EPH INVEST S.p.A.
INFORMATION DOCUMENT
REGARDING SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
prepared pursuant to art. 5 of the regulation approved by CONSOB with resolution no. 17221 of March 12, 2010 and the procedure for related party transactions approved by the Board of Directors of EPH Invest S.p.A.
This Information Document is available to the public at the registered office of EPH Invest S.p.A. and on the company's website (www.ephin vest.it)
Introduction
This information document (the "Information Document") has been prepared by EPH Invest S.p.A. ("EPH Invest", the "Company" or the "Issuer"), pursuant to article 5 of the Regulation adopted by Consob with resolution no. 17221 of March 12, 2010, as subsequently amended (the "RPT Regulation"), as well as the Procedure for Related Party Transactions adopted by the Company (the "RPT Procedure"), in order to provide the market with complete, transparent, and timely information regarding a related party transaction qualified as a significant transaction under the applicable regulations.
The Information Document is prepared with reference to the transaction concerning the subscription of the implementing agreements for the development, financing, incorporation of a Tunisian-law special purpose vehicle ("SPV"), and construction of a photovoltaic power plant in the Republic of Tunisia (the "Transaction"), signed on June 29, 2026, between EPH Invest, RONA Limited Company S.r.l. ("RONA"), and AbA Group SarL / Société Internationale pour les Systèmes Intelligents et l'Énergie ("AbA"). The Transaction represents the completion of the negotiation phase initiated by the parties within the framework of the strategic agreement signed on January 27, 2026, aimed at developing industrial initiatives in the renewable energy sector in the Republic of Tunisia.
During the negotiation meetings held in Milan on June 25 and 29, 2026, the parties definitively settled the legal, industrial, economic, and financial aspects of the initiative, formalizing the agreements intended to govern the incorporation of the SPV, its governance structure, the allocation of shareholdings, the project financing methods, the mutual commitments of the shareholders, and the investment development path. The signed agreements therefore constitute the reference contractual framework for the subsequent implementation of the industrial initiative and govern the main operational conditions of the project, it being understood that any subsequent investments, shareholder loans, issuance of guarantees, or further financial commitments will be subject to separate assessments and resolutions by the competent corporate bodies of the Company, in compliance with applicable regulations.
The Transaction is part of EPH Invest's industrial and capital strengthening process and is consistent with the strategic lines identified by the Board of Directors and the development objectives outlined in the 2026-2031 Business Plan, allowing the Company to participate, through a qualified stake in the SPV, in an infrastructure project in the renewable energy sector characterized by significant development prospects and a medium-to-long-term industrial horizon.
Since RONA Limited Company S.r.l., as of the date of this Information Document, holds a controlling stake in the share capital of EPH Invest and therefore constitutes a related party of the Company within the meaning of the RPT Regulation and the RPT Procedure, the Transaction has been classified as a significant related party transaction and has consequently been subjected to the enhanced procedure provided for by the applicable regulations.
Within the scope of this procedure, the Related Party Transactions Committee was involved promptly and continuously from the initial structuring phases of the Transaction, receiving a constant, complete, and timely flow of information from management. The Committee examined the preparatory documentation, the industrial plan, the economic-financial analyses, the progressively updated text of the contractual agreements, and the documentation relating to the main risk profiles of the initiative, also participating directly in the main negotiation meetings held with the representatives of RONA and the Tunisian partner and formulating observations and requests for clarification that were incorporated into the final version of the agreements. Following the preparatory work, the Committee expressed a favorable opinion, deeming the Transaction to be in the Company's interest, economically advantageous, and correct in terms of substance and procedure.
The Company's Board of Directors, at its meeting on June 29, 2026, having taken note of the favorable opinion expressed by the RPT Committee, resolved to approve the Transaction, deeming it to be in the company's interest, consistent with the Company's strategic objectives, and carried out in compliance with the provisions of the RPT Regulation and the RPT Procedure.
The Transaction is classified as a significant transaction pursuant to article 5 of the RPT Regulation as RONA, as of the date of this Information Document, exercises effective control over the management of EPH Invest.
With reference to the materiality indices set out in Annex 3 of the Regulation on Related Party Transactions, as per resolution no. 17221 of 12.04.2010, updated with the amendments made by resolution no. 22144 of December 22, 2021, effective from 31.12.2021, it is emphasized that it is not possible to determine either the consideration, the total assets, or the total liabilities since, as this is a commitment to establish the SPV by July 15 next, said values are not currently known, at least one of which is presumed with reasonable certainty to exceed the 5% threshold.
1. Disclaimers – Risks related to conflicts of interest The Transaction subject of this Information Document is classified as a significant related party transaction pursuant to Consob Regulation no. 17221/2010 and the Procedure for Related Party Transactions adopted by the Company, as, as of the date of this Information Document, RONA Limited Company S.r.l. exercises effective control over the management of EPH Invest.
The Transaction is part of EPH Invest's broader industrial development path in the renewable energy sector and concerns the incorporation and development of a Tunisian-law special purpose vehicle intended for the construction of a photovoltaic plant in the Republic of Tunisia, in partnership with RONA and the local industrial partner AbA Group.
Participation in the project entails for EPH Invest the assumption of risks typical of industrial and infrastructure initiatives in the energy sector, including, by way of example, authorization and regulatory risks connected to the Tunisian legal system, execution risks relating
the construction of the plant, technological risks, market risks connected to the trend of the renewable energy sector, as well as possible delays in the project's realization and in obtaining the necessary authorizations or in the conclusion of the energy sale contract (Power Purchase Agreement).
The actual realization of the industrial initiative and the achievement of the expected economic results will also depend on the ability of the special purpose vehicle and its shareholders to raise the financial resources necessary for the project's realization, including through bank financing and other institutional investors, as well as on compliance with the industrial timeline provided for by the signed agreements.
Any deviations from the assumptions underlying the economic and financial assessments of the Transaction, or delays in the project's realization, increases in investment costs, or changes in the applicable regulatory and legal context, could negatively impact the profitability of the initiative and, consequently, the Company's economic, asset, and financial results.
Given the above, and taking into account the foregoing, the Company believes there are no particular risks connected to potential conflicts of interest other than those typically inherent in related party transactions, nor risks other than those typically inherent in transactions of a similar nature.
2. Information relating to the Transaction
2.1 Description of the characteristics, methods, terms, and conditions of the Transaction The Transaction consists of the signing of definitive agreements for the establishment of a Tunisian-law special purpose vehicle intended for the development, financing, construction, and management of an industrial project in the field of electricity production from photovoltaic sources.
The project concerns the construction of a photovoltaic plant in the Sfax region (Tunisia), on land provided by the local partner, for a total area exceeding fifty hectares.
The initiative involves an initial development phase through the construction of an initial lot with a capacity of 2 MW, intended to form the first segment of an initial installation of 10 MW.
Subsequently, a progressive expansion of the plant is planned until a total installed capacity of not less than 50 MW is reached, with the industrial agreements providing for the possibility of further project expansions depending on the authorizations obtained and market conditions.
The parties have also defined:
• the structure of the SPV's articles of association;
• the main contents of the shareholders' agreement;
• the governance system;
• the allocation of operational roles among shareholders;
• the financing methods for the initiative;
• the authorization and construction process for the plant.
The establishment of the SPV is planned from July 15, 2026, subject to the completion of the corporate and administrative requirements provided for by Tunisian law.
The shareholding in the SPV will be distributed as follows:
• EPH Invest S.p.A.: 37.5%;
• RONA Limited Company S.r.l.: 37.5%;
• AbA Group SarL / Société Internationale pour les Systèmes Intelligents et l'Énergie: 25%.
Following the establishment of the SPV, activities aimed at concluding a Power Purchase Agreement (PPA) with the Tunisian public company STEG will commence, with an indicative duration of at least twenty-five years, intended to govern the sale of the energy produced.
The financial structure of the initiative involves mixed financing, consisting of an equity component estimated at approximately 20% of the overall requirement and a debt component of approximately 80%, to be raised through financial operators and credit institutions.
2.2 Nature of the correlation The Transaction constitutes a related party transaction within the meaning of Article 1 of Consob Regulation no. 17221 of March 12, 2010, as subsequently amended (the "OPC Regulation"), as well as the Procedure for Related Party Transactions adopted by EPH Invest S.p.A. (the "OPC Procedure"), as RONA Limited Company S.r.l., as of the date of this Information Document, holds a controlling stake in the Issuer's share capital and, consequently, qualifies as a related party of the Company.
The Transaction is part of a joint industrial initiative promoted by EPH Invest, RONA, and the Tunisian industrial partner AbA Group SarL, aimed at establishing a Tunisian-law special purpose vehicle ("SPV") for the development, realization, financing, and subsequent management of a photovoltaic project in the Republic of Tunisia, in accordance with the methods described in this Information Document.
RONA's interest in the Transaction stems from its direct participation in the investment as a shareholder of the to-be-established SPV and from sharing the related entrepreneurial risk and economic prospects of the initiative with EPH Invest. The contractual structure of the Transaction was defined based on substantially mutual and symmetrical conditions between the main investors, envisaging an equal participation of EPH Invest and RONA in the SPV, a balanced distribution of proprietary and administrative rights, as well as contractual obligations and commitments consistent with their respective shareholdings and the operational role assigned to each party.
During the due diligence process, it was verified that RONA's participation meets industrial and financial needs strictly connected to the realization of the initiative, considering the project's scale, the resources required for its development, and the need to ensure adequate financial and operational support for the SPV. The analysis conducted did not reveal any elements to suggest that the Transaction was conceived or structured primarily in the interest of the related party or to the detriment of EPH Invest's corporate interest; on the contrary, the economic, industrial, and strategic rationale for the initiative is adequately documented and consistent with the growth and development objectives pursued by the Company.
In compliance with the OPC Regulation and the OPC Procedure, the Committee for Transactions with Related Parties was involved promptly and continuously from the initial structuring phases of the Transaction. The Committee received a complete and constant flow of information from management, examined the contractual documentation, the business plan, the economic-financial analyses, and the assessment of the main industrial, financial, and operational risks, formulating requests for clarification and observations that were incorporated into the final version of the agreements. Furthermore, all members of the Committee directly participated in the final negotiation meetings with RONA and the Tunisian partner, personally following the evolution of the negotiations until the final contractual text was defined.
The Committee also verified the consistency of the Transaction with the Company's business plan, the economic-financial sustainability of the investment, the balance of the contractual clauses, the distribution of rights and obligations among the SPV shareholders, and the absence of unjustified benefits in favor of the related party, concluding that the terms of the Transaction are in compliance with the principles of substantial and procedural fairness, transparency, and protection of minority shareholders set forth by the OPC Regulation.
In light of the due diligence conducted and the favorable opinion unanimously expressed by the OPC Committee, the Board of Directors deemed that the Transaction is in the Company's interest, presents economically sound conditions, and was finalized through a negotiation process compliant with the provisions of the OPC Regulation and the OPC Procedure, without any situations emerging that could alter the negotiation balance or result in undue advantages for the related party.
2.3 Economic Rationale and Convenience of the Transaction The Transaction is part of EPH Invest's industrial and capital strengthening process and represents one of the most significant strategic initiatives planned in the 2026-2031 Business Plan, as it allows the Company to embark on a development path in the renewable energy sector through participation in an infrastructure project characterized by significant growth prospects and a medium-to-long-term horizon.
Participation in the to-be-established special purpose vehicle ("SPV") allows EPH Invest to acquire a qualified position in an industrial initiative aimed at the construction of a photovoltaic plant in the Republic of Tunisia, expanding the Company's international presence and pursuing greater diversification of its asset portfolio in a sector considered strategic both at the European level and in the North African region, characterized by growing demand for energy produced from renewable sources and by development programs supported by local public authorities.
The Transaction is consistent with the growth objectives identified by the Board of Directors and with the strategy of progressively transforming the Company into an active player in the development of industrial initiatives with high value creation potential, enabling EPH Invest to participate from the initial phase in the development of a project likely to generate recurring economic flows through the production and sale of electricity under long-term contracts.
From an economic and contractual perspective, the structure of the Transaction grants EPH Invest a 37.5% stake in the SPV's capital, ensuring the Company a significant role in the governance of the initiative through participation in strategic decisions and the main decision-making processes of the SPV, as well as a proportional share in the economic and financial results derived from the project's realization.
The Board of Directors also assessed that the realization of the initiative through an SPV jointly held by EPH Invest, RONA, and the local industrial partner constitutes the most efficient solution from an industrial, organizational, and financial standpoint, as it allows for the distribution of entrepreneurial risks associated with the project development among the partners, leverages their respective industrial, financial, and operational expertise, and benefits from the local partner's contribution regarding the authorization, regulatory, and implementation aspects of the investment.
The planned financial structure, based on a combination of equity capital contributed by the shareholders and external financing, was deemed consistent with the initiative's characteristics and suitable for limiting the direct use of the Company's financial resources, preserving its capital and financial flexibility, and enabling efficient management of invested capital.
During the due diligence, the appropriateness of the overall contractual framework was also verified, confirming that the administrative and proprietary rights granted to EPH Invest
are proportionate to the stake held in the SPV, that the obligations undertaken by the parties are substantially balanced, and that there are no clauses likely to grant selective benefits or unjustified advantages to the related party.
The Committee for Related Party Transactions, involved promptly and continuously throughout the entire negotiation process, examined the documentation prepared by management, the business plan, the economic-financial analyses, the governance structure of the SPV, and the main contractual conditions of the Transaction, making requests for clarification and observations that were incorporated into the final version of the agreements. Following the checks carried out, the Committee expressed a favorable opinion, considering that the Transaction is in the Company's interest, economically convenient, and correct from a substantive and procedural perspective.
In light of the analyses carried out by management, the investigative due diligence performed, and the favorable opinion expressed by the RPT Committee, the Board of Directors deemed that the Transaction pursues a concrete and current interest of EPH Invest, is consistent with the Company's strategic objectives, and presents a balanced relationship between risks and expected benefits, without creating undue advantages for the related party or prejudicing the interests of the Company or minority shareholders.
2.4 Illustration of the economic, asset, and financial effects of the Transaction The Transaction involves EPH Invest acquiring a 37.5% stake in the share capital of the Tunisian-law special purpose vehicle ("SPV"), intended for the development, construction, financing, and subsequent management of the photovoltaic project described in this Information Document.
As of the date of this Information Document, the subscription of the implementing agreements primarily results in legal and organizational effects, as it governs the relationships between industrial partners and defines the governance structure, the development methods of the initiative, and the parties' programmatic commitments, without, at present, entailing the assumption by the Company of immediately due financial obligations of significant amount, with the exception of those strictly related to the incorporation of the SPV and the performance of the preliminary activities necessary for the project's launch.
The Transaction therefore does not have significant immediate effects on the economic, asset, and financial situation of EPH Invest, it being understood that the advancement of the project will, over time, necessitate capital contributions and further financial interventions provided for by the contractual documentation and the business plan, according to a timeline correlated to the progress of the initiative.
Any capital contributions, shareholder loans, issuance of guarantees, or further financial commitments that may become necessary in the subsequent development phases of the investment will be subject to specific resolutions by the competent corporate bodies of EPH Invest, to be adopted in compliance with applicable regulations, the Articles of Association, and the Related Party Transaction Procedure, after carrying out the necessary assessments regarding the economic-financial sustainability of the commitments to be undertaken and, where the conditions are met, in compliance with the regulations applicable to related party transactions.
From an economic perspective, the project is intended to produce its effects mainly in the medium to long term, through the Company's participation in the economic results of the SPV derived from the production and sale of electricity generated by the photovoltaic plant, based on the Power Purchase Agreement (PPA) that will be entered into with the buyer of the produced energy. The extent and timing of these effects will depend, among other things, on the completion of the authorization process, the construction of the plant according to the planned schedule, the commissioning of the plants, the effective conclusion of the PPA, and the performance of the project's main economic and financial parameters.
The Board of Directors, also based on the analyses prepared by management and the assessments made by the Committee for Related Party Transactions, has deemed that the expected economic, asset, and financial effects are consistent with the Company's strategic objectives and proportionate to the risks undertaken, taking into account the structure of the Transaction, the allocation of rights and obligations among the partners, and the financing methods envisaged for the realization of the initiative.
2.5 Method of determining the consideration for the transaction As of the date of this Information Document, the Transaction is essentially programmatic in nature and defines the general framework for collaboration between the parties for the development of the industrial initiative described in this Document.
The approved agreements govern the general principles for the future realization of the project and the structure of the relationships between the participants, without, at present, entailing the assumption by EPH Invest of immediately due financial obligations or the definitive determination of economic considerations relating to subsequent investment, financing, or contribution interventions.
The economic conditions of the individual implementing operations, including any capital contributions, shareholder loans, issuance of guarantees, further investments, or any other financial commitment that may become necessary in the subsequent development phases of the project, will be defined based on the actual progress of the initiative, the operational needs of the special purpose vehicle, and the market conditions existing at the time of the relevant resolution.
With reference to these future operations, the Board of Directors will, from time to time, carry out the necessary assessments regarding the economic appropriateness of the conditions
applied, including, where deemed appropriate or required by applicable regulations, the acquisition of opinions, valuations, or fairness opinions issued by independent experts.
Similarly, should the individual implementation operations fall within the scope of the related party transactions regulations, they will be submitted in advance for review by the Committee for Related Party Transactions, which will receive complete and timely information and will issue its reasoned opinion in accordance with Consob Regulation no. 17221/2010 and the Company's Procedure for Related Party Transactions.
Given the programmatic nature of the Transaction, it is therefore not possible, as of the date of this Information Document, to determine an overall consideration for the Transaction or to express definitive assessments regarding the economic fairness of future executive operations, which will be subject to independent evaluations and resolutions by the competent corporate bodies based on the circumstances concretely existing at the time of their approval.
2.6 Due Diligence by the RPT Committee In accordance with Consob Regulation no. 17221/2010 and the Company's Procedure for Related Party Transactions, the Committee for Related Party Transactions (the "RPT Committee") has been involved promptly and continuously since the initial structuring phases of the Transaction, receiving a constant, complete, and timely flow of information from management regarding the progress of negotiations, the characteristics of the initiative, the economic and contractual conditions being defined, and the main risk profiles associated with the investment.
Throughout the entire due diligence process, the Committee has received and analyzed, among other things, the progressively updated text of the Integrated Agreement, the explanatory report prepared by management, the industrial plan for the project, the economic-financial analyses prepared by the Company, the documentation concerning the structure of the special purpose vehicle ("SPV") to be established, the assessment of the main industrial, financial, operational, and regulatory risks associated with the implementation of the project in Tunisia, as well as any further documents and in-depth analyses deemed necessary for the issuance of its opinion. The Committee has stated that it has a complete, adequate, and suitable information framework to allow for a fully informed evaluation of the Transaction.
The members of the Committee did not limit their involvement to the final phase of the Transaction but directly followed the evolution of the entire negotiation process, personally participating in the final meetings held with the representatives of RONA Limited Company S.r.l. and the Tunisian industrial partner AbA Group SarL. During these meetings, the Committee was able to directly verify the progress of negotiations, the positions expressed by the parties, the economic and industrial rationale underlying the various negotiation solutions, and the methods by which the content of the contractual agreements was progressively defined.
During the due diligence activity, the Committee formulated requests for clarification and further information from the Company's management and advisors, as well as observations and proposed amendments concerning the main contractual clauses, with particular regard to the governance of the SPV, the allocation of administrative and proprietary rights, the financing mechanisms of the initiative, the commitments undertaken by the parties, the project management methods, and the safeguards for the Company's interests. The observations made by the Committee were discussed with the counterparties and, where deemed acceptable, incorporated into the final version of the Integrated Agreement.
Before commencing the examination of the Transaction, the Committee members also confirmed the continued existence of the independence requirements provided for by applicable regulations and the RPT Procedure, further declaring that, with reference to the Transaction, they are not in situations of interest, even potential, other or different from those considered by the related party transactions regulations, which could compromise the autonomy of the judgment expressed.
During the meeting of June 25, 2026, also in light of the due diligence previously carried out and direct participation in negotiations, the Committee proceeded with an overall assessment of the Transaction, verifying, among other things:
• the consistency of the Transaction with the 2026-2031 Business Plan and the Company's strategic guidelines;
• the existence of a concrete corporate interest in carrying out the investment;
• the economic, asset, and financial sustainability of the initiative and the appropriateness of the planned financing structure;
• the overall balance of the contractual clauses and the substantial reciprocity of the commitments undertaken by the parties;
• the allocation of administrative and proprietary rights among the SPV shareholders and the adequacy of the planned governance mechanisms;
• the proportionality between the stake held by EPH Invest in the SPV and the economic and administrative rights attributed to it;
• the absence of clauses likely to grant selective benefits or unjustified advantages in favor of the related party;
• the compliance of the entire procedure with the principles of transparency, substantial and procedural fairness, and protection of minority shareholders provided for by the RPT Regulation and the RPT Procedure.
Following the due diligence, taking into account the documentation examined, the information acquired directly during negotiations, the in-depth analyses requested from management and advisors, and the checks carried out on the economic and contractual conditions of the Transaction, the Committee unanimously expressed a favorable opinion for its approval by the Board of Directors, considering that the Transaction is in the Company's interest, economically advantageous, and fair from a substantial and procedural perspective. The Committee further noted that, based on the elements acquired, no aspects emerged that would suggest the Transaction was conceived or structured primarily in the interest of the related party or to the detriment of EPH Invest's corporate interest, but rather it is consistent with the strategic objectives pursued by the Company and with the principles of sound corporate governance.
2.7 Impact on the remuneration of the members of the Company's board of directors and/or companies controlled by it as a result of the transaction
No changes are foreseen in the remuneration of the members of the board of directors or of the executives with strategic responsibilities.
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Milan, July 6, 2026
EPH INVEST S.p.A.
COMMITTEE FOR TRANSACTIONS WITH RELATED PARTIES
REASONED OPINION
pursuant to articles 7 and 8 of Consob Regulation no. 17221 of March 12, 2010 and of the Procedure for Transactions with Related Parties adopted by EPH Invest S.p.A.
1. Introduction
This opinion is issued by the Committee for Transactions with Related Parties of EPH Invest S.p.A. (the "Committee") pursuant to articles 7 and 8 of Consob Regulation no. 17221 of March 12, 2010, as subsequently amended (the "RTP Regulation"), as well as the Procedure for Transactions with Related Parties adopted by the Company (the "RTP Procedure"), with reference to the transaction concerning the signing of the definitive agreements for the establishment of a Tunisian-law special purpose vehicle intended for the development, financing, construction, and management of the photovoltaic project in the Republic of Tunisia (the "Transaction").
The Committee notes preliminarily that the Transaction constitutes a related party transaction of greater significance, as RONA Limited Company S.r.l., the counterparty to the Transaction, holds the status of controlling shareholder of the Company and, consequently, of a related party within the meaning of the RTP Regulation.
In accordance with the applicable regulations, the Committee has been involved promptly and continuously since the early stages of the Transaction structuring process, receiving a progressive, complete, and constant flow of information from management, so as to be able to follow the evolution of the initiative and formulate its assessments prior to the resolution being adopted by the Board of Directors.
The Committee highlights that its involvement was not limited to issuing this opinion in the final phase of the procedure, but covered the entire process of forming the Transaction, allowing independent directors to effectively exercise the prerogatives recognized by the regulations on related party transactions.
During the investigation, the Committee maintained constant dialogue with the Company's management, requesting clarifications, further details, and documentary integrations whenever deemed necessary for a complete understanding of the industrial, economic, financial, legal, and regulatory aspects of the initiative.
The Committee therefore acknowledges that this opinion is the result of an investigative activity that developed progressively throughout the entire negotiation process and does not represent an assessment made solely on the basis of the final documentation submitted for the approval of the Board of Directors.
2. Methodology of the Investigative Activity For the purpose of issuing this opinion, the Committee conducted a comprehensive assessment of the Transaction, considering not only its economic and contractual conditions, but also the consistency of the initiative with the Company's strategic objectives, the sustainability of the investment, the distribution of risks among the partners, the governance safeguards envisaged for the special purpose vehicle to be established, as well as the potential effects arising from the presence of the related party.
In carrying out its activities, the Committee examined, among other things:
• the explanatory report prepared by management;
• the various versions of the Integrated Agreement progressively developed during negotiations;
• the Business Plan for the initiative;
• the economic and financial analyses prepared by the Company;
• the documentation concerning the organizational structure and governance of the special purpose vehicle to be established;
• the documentation relating to the main authorization, regulatory, industrial, and financial aspects of the project;
• any further documents and clarifications requested during the investigative activity.
The Committee also obtained clarifications directly from executive directors, management, and the Company's advisors regarding the main aspects of the Transaction, with particular regard to the investment structure, the allocation of rights and obligations among the shareholders of the special purpose vehicle to be established, the economic assumptions of the Business Plan, the financing methods for the initiative, the main risk factors, and the industrial rationale underlying the Transaction.
The members of the Committee also participated in the main negotiation meetings held with the representatives of the related party and the Tunisian industrial partner, thus being able to directly follow the evolution of the negotiations, verify the positions expressed by the parties, and understand the rationale behind the solutions progressively incorporated into the contractual documentation.
The Committee also verified the continued independence of its members, confirming the absence of situations of interest beyond those considered by the regulations on related party transactions, which could compromise the autonomy of the judgment required for the issuance of this opinion.
Following the investigative activity carried out, the Committee believes it has acquired a complete, reliable, and overall adequate information framework to enable a informed assessment of the Transaction, while acknowledging that the actual realization of the project will remain subject to the normal risk factors inherent in infrastructure initiatives in the energy sector and to the fulfillment of the industrial, financial, and regulatory conditions outlined during the investigation.
This opinion is therefore issued based on the knowledge acquired to date and takes into account the information, assessments, and assumptions reasonably available to the Committee at the time of its adoption.
3. Company Interest The Committee conducted a comprehensive assessment of the interest pursued by the Company through the Transaction, taking into account the industrial objectives of the initiative, its consistency with the
strategic guidelines
strategic objectives approved by the Board of Directors, the project's medium-to-long-term sustainability, and the Operation's actual contribution to value creation for the Company.
During its investigation, the Committee verified that the Operation does not constitute an occasional or purely financial investment, but rather represents one of the industrial initiatives contemplated by the Company's Business Plan, aimed at progressively consolidating EPH Invest's presence in the renewable energy sector through participation in infrastructure projects with a multi-year development outlook.
The Committee assessed that the establishment of the Tunisian-law vehicle company is an organizational tool consistent with the nature of the initiative, allowing for the concentration of project development, construction, financing, and management activities in a single entity and the distribution of respective industrial, financial, and operational expertise among the shareholders.
During its investigation, the Committee also delved into the reasons that led to the definition of the current shareholding structure, verifying whether the initiative could have been reasonably pursued through alternative structures or by involving different industrial or financial partners.
Based on the information received from management and the characteristics of the initiative, the Committee noted that the presence of the local industrial partner addresses needs strictly related to the management of authorization, construction, and operational activities in Tunisia, while the joint participation of EPH Invest and RONA ensures the necessary financial and equity support required by the project's scale, distributing entrepreneurial risk among the shareholders.
The Committee deemed that, at the current stage of negotiations and based on available information, no concretely viable alternative solutions have emerged that would allow the Company to pursue its industrial objectives with similar effectiveness while maintaining an equivalent economic, financial, and organizational balance.
The Committee also verified that the interest pursued by the Operation is independently attributable to EPH Invest and is not primarily attributable to the interest of the related party, given that the industrial, strategic, and economic benefits derived from participation in the project are directly intended for the Company in proportion to its stake in the vehicle company.
In light of the verifications carried out, the Committee believes that the Operation pursues a concrete, current, and specific interest of the Company and is consistent with the development objectives approved by the corporate bodies.
4. Economic Convenience of the Operation The Committee proceeded to evaluate the economic convenience of the Operation by jointly considering the income, equity, financial, and strategic aspects of the investment.
The Committee preliminarily observes that the Operation exhibits characteristics typical of medium-to-long-term infrastructure investments and that, consequently, its economic convenience cannot be assessed solely on the basis of immediate economic effects, but must be appreciated in relation to the initiative's capacity to generate value over the entire project lifecycle.
To this end, the Committee examined the Business Plan prepared by management, the available economic-financial analyses, and the main assumptions underlying the prospective valuations, verifying the overall consistency of the economic-financial model and the reasonableness of the hypotheses used.
The Committee notes that the achievement of the expected results will depend on the occurrence of a plurality of future circumstances, including the completion of the authorization process, the conclusion of the energy sales contract, the sourcing of the financial resources necessary for the initiative's development, adherence to the construction schedule, and the evolution of the relevant economic and regulatory framework.
However, the Committee notes that these elements constitute risk factors physiologically associated with operations of a similar nature and are not attributable to the fact that one of the counterparties is a related party.
Specifically regarding the negotiation terms of the Operation, the Committee verified that the stake allocated to EPH Invest in the vehicle company is consistent with the overall rights, both financial and administrative, recognized by the agreements, and that the economic obligations incumbent upon the shareholders are substantially proportionate to their respective shareholdings.
The Committee also noted that any future capital contributions, shareholder loans, guarantees, or further financial commitments will be subject to separate resolutions by the Company's competent corporate bodies and, where applicable, will be subject to a new assessment pursuant to the regulations applicable to related party transactions.
In light of the investigative activities carried out, the Committee believes that the economic conditions of the Operation are overall reasonable and that the ratio between expected benefits and assumed risks can be considered balanced and consistent with the industrial objectives pursued by the Company.
5. Substantive Fairness of the Operation The Committee paid particular attention to verifying the substantive fairness of the Operation, considering the need to ascertain that the presence of the related party has not influenced the formation of the negotiation terms in a way that would cause prejudice to the Company or to shareholders other than the related party.
To this end, the Committee examined the overall structure of the agreements, focusing particularly on the distribution of shareholdings, the governance of the vehicle company, the allocation of financial and administrative rights, the economic contribution obligations of the shareholders, the procedures for making key strategic decisions, and the arrangements for future financial interventions.
The investigative activities made it possible to verify that the rights granted to the shareholders are substantially consistent with their respective shareholdings and that the economic and financial obligations stipulated in the agreements appear to be based on criteria of proportionality and reciprocity.
The Committee found no clauses that would grant the related party disproportionate economic, administrative, or financial benefits compared to its shareholding, nor mechanisms that would lead to a transfer of value in favor of the related party to the detriment of the Company.
The Committee also verified that the structure of the Operation does not result in a significantly unbalanced allocation of risks to the detriment of the Company and that the main commitments undertaken by the parties are consistent with the role assigned to each shareholder within the initiative.
Based on the elements acquired, the Committee therefore believes that the Transaction complies with the principles of substantive fairness referred to by the OPC Regulation and does not present aspects that could compromise the negotiating balance between the parties.
6. Procedural Fairness The Committee has finally verified compliance with the procedural provisions set forth by the OPC Regulation and the Procedure adopted by the Company.
The investigative activity showed that the Committee's involvement began in the early stages of the negotiation process and continued continuously until the final preparation of the documentation submitted to the Board of Directors.
Throughout the entire process, the Committee received constant and progressively updated information, requested clarifications and further details, made observations on the negotiation documentation, and was able to directly follow the evolution of the negotiations, verifying the economic and industrial reasons underlying the main contractual choices.
The Committee also operated with full autonomy of judgment, having previously verified the continued independence of its members and the absence of interests beyond those considered by the regulations on related party transactions.
The Committee therefore believes that the procedure followed ensured effective, timely, and substantial involvement of the independent directors, achieving the objectives pursued by the OPC Regulation and guaranteeing adequate oversight of the corporate interest and the protection of minority shareholders.
In particular, the Committee believes that the decision-making process allowed for effective dialogue with management and counterparties, ensuring that the assessments made by the independent directors could concretely influence the process of defining the Transaction and the formation of the Board of Directors' final decision.
7. Conclusive Assessments and Committee's Opinion The Committee proceeded to assess the Transaction, taking into account all the elements acquired during the investigative activity, the information progressively received from management, the contractual documentation examined, the further details requested during negotiations, and the verifications directly carried out by its members.
In formulating this opinion, the Committee jointly considered:
• the consistency of the Transaction with the Company's strategic guidelines and the objectives outlined in the Business Plan;
• the existence of a concrete and current interest of the Company in carrying out the initiative;
• the reasonable economic and financial sustainability of the investment based on the information available as of the date of this opinion;
• the overall balance of the negotiated framework resulting from the agreements;
• the proportionality between the stake held by EPH Invest in the special purpose vehicle, the rights attributed to it, and the economic obligations undertaken;
• the distribution of risks among the partners of the initiative;
• the absence of elements suggesting that the presence of the related party has led to negotiating conditions inconsistent with the Company's interest or selective or undue advantages in its favor;
• the compliance of the procedure followed with the provisions of Consob Regulation no. 17221/2010 and the Procedure for Related Party Transactions adopted by the Company.
The Committee notes that the initiative presents the typical risks inherent in infrastructure investments in the energy sector, particularly regarding the completion of the authorization process, the sourcing of project finance, the conclusion of the Power Purchase Agreement, the execution of the investment according to the planned schedule, and, more generally, the evolution of the applicable economic and regulatory framework.
The Committee observes, however, that these risk factors are intrinsic to the nature of the investment and were adequately represented during the investigation, with no elements emerging to suggest that they arise from the related party status of RONA Limited Company S.r.l. or from the negotiating structure of the Transaction.
The Committee also notes that the documentation examined and the information acquired do not reveal contractual clauses that could grant the related party disproportionate economic or legal benefits compared to its stake in the special purpose vehicle to be established, nor aspects that could lead to an unjustified detriment to the Company's position or the interests of shareholders other than the related party.
The Committee also highlights that any subsequent capital contributions, shareholder loans, issuance of guarantees, or further financial commitments that may be necessary in the subsequent development phases of the initiative will be subject to independent assessments and resolutions by the Company's competent bodies, based on the circumstances concretely existing at the time of their approval and, where applicable, in compliance with the regulations governing related party transactions.
This opinion is therefore expressed exclusively with reference to the Transaction that is the subject of this opinion, based on the information available as of today's date and the assumptions outlined by management during the investigative activity, it being understood that the Committee is not called upon to express an opinion on the future economic success of the initiative, but rather to verify the reasonableness of the decision submitted for the Board of Directors' approval, the Transaction's compliance with the Company's interest, and the substantive and procedural fairness of the related decision-making process.
In light of the foregoing considerations, the Committee believes that:
• the Transaction pursues a concrete, current interest that can be independently attributed to EPH Invest S.p.A.;
• the economic and contractual conditions of the Transaction are, based on the information available, overall reasonable and balanced;
• the presence of the related party has not led to alterations in the negotiating balance or the attribution of selective benefits incompatible with the Company's interest;
• the procedure followed has ensured effective, timely, and substantial involvement of the independent directors, in accordance with the principles of transparency, procedural fairness, and protection of minority shareholders underlying the OPC Regulation.
For all the above reasons, the Committee, unanimously, expresses a favorable opinion for the approval of the Transaction by the Board of Directors, considering that, based on the information available as of the date of this opinion:
• it is in the Company's interest;
• it presents overall reasonable and advantageous economic and negotiating conditions;
• it is substantively fair;
• it was defined through a procedure compliant with the provisions of Consob Regulation no. 17221/2010, the Procedure for Related Party Transactions adopted by the Company, and the principles of good corporate governance.
Milan, June 25, 2026 Chairman of the Committee Dr. Biancamaria Zara
Members
Dr. Federica Capponi Lawyer Roberto Culicchi