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

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 24 th April 2020 no. 27 and as last extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15

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 extension established by D.L. 30th December 2021 no. 228, as converted with modifications by Law 25 th February 2022 n. 15, 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 Ordinary General Meeting of FALCK RENEWABLES to be held at Company's offices in Milan (Italy), Corso Venezia 16, on 28 April 2022, at 11:00 a.m., on single call, as set forth in the notice of the shareholders' meeting published on the Company's website athttps://www.falckrenewables.com/en/corporate-governance/shareholders-meetings#28-04-2022 section and, in abridged form, in the Italian daily newspaper "MF/Milano Finanza" on March 29, 2022.

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 26 April 2022). 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 different vote 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-bis Legislative 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)

(§)The Company will process the personal data in accordance with the information published on the Company's website at the following addresshttps://www.falckrenewables.com/, in the "Corporate Governance" section - Shareholders' meeting 28-04-2022.

(*) 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) ………………………………………………………………………………………………

(complete only ifthe shareholder is different from the proxy signatory)

Name Surname / Denomination (*)

Tax identification code or other identification if foreign (*)Born in (*)

On (*)Registered office / Resident in (*)

Related to

No. (*)___________________ shares Falck Renewables- ISIN _____________

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

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 information document



(Place and Date) *

(Signature) *

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 Ordinary General Meeting of FALCK RENEWABLES to be held at Company's offices in Milan (Italy), Corso Venezia 16, on 28 April 2022, at 11:00 a.m., on single call.

RESOLUTIONS SUBJECT TO VOTING

1. Annual financial Report at 31 December 2021: approval of the Financial Statements at 31 December 2021, together with the Board of Directors' Report on Operations, the Statutory Auditors' Report and the Legal Auditing Firms' Report: related and consequent resolutions. Presentation of the Consolidated Financial Statements at 31 December 2021.

Proposal of the Board of Directors

Tick only one box

 In Favour

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)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

FALCK RENEWABLES S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

2. Composition of the Board of Directors and other resolutions regarding the directors:

2.1 appointment, pursuant to Article 2386, first paragraph, of the Italian Civil Code and Article 17 of the Company's Articles of Association, of 4 Directors. Related and consequent resolutions

Proposal of the Board of Directors

Tick only one box

 In Favour

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)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

2.2 authorization of the work activities carried out, and of the offices held, by the Directors in companies outside the group. Related and consequent resolutions.

Proposal of the Board of Directors

Tick only one box

 In Favour

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)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

FALCK RENEWABLES S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

3. Annual report on the remuneration policy and compensation paid:

3.1 approval of the "2022 Remuneration Policy" contained in Section I, pursuant to Article 123-ter, paragraph 3-bis, of Legislative Decree no.58/98;

Proposal of the Board of Directors

Tick only one box

 In Favour

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)

 Against

 Abstain

 confirms the instructions

 revokes the instructions

 In Favour : ___________________________

 Against

 Abstain

3.2 consultative vote on the "compensation paid in 2021" indicated in Section II, pursuant to Article 123-ter, paragraph 6, of Legislative Decree no.58/98.

Proposal of the Board of Directors

Tick only one box

 In Favour

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)

 Against

 Abstain

 confirms the instructions

 revokes the instructions



 In Favour : ___________________________

(Place and Date) *

(Signature) *

 Against

 Abstain