HERA S.P.A.

Shareholders of Hera S.p.A.

Share capital is EUR 1,489,538,745, represented by 1,489,538,745 ordinary shares of EUR 1 nominal value. Under art. 6 of the by-laws, introduced by the shareholders’ meeting of 28 April 2015, shares registered for at least 24 months in a special list carry two votes on resolutions concerning amendment of arts. 6.4 and/or 8, the appointment or removal of the consiglio di amministrazione and the appointment or removal of the collegio sindacale. At the date of the corporate governance report, 25 March 2026, 755,136,296 shares carried one vote and 734,402,449 shares carried enhanced voting, for a total of 2,223,941,194 voting rights.

The controlling bloc is municipal. Hera has roughly 200 public shareholders; 110 of them are bound by a first-level patto parasociale, the Contratto di Sindacato di Voto e di disciplina dei trasferimenti azionari, signed on 23 May 2024 and running from 1 July 2024 to 30 June 2027 in continuation of the agreement of 28 April 2021. The art. 130 Consob Issuers’ Regulation extract published in December 2025 records 682,438,194 shares committed to the voting syndicate, 45.81540% of the share capital; 1,354,572,511 conferred voting rights, 60.90865% of all voting rights; and 571,257,152 blocked shares, 38.35128% of the capital. The same extracts are filed in Consob’s art. 122 TUF register.

Decisions of the syndicate are taken by a Comitato di Sindacato weighted by blocked shares, requiring 65% of the votes cast: Comune di Bologna 7 votes, Con.Ami 6, the Modena shareholders 6, Ravenna Holding Spa 5, Comune di Padova 3, Comune di Trieste 3, Comune di Udine 2, the minor Bologna-area shareholders 2, Ferrara Tua Spa 1, Rimini Holding Spa 1 and Comune di Cesena 1. The agreement also governs the designation of the chairman, chief executive and deputy chairman. Four second-level agreements sit beneath it, all running from 1 July 2024 to 30 June 2027: 34 public shareholders of the Bologna area (4 June 2024), 42 of the Romagna area (8 June 2024), 20 of the Modena area (3 June 2024), and a sub-agreement between the municipalities of Padua and Trieste (5 June 2024).

Holdings above 3% of the capital notified under art. 120 TUF, as restated in the corporate governance report at 25 March 2026: Comune di Bologna 8.402%; Comune di Imola through Con.Ami 7.293%; Comune di Modena 6.519%; Lazard Asset Management LLC 5.043%; Comune di Ravenna through Ravenna Holding Spa 4.916%; Comune di Trieste 3.731%; Comune di Padova 3.097%. Lazard is the only private holder disclosed above the 3% threshold.

The by-laws cap private voting power. Art. 7 requires the majority of voting rights to remain with municipalities, provinces, consortia formed under art. 31 of Legislative Decree 267/2000 or other public bodies, or with entities they control. Art. 8.5 provides that shareholders other than those public bodies may not exercise voting rights for shareholdings exceeding 5% of the capital, and art. 8.6 reduces the voting rights of any such holder above 5% to that 5% ceiling.

The capital not bound by the first-level agreement, approximately 54.18%, is free float held by private and institutional investors. The company held 11,165,079 treasury shares at 31 December 2025, about 0.75% of the capital, under the buy-back authorised by the shareholders’ meeting of 30 April 2025 for up to 60 million shares, some 4.03% of the capital, within 18 months and a maximum outlay of EUR 240 million.

Ultimate beneficial ownership

No single owner controls Hera. The corporate governance report states expressly that, given the nature of the first-level agreement and the provisions it contains, no party is in a position to exercise control of the company. Neither that report nor the 2025 annual financial report records Hera as subject to direzione e coordinamento by another entity; Hera is itself the parent of the group.

Beneficial ownership therefore does not resolve to a natural person. The largest shareholders are Italian municipalities and municipally owned holding companies acting together under a registered voting syndicate that covers 45.82% of the capital and 60.91% of the voting rights, which is where control-in-fact sits for know-your-business purposes. Public bodies have no beneficial owners in the ordinary sense, so a customer due diligence file should record the municipal shareholders, the agreement and its expiry of 30 June 2027, the 5% voting cap that limits any private holder, and, where a natural person must be identified in the absence of any qualifying ownership interest, the persons holding senior managing positions — the executive chairman and the chief executive officer.

Data availability

The stored record held three shareholder rows, all of them index funds, verified 2 August 2026: DFA Investment Dimensions Group Inc – Intl Core Equity 2 Portfolio at 2.468%, iShares Trust – iShares MSCI EAFE Small-Cap ETF at 2.551%, and SSgA SPDR ETFs Europe I – SPDR S&P Euro Dividend Aristocrats UCITS ETF at 6.995%. No municipality, no holding company of a municipality and no shareholders’ agreement appeared in the record, so the entire controlling bloc was missing. None of the three rows appears among the holdings above 3% notified under art. 120 TUF and restated by the issuer at 25 March 2026; a holding of 6.995% in particular would be notifiable and is not on that list, so the stored percentages cannot be read as percentages of Hera’s issued capital. Figures above are taken from the issuer’s own art. 123-bis TUF corporate governance report dated 25 March 2026, the art. 130 agreement extract of December 2025 and the 2025 annual financial report.

Directors and officers of Hera S.p.A.

Hera uses the traditional Italian governance model, with two separate bodies elected by the shareholders’ meeting through slate voting (voto di lista): the consiglio di amministrazione and the collegio sindacale.

The shareholders’ meeting of 29 April 2026 appointed a board of 15 members for three financial years, in office until the meeting approving the financial statements for the year ending 31 December 2028. As published by the company on its board page, updated 29 April 2026: Cristian Fabbri, executive chairman; Orazio Iacono, chief executive officer, executive; Tommaso Fabbri, deputy chairman, non-executive and not independent; and, as directors, Fabio Bacchilega, Benedetta Brighenti, Roberta Calderisi, Marina Monassi, Andrea Paliani, Francesco Perrini, Paola Gina Maria Schwizer, Bruno Tani, Fabrizio Toselli and Alice Vatta, all non-executive and independent, and Gianni Bessi, Vanessa Camani and Enrico Di Stasi, non-executive and not independent. Paola Gina Maria Schwizer also serves as lead independent director. The company records the nationality of all 15 as Italian. Dates of birth are not published here.

Slate origin for the 2026 board is not stated on the company’s board page. For the preceding board, appointed on 27 April 2023 and in office until 29 April 2026, the corporate governance report records 11 directors drawn from the majority slate lodged on 6 March 2023 by the Comune di Bologna, Comune di Casalecchio di Reno, Comune di Cesena, Comune di Modena, Comune di Padova, Comune di Trieste, Comune di Udine, Con.Ami, Ferrara Tua Spa, Ravenna Holding Spa and Rimini Holding Spa together with 100 further public shareholders, and four drawn from minority slates, one lodged by Gruppo Società Gas Rimini Spa and one by a group of institutional investors. That board was chaired by Cristian Fabbri, with Orazio Iacono as chief executive and Tommaso Rotella as deputy chairman.

The collegio sindacale is the statutory control body and is not part of the board. It was elected on 29 April 2026 for three financial years, to approval of the financial statements at 31 December 2028, from three slates — one majority and two minority — and comprises Giacinto Gaetano Sarubbi as chairman, Sonia Dall’Agata and Giovanni Rocco di Torrepadula as standing auditors, and Susanna Giuriatti and Silvia Mignatti as alternate auditors; all are recorded as Italian. Under art. 148 TUF and art. 26.2 of the by-laws the minority slates appoint one standing auditor, who takes the chair. The preceding body, elected on 27 April 2023, was chaired by Myriam Amato with Marianna Girolomini and Antonio Gaiani as standing auditors.

Executive and subsidiary roles are separate from directorships. On the organisational structure published by the company, page updated 29 April 2026, Francesca Leoni heads Legal and Corporate Affairs, Alessandro Camilleri Personnel and Organisation, Jens Klint Hansen Investor Relations, Roberto Gasparetto Relations with Local Authorities, Giuseppe Gagliano Communication and External Relations, Simona Verde Strategy, Regulation and Risk Management and Marco Guerrini Corporate Services. Filippo Bocchi, director of shared value and sustainability, is the dirigente preposto responsible for preparing the company’s financial reports. Subsidiary leadership is a further layer: the organisational chart shows C. Andriolo for AcegasApsAmga, I. Malagoli for Hera Comm and M. Tiviroli for Marche Multiservizi.

Recent officer changes

• 29 April 2026 — the shareholders’ meeting appointed a new 15-member board for the 2026–2028 terms; Cristian Fabbri was reconfirmed as executive chairman and Orazio Iacono as chief executive officer.
• 29 April 2026 — a new collegio sindacale took office, chaired by Giacinto Gaetano Sarubbi in place of Myriam Amato.
• 27 September 2023 — Enrico Di Stasi was appointed to the board for the first time, during the 2023–2026 term.

Data availability

The record claimed 13 officer rows and stored five, and those five are management positions rather than seats on the board. Only Orazio Iacono, stored as “Ceo, Renewable Energies ad interim & Director”, is a member of the consiglio di amministrazione. Mila Fabbri is stored as group manager of legal and corporate affairs, a function the company now shows as held by Francesca Leoni. Roberto Gasparetto is stored as general manager and chairman of AcegasApsAmga; the organisational chart published on 29 April 2026 places him at Relations with Local Authorities and shows AcegasApsAmga under different leadership. Alessandro Camilleri, personnel and organisation, and Jens Hansen, investor relations, match current management roles. No appointment or resignation date is stored for any row, none of the 15 directors other than the chief executive appears, and no member of the collegio sindacale appears. The record also carries a birth year for one individual; dates of birth are not published here. The board and statutory auditor data above come from the issuer’s art. 123-bis TUF corporate governance report dated 25 March 2026 and from its governance pages updated 29 April 2026.

Group structure of Hera S.p.A.

Nothing sits above the company. The corporate governance report dated 25 March 2026 states that, given the nature of the first-level shareholders’ agreement and the provisions it contains, no party is in a position to exercise control of Hera, and neither that report nor the 2025 annual financial report records the company as subject to direzione e coordinamento by another entity. Hera S.p.A. is the parent that prepares the consolidated financial statements; its largest shareholders are Italian municipalities acting through a registered voting syndicate.

The list of consolidated companies at 31 December 2025 comprises 44 subsidiaries consolidated line by line, two jointly controlled companies and five associates, 51 entities in total. Joint ventures and associates are accounted for by the equity method, joint operations held through corporate vehicles are recognised in proportion to the group’s interest, and controlled or associated undertakings of negligible size are excluded from consolidation and carried at fair value. The movements in scope during 2025 were the acquisition of control of Ambiente Energia Srl and the formation of ElettraCHP Srl and HERAcquaModena Srl.

Other consolidated subsidiaries not shown above include A.C.R. di Reggiani Albertino Spa 44.70%, Aliplast France Recyclage Sas 75.00%, Aliplast Iberia Slu 75.00%, Ambiente Energia Srl 75.00%, Aresenergy Eood 100%, Ares Trading Eood 100%, Asa Scpa 38.25%, Biorg Srl 75.00%, Black Sea Gas Company Eood 100%, ElettraCHP Srl 84.50%, Etra Energia Srl 51.00%, F.lli Franchini Srl 100%, Feronia Srl 75.00%, Frullo Energia Ambiente Srl 38.25%, Green Factory Srl 46.70%, HestAmbiente Srl 82.50%, Horowatt Srl 50.00%, Macero Maceratese Srl 46.70%, Marche Multiservizi Falconara Srl 46.70%, Recycla Spa 75.00%, Tiepolo Srl 100%, Tri-Generazione Scarl in liquidation 71.83%, Triveneta Luce Scarl 100%, TRS Ecology Srl 75.00%, Vallortigara Servizi Ambientali Spa 75.00% and Wolmann Spa 100%, together with the associates ASM Servizi Energetici e Tecnologici (ASM SET) Srl 49.00% and Tamarete Energia Srl 40.00%.

Data availability

The stored group tree held 44 nodes to a maximum depth of four, with the subject at the top, and carried no ownership percentages, no relationship type and no consolidation method. Measured against the list of consolidated companies at 31 December 2025 it is incomplete and partly out of date. It omits Marche Multiservizi Spa and Marche Multiservizi Falconara Srl, Green Factory Srl, Macero Maceratese Srl, Horowatt Srl and Tri-Generazione Scarl in liquidation, and it omits both jointly controlled entities and four of the five associates. It places SEA – Servizi Ecologici Ambientali Srl under Herambiente Servizi Industriali Srl, which reflects the position after March 2026 rather than at the balance sheet date, when SEA was a 31% associate.

Four entities appear in the stored tree but not in the 2025 consolidation list, and they were not checked in this review: Constructora Hera SpA (Chile), Helisa Srl, CircularYard Srl and AES Srl. Identifiers for the subsidiaries in the table are taken from the stored record and were not independently verified against the Registro Imprese or the relevant foreign register; they are shown with the identifier type named. The stored record labelled every identifier as a VAT number, which is wrong for the subject: 04245520376 is Hera’s codice fiscale and Registro Imprese Bologna number, while the group VAT number stated in its own filings is 03819031208, and the number held in the site record, BO363550, is the REA number. Percentages, relationships and the entity count above are from the 2025 annual financial report; foreign subsidiaries were identified from the same list but their registrations were not checked.