400	0.00024%	0.00040%	1,059	0.00007%	0.00019%
MUNICIPALITY OF CAMUGNANO	210,118	0.01411%	210,118	0.00943%	0.01551%	79,845	0.00536%	0.01398%
MUNICIPALITY OF CASALECCHIO DI RENO	1,301,490	0.08738%	2,602,980	0.11676%	0.19209%	1,000,000	0.06713%	0.17505%
MUNICIPALITY OF CASALFIUMANESE	580	0.00004%	1,160	0.00005%	0.00009%	425	0.00003%	0.00007%
MUNICIPALITY OF CASOLA VALSENIO	680	0.00005%	1,360	0.00006%	0.00010%	497	0.00003%	0.00009%
MUNICIPALITY OF CASTEL BOLOGNESE	1,300	0.00009%	2,600	0.00012%	0.00019%	951	0.00006%	0.00017%
CASTEL D'AIANO	168,054	0.01128%	168,054	0.00754%	0.01240%	84,027	0.00564%	0.01471%
MUNICIPALITY OF CASTEL DEL RIO	470	0.00003%	940	0.00004%	0.00007%	344	0.00002%	0.00006%
MUNICIPALITY OF CASTEL GUELFO	1,060	0.00007%	2,120	0.00010%	0.00016%	775	0.00005%	0.00014%
MUNICIPALITY OF CASTEL MAGGIORE	2,613,334	0.17545%	5,226,668	0.23445%	0.38571%	1,636,550	0.10987%	0.28648%
MUNICIPALITY OF CASTEL SAN PIETRO TERME	27,488	0.00185%	54,976	0.00247%	0.00406%	20,096	0.00135%	0.00352%
MUNICIPALITY OF CASTELFRANCO EMILIA	4,022,185	0.27003%	8,044,370	0.36084%	0.59365%	3,022,185	0.20289%	0.52904%
MUNICIPALITY OF CASTELLO D`ARGILE	6,050	0.00041%	12,100	0.00054%	0.00089%	2,372	0.00016%	0.00042%

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		Voting rights
	Voting rights	conferred on		% of Voting
	granted to	the total		Rights	% of Voting
	the Voting	voting rights		Conferred out	Rights
	Syndicate	that make up	Voting Rights	of the total	Conferred out
	with	the share	amount of	of the total
	Conferred to the
	reference to	capital with	Voting Rights	Voting Rights
	Syndicate of
	Shareholders'	reference to	that make up	Conferred to
	Voting with
	Meeting	Shareholders'	the Share	the Voting
Adherents	reference to the		Blocked Shares
Resolutions	Meeting	Capital with	Syndicate with
	Assembly
	other than	Resolutions	reference to	reference to
	Resolutions with
	Shareholders'	other than	Shareholders'	Shareholders'
	Increased Voting
	Meeting	Shareholders'	Meeting	Meeting
	Rights
	Resolutions	Meeting	Resolutions	Resolutions
	with	Resolutions		with	with Increased
	Increased	with		Increased	Voting Rights
	Voting Rights	Increased		Voting Rights
		Voting Rights
MUNICIPALITY OF CASTIGLIONE DEI PEPOLI	1,423,362	0.09556%	2,817,582	0.12639%	0.20793%	943,202	0.06332%	0.16511%
MUNICIPALITY OF CERVIA	2,399,917	0.16112%	4,638,590	0.20807%	0.34231%	1,638,673	0.11001%	0.28685%
MUNICIPALITY OF CESENA	16,708,216	1.12170%	33,416,432	1.49893%	2.46601%	16,708,216	1.12170%	2.92482%
MUNICIPALITY OF CODIGORO	533,514	0.03582%	1,062,694	0.04767%	0.07842%	465,888	0.03128%	0.08155%
MUNICIPALITY OF CONSELICE	213,531	0.01434%	427,062	0.01916%	0.03152%	156,106	0.01048%	0.02733%
MUNICIPALITY OF COPPARO	1,085,157	0.07285%	2,170,314	0.09735%	0.16016%	654,620	0.04395%	0.11459%
MUNICIPALITY OF COTIGNOLA	396,754	0.02664%	793,508	0.03559%	0.05856%	51,871	0.00348%	0.00908%
MUNICIPALITY OF DOZZA	1,570	0.00011%	1,570	0.00007%	0.00012%	1,570	0.00011%	0.00027%
MUNICIPALITY OF FAENZA	100	0.00001%	200	0.00001%	0.00001%	51	0.00000%	0.00001%
MUNICIPALITY OF FERRARA	1,310,640	0.08799%	2,621,280	0.11758%	0.19344%	1,007,069	0.06761%	0.17629%
MUNICIPALITY OF FIORANO MODENESE	1,169,251	0.07850%	2,338,502	0.10490%	0.17257%	769,251	0.05164%	0.13466%
MUNICIPALITY OF FIRENZUOLA	940	0.00006%	1,880	0.00008%	0.00014%	687	0.00005%	0.00012%
MUNICIPALITY OF FONTANELICE	600	0.00004%	1,200	0.00005%	0.00009%	438	0.00003%	0.00008%
MUNICIPALITY OF FORMIGINE	2,660,487	0.17861%	5,320,974	0.23868%	0.39267%	1,995,365	0.13396%	0.34929%
MUNICIPALITY OF FRASSINORO	228,895	0.01537%	457,790	0.02053%	0.03378%	164,488	0.01104%	0.02879%
MUNICIPALITY OF FUSIGNANO	362,885	0.02436%	725,770	0.03256%	0.05356%	230,370	0.01547%	0.04033%
MUNICIPALITY OF GAGGIO MONTANO	25,175	0.00169%	25,175	0.00113%	0.00186%	784	0.00005%	0.00014%
MUNICIPALITY OF GAMBETTOLA	944,427	0.06340%	1,445,144	0.06482%	0.10665%	443,519	0.02978%	0.07764%
MUNICIPALITY OF GRANAROLO DELL`EMILIA	1,165,182	0.07822%	2,330,364	0.10453%	0.17197%	851,719	0.05718%	0.14910%
MUNICIPALITY OF GRIZZANA MORANDI	1,286,707	0.08638%	1,286,707	0.05772%	0.09495%	1,100,906	0.07391%	0.19272%
MUNICIPALITY OF GUIGLIA	1,399	0.00009%	2,797	0.00013%	0.00021%	828	0.00006%	0.00014%
MUNICIPALITY OF IMOLA	71,480	0.00480%	142,960	0.00641%	0.01055%	52,258	0.00351%	0.00915%
MUNICIPALITY OF LAMA MOCOGNO	677,267	0.04547%	1,354,534	0.06076%	0.09996%	550,884	0.03698%	0.09643%
MUNICIPALITY OF LOIANO	755,613	0.05073%	1,491,532	0.06690%	0.11007%	288,388	0.01936%	0.05048%
MUNICIPALITY OF LONGIANO	170	0.00001%	340	0.00002%	0.00003%	107	0.00001%	0.00002%
MUNICIPALITY OF LUGO	456,907	0.03067%	913,814	0.04099%	0.06744%	260,603	0.01750%	0.04562%
MUNICIPALITY OF MARANELLO	1,592,569	0.10692%	3,185,138	0.14287%	0.23505%	1,160,177	0.07789%	0.20309%
MUNICIPALITY OF MARANO SUL PANARO	353,688	0.02374%	670,572	0.03008%	0.04949%	212,412	0.01426%	0.03718%
MUNICIPALITY OF MARRADI	630	0.00004%	1,260	0.00006%	0.00009%	461	0.00003%	0.00008%
MUNICIPALITY OF MARZABOTTO	2,617,661	0.17574%	5,205,056	0.23348%	0.38411%	1,805,807	0.12123%	0.31611%
MUNICIPALITY OF MASSA LOMBARDA	201,537	0.01353%	403,074	0.01808%	0.02975%	147,338	0.00989%	0.02579%
MUNICIPALITY OF MEDICINA	2,070	0.00014%	4,140	0.00019%	0.00031%	1,514	0.00010%	0.00027%
MUNICIPALITY OF MESOLA	109,111	0.00733%	109,111	0.00489%	0.00805%	46,817	0.00314%	0.00820%
MUNICIPALITY OF MINERBIO	972,622	0.06530%	1,945,244	0.08726%	0.14355%	710,962	0.04773%	0.12446%
MUNICIPALITY OF MISANO ADRIATICO	822,032	0.05519%	1,592,004	0.07141%	0.11748%	591,631	0.03972%	0.10357%
MUNICIPALITY OF MODENA	97,107,948	6.51933%	194,215,896	8.71177%	14.33244%	80,792,329	5.42398%	14.14290%
MUNICIPALITY OF MOLINELLA	6,631	0.00045%	6,631	0.00030%	0.00049%	2,599	0.00017%	0.00045%
MUNICIPALITY OF MONGHIDORO	17,518	0.00118%	17,518	0.00079%	0.00129%	6,657	0.00045%	0.00117%
MUNICIPALITY OF MONTE SAN PIETRO	1,939,634	0.13022%	3,879,268	0.17401%	0.28628%	1,500,000	0.10070%	0.26258%
MUNICIPALITY OF MONTEFIORE CONCA	35,892	0.00241%	71,784	0.00322%	0.00530%	14,066	0.00094%	0.00246%
MUNICIPALITY OF MONTEFIORINO	105,408	0.00708%	192,550	0.00864%	0.01421%	105,408	0.00708%	0.01845%
MUNICIPALITY OF MONTIANO	170	0.00001%	170	0.00001%	0.00001%	67	0.00000%	0.00001%
MUNICIPALITY OF MONZUNO	2,566,706	0.17232%	5,106,864	0.22907%	0.37687%	1,955,300	0.13127%	0.34228%
MUNICIPALITY OF MORDANO	1,800	0.00012%	1,800	0.00008%	0.00013%	1,316	0.00009%	0.00023%
MUNICIPALITY OF OZZANO DELL'EMILIA	1,378,687	0.09256%	2,757,374	0.12369%	0.20348%	1,378,687	0.09256%	0.24134%
MUNICIPALITY OF PADOVA	46,126,176	3.09668%	92,252,352	4.13808%	6.80790%	46,126,176	3.09668%	8.07450%
MUNICIPALITY OF PALAGANO	128,355	0.00862%	256,710	0.01152%	0.01894%	113,355	0.00761%	0.01984%
MUNICIPALITY OF PALAZZUOLO SUL SENIO	480	0.00003%	960	0.00004%	0.00007%	352	0.00002%	0.00006%
MUNICIPALITY OF PAVULLO NEL FRIGNANO	1,471,898	0.09882%	2,943,796	0.13205%	0.21724%	1,121,898	0.07532%	0.19639%
MUNICIPALITY OF PIANORO	2,361,082	0.15851%	2,361,082	0.10591%	0.17424%	2,361,082	0.15851%	0.41331%
MUNICIPALITY OF PIEVE DI CENTO	1,060,415	0.07119%	2,120,830	0.09513%	0.15651%	775,136	0.05204%	0.13569%
MUNICIPALITY OF POGGIO TORRIANA	1,025	0.00007%	2,050	0.00009%	0.00015%	202	0.00001%	0.00004%
MUNICIPALITY OF POLINAGO	392,677	0.02636%	744,497	0.03340%	0.05494%	235,831	0.01583%	0.04128%
MUNICIPALITY OF PORTICO - SAN BENEDETTO	195,131	0.01310%	195,131	0.00875%	0.01440%	76,467	0.00513%	0.01339%
MUNICIPALITY OF PORTOMAGGIORE	5,764	0.00039%	5,764	0.00026%	0.00043%	5,764	0.00039%	0.00101%
MUNICIPALITY OF RAVENNA	1,000	0.00007%	1,000	0.00004%	0.00007%	-	0.00000%	0.00000%
MUNICIPALITY OF RIOLO TERME	980	0.00007%	1,960	0.00009%	0.00014%	717	0.00005%	0.00013%
MUNICIPALITY OF RIOLUNATO	420	0.00003%	839	0.00004%	0.00006%	248	0.00002%	0.00004%
MUNICIPALITY OF RONCOFREDDO	170	0.00001%	170	0.00001%	0.00001%	67	0.00000%	0.00001%
MUNICIPALITY OF SALA BOLOGNESE	919,309	0.06172%	1,838,618	0.08247%	0.13568%	671,991	0.04511%	0.11763%

3

		Voting rights
	Voting rights	conferred on		% of Voting
	granted to	the total		Rights	% of Voting
	the Voting	voting rights		Conferred out	Rights
	Syndicate	that make up	Voting Rights	of the total	Conferred out
	with	the share	amount of	of the total
	Conferred to the
	reference to	capital with	Voting Rights	Voting Rights
	Syndicate of
	Shareholders'	reference to	that make up	Conferred to
	Voting with
	Meeting	Shareholders'	the Share	the Voting
Adherents	reference to the		Blocked Shares
Resolutions	Meeting	Capital with	Syndicate with
	Assembly
	other than	Resolutions	reference to	reference to
	Resolutions with
	Shareholders'	other than	Shareholders'	Shareholders'
	Increased Voting
	Meeting	Shareholders'	Meeting	Meeting
	Rights
	Resolutions	Meeting	Resolutions	Resolutions
	with	Resolutions		with	with Increased
	Increased	with		Increased	Voting Rights
	Voting Rights	Increased		Voting Rights
		Voting Rights
MUNICIPALITY OF SAN BENEDETTO V. DI SAMBRO	2,161,687	0.14512%	4,302,144	0.19298%	0.31748%	1,103,970	0.07411%	0.19325%
MUNICIPALITY OF SAN CESARIO SUL PANARO	1,459,048	0.09795%	2,766,267	0.12408%	0.20414%	876,251	0.05883%	0.15339%
MUNICIPALITY OF SAN GIORGIO DI PIANO	694,677	0.04664%	1,389,354	0.06232%	0.10253%	531,233	0.03566%	0.09299%
MUNICIPALITY OF SAN MAURO PASCOLI	1,013,079	0.06801%	2,026,158	0.09089%	0.14952%	850,077	0.05707%	0.14881%
MUNICIPALITY OF SAN PIETRO IN CASALE	1,502,716	0.10088%	3,005,432	0.13481%	0.22179%	956,996	0.06425%	0.16752%
MUNICIPALITY OF SANTA SOFIA	782,945	0.05256%	1,565,890	0.07024%	0.11556%	511,886	0.03437%	0.08961%
MUNICIPALITY OF SANTARCANGELO DI ROMAGNA	1,615,739	0.10847%	3,231,478	0.14495%	0.23847%	1,181,213	0.07930%	0.20677%
MUNICIPALITY OF SARSINA	289	0.00002%	289	0.00001%	0.00002%	114	0.00001%	0.00002%
MUNICIPALITY OF SASSO MARCONI	1,628,500	0.10933%	1,628,500	0.07305%	0.12018%	1,455,398	0.09771%	0.25477%
MUNICIPALITY OF SASSUOLO	3,377,645	0.22676%	6,755,290	0.30302%	0.49852%	1,533,234	0.10293%	0.26840%
MUNICIPALITY OF SERRAMAZZONI	284,833	0.01912%	569,665	0.02555%	0.04204%	16,333	0.00110%	0.00286%
MUNICIPALITY OF SESTOLA	600,222	0.04030%	1,200,444	0.05385%	0.08859%	600,222	0.04030%	0.10507%
MUNICIPALITY OF SOGLIANO AL RUBICONE	170	0.00001%	340	0.00002%	0.00003%	107	0.00001%	0.00002%
MUNICIPALITY OF SOLAROLO	830	0.00006%	1,660	0.00007%	0.00012%	608	0.00004%	0.00011%
MUNICIPALITY OF TRIESTE	55,569,983	3.73068%	111,139,966	4.98530%	8.20173%	46,305,038	3.10868%	8.10581%
MUNICIPALITY OF UDINE	44,134,948	2.96299%	88,269,896	3.95944%	6.51400%	28,694,103	1.92638%	5.02297%
MUNICIPALITY OF VALSAMOGGIA	3,676,173	0.24680%	7,320,653	0.32838%	0.54024%	2,583,443	0.17344%	0.45224%
MUNICIPALITY OF VERGATO	788,793	0.05296%	788,793	0.03538%	0.05821%	713,870	0.04793%	0.12496%
MUNICIPALITY OF VERGHERETO	154	0.00001%	154	0.00001%	0.00001%	64	0.00000%	0.00001%
MUNICIPALITY OF ZOLA PREDOSA	255,201	0.01713%	255,201	0.01145%	0.01883%	177,886	0.01194%	0.03114%
CON.AMI	108,554,164	7.28777%	217,108,328	9.73863%	16.02182%	83,397,134	5.59886%	14.59888%
HOLDING FERRARA SERVIZI S.R.L.	24,235,320	1.62704%	48,470,640	2.17420%	3.57696%	18,621,923	1.25018%	3.25981%
RAVENNA HOLDING S.P.A.	73,226,545	4.91606%	146,453,090	6.56931%	10.80772%	68,993,125	4.63184%	12.07742%
RIMINI HOLDING S.P.A.	18,506,580	1.24244%	37,013,160	1.66027%	2.73144%	18,506,580	1.24244%	3.23962%
UNIONE DEI COMUNI DEL FRIGNANO	208,496	0.01400%	395,295	0.01773%	0.02917%	125,215	0.00841%	0.02192%
	682,744,858	45.83599%	1,355,078,908	60.78354%	100%	571,257,152	38.35128%	100%

3. Content of the Agreement and Agreement bodies

Increased Voting Rights

It is hereby specified that, pursuant to article 6.4 of the current Articles of Association, the resolutions ("Shareholders Meetings Resolutions with Increased Voting Rights") for whose purposes the right to exercise 2 votes for each Share held ("Increased Voting Rights") shall apply are the following: (i) the amendment of article

6.4 and/or article 8 of the Articles of Association, and (ii) the appointment and/or revocation of the Board of Directors or its members as provided for by article 17 of the Articles of Association, and (iii) the appointment and/or revocation of the Board of Statutory Auditors or its members as provided for by article 26 of the Articles of Association.

3.1 Voting Syndicate

In order for the decisions of the Voting Syndicate to be reached, the Parties have established a deliberative body of the Voting Syndicate (the "Syndicate Committee"), made up as follows: 1 member appointed by the Municipality of Bologna who is assigned 7 votes, 1 member appointed by the minority shareholders of the Province of Bologna who is assigned 2 votes, 1 member appointed by Holding Ferrara Servizi S.r.l., who is assigned 1 vote, 1 member appointed by Ravenna Holding S.p.A. who is assigned 5 votes, 1 member appointed by CON.AMI, who is assigned 6 votes, 1 member appointed by Rimini Holding S.p.A. who is assigned 1 vote, 1 member appointed by the Municipality of Cesena who is assigned 1 vote, 1 member appointed by the Modena shareholders who is assigned 6 votes, 1 member appointed by the Municipality of Padova who is assigned 3 votes, 1 Member appointed by the Municipality of Trieste who is assigned 3 votes and 1 member appointed by the Municipality of Udine who is assigned 2 votes.

The number of votes assigned to each Main Shareholder, by way of the corresponding member of the Committee, is attributed, for the entire duration of the Agreement, on the basis of one vote for each 1% of the Blocked Shares held by the same party, rounded down if and when the remainder is lower than 0.50% and

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rounded up if and when the remainder is equal to or higher than 0.50% of the Blocked Shares. The percentage of Blocked Shares is calculated as follows:

Number of Blocked Shares of the Main Shareholder

• Blocked Shares = --------------------------------------------------------------- x 100 share capital of HERA

The number of votes pertaining to each main shareholder shall be verified at the opening of the first meeting of the Committee and definitively ascertained by the President of the same Committee.

The Syndicate Committee shall remain in office until the Agreement expires.

Decisions will be reached with the vote in favour of at least 65% of the total votes allocated to the members of the Syndicate Committee present at each meeting, with the exception of decisions for which the Agreement foresees a different majority.

The Syndicate Committee shall meet at least one day prior to:

1. every Shareholders' Meeting whose agenda includes one of the following subjects:

1. liquidation of the Company;
2. merger or demerger of the Company;
3. amendment of articles 6 (Shares and majority voting) 7 (Public majority investment), 8 (Limits to share ownership), 14 (Validity of shareholders' meetings and veto rights), 17 (Appointment of the Board of Directors), 21 (Validity of resolutions), 23.4 (Exercise of powers - subjects of the exclusive authority of the Board of Directors) of the Articles of Association.

Parties are obliged to vote at the Shareholders' Meeting in compliance with the resolutions approved by the Syndicate Committee indicated in the present Paragraph (i). If the Syndicate Committee fails to reach a vote in favour of the resolution to be reached pursuant to the present Paragraph (i), each Party in the Agreement is bound to express a vote against the resolution at the Shareholders' Meeting.

1. every meeting of the Board of Directors whose agenda includes the following:
2. 1. the composition of Hera's Executive Committee, whose powers will be decided by the Board of Directors. The Executive Committee will be composed of the Chairman, the CEO, the Vice Chairman and a Director jointly appointed by the Municipality of Padova and the Municipality of Trieste;
   2. within the limits of the applicable law and by-laws, the appointment of (i) the Chairman of the Board of Directors, who will be appointed following indications provided by the Romagna Territorial Area Shareholders; (ii) the CEO, who will be appointed following indications provided by the Bologna Shareholders. The Romagna Territorial Area Shareholders and the Bologna Shareholders will consult one another before proceeding with the appointment of the Chairman and the CEO; (iii) the Vice Chairman of the Board of Directors, who will be appointed - within the limits of the applicable law and by-laws - among the members indicated by the Municipality of Modena;
3. the expiry of the deadline for presenting the List of Directors and the List of Auditors.

The Syndicate Committee shall meet: (i) at least once a year, within the date of the Hera Shareholders' Meeting called to approve the financial statements, in order to check any plans for the sale of Hera Shares not subject to the Block Syndicate foreseen by each Party; (ii) any time one or more members of the same submit a written request to the Chairman of the Syndicate Committee.

In addition, the Syndicate Committee shall be responsible for:

1. the collation and preparation of the List of Directors. The number of members of the List of Directors appointed by each group of Contracting parties is assigned based on one member appointed for each 3% of the Blocked Shares of the same group of Contracting parties, and therefore the List of Directors shall be made up as follows: 3 members appointed by the Shareholders of Bologna and the Municipality of Ferrara, representing the interest of the Ferrara Shareholders as well; 4 members appointed by the Romagna Territorial Area Shareholders; 2 members appointed by the Municipality of Modena,

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