Erg Spa

Governance roles

Reference: pages 84-93.

The Board of Directors is composed of 12 members (5 independent), appointed by the Shareholders' Meeting on 23 April 2024 for a three-year mandate. "Employees or other workers are not represented in the company's administrative, management and supervisory bodies" (p.85). Gender balance: six female and six male Directors (50%/50%), exceeding the two-fifths statutory minimum (p.85, 2025 GOV-1 table).

Board committees: the Control, Risk and Sustainability Committee (CRSC), which "supports the Board of Directors' evaluations and decisions" including the ESG Plan and the Consolidated Sustainability Statement; the Nominations and Remuneration Committee; and the Strategic Committee. The Board of Statutory Auditors has three standing and three alternate auditors, two of the three standing auditors are women.

ESG skills-expertise self-assessment: the Board's average is "more than adequate (76%)", three skills rated excellent, eight more than adequate; the Board of Statutory Auditors averaged "more than adequate (69%)" (pp.89-91).

Information provided to and sustainability matters addressed

Reference: pages 84-93.

ESG induction sessions for Board Members and Statutory Auditors totalled 10 hours in 2025, covering: analysis of the European regulatory context (EU Green Taxonomy, CSRD); the ESG Plan objectives (Net Zero 2040, community commitments, D&I, MBO/LTI incentive schemes, supply chain projects, UNI/PdR 125:2022 certification, sustainable finance objectives); "illustration of the double materiality process with its findings"; and analysis of main reported indicators (EU Taxonomy Revenue/OpEx/CapEx, Scope 1-2-3 emissions, Gender Pay Gap, training hours) (p.90).

At its 25 February 2026 meeting the Board of Directors assessed the size, composition and functioning of the Board and its committees for FY2025, supported by the Nominations and Remuneration Committee, and "expressed its positive evaluation" (p.90). The materiality assessment was itself "approved by the ESG Committee on 18 December 2025 and the Control, Risk and Sustainability Committee on 10 December 2025" (p.97).

Sustainability-related performance in incentive schemes

Reference: pages 94-95.

Each incentive system includes "a Group sustainability objective common to all participants, consisting of four sub-objectives linked to the Pillars of the ESG Plan: Planet, Engagement, People, Governance" (p.94).

Short-term (MBO): the common sustainability target affects the CEO's variable remuneration by 20% and other beneficiaries' by 10%; the CEO also has an individual sustainability target on installed renewable capacity (MW) worth 30% of variable pay. 2025 Group MBO sustainability result: 113% (Target = 100%, Cap = 120%) (p.94).

Medium/long-term (2024-2026 Performance Share Plan): shares vest 60% on EBITDA, 20% on incremental MW growth, 20% on Sustainability sub-objectives (Net Zero share of green energy, S&P CSA rating, safety indices, D&I, sustainable funding) (p.95).

Datapoints (GOV-3 table, p.95): portion of MBO tied to sustainability for CEO = 50% (2024: 50%); for other Key Managers/beneficiaries = 10% (2024: 10%); portion of LTI tied to sustainability = 40% (2024: 40%); Italian employees' variable pay tied to sustainability = 10%.

Statement on due diligence

Reference: pages 173, 174-177 (GOV-4 "The Due Diligence Process of the ERG Group"; "Anti-corruption: the commitment to ethical integrity").

Compliance with the Group's policy system is verified by the Supervisory Body (Code of Ethics / Legislative Decree 231/01 matters) and the ESG Committee (Human Rights, D&I, Anti-Harassment and Gender Equality policies). ERG "uses a dedicated portal to continuously monitor all significant third parties", covering sanctions/legal proceedings under Legislative Decree 231/01, human rights violations, and negative press. At 31 December 2025 the Group "had monitored 1,897 significant third parties through a dedicated IT system" (p.175).

Where issues arise, "actions are taken based on the severity of the situation, in particular the invitation to implement remedial actions", with field audits used to define improvement plans (p.174). Reports can be made via the Whistleblowing channel (erg.integrityline.com) or a dedicated e-mail/postal address to the Supervisory Body, which guarantees confidentiality and protection against retaliation.

Double materiality (governance and methodology)

Reference: pages 96-101.

The double materiality update is "conducted with input from the ERM - Enterprise Risk Management Department" (p.96). Methodology phases: (A) context analysis; (B) identification of material topics against the 12 ESRS topics, of which "10 were considered material, while 2 were excluded because they do NOT apply to the Group's business" (E2 Pollution, E3 Water and marine resources) (p.96); (C) identification of IROs, scored high/medium/low severity and likelihood over short/medium/long term, both inherent and residual risk; (D) stakeholder engagement (impact materiality results maintained from 2024, financial materiality updated in 2025 via ESG Committee and an external expert session); (E) assessment and prioritisation, where "the topics with at least a medium rating are the 'material topics' to be reported" (p.97).

Materiality was "approved by the ESG Committee on 18 December 2025 and the Control, Risk and Sustainability Committee on 10 December 2025" (p.97).

Strategy, business model and value chain

Reference: pages 81-83, 124.

"The ERG Group is a leading independent operator of clean energy from renewable sources, in particular wind and solar power, and has integrated storage systems into its portfolio since 2025" (p.81). Value chain segments: Upstream (contracted supply chain and subcontractors), Own Operations (development, construction, production, maintenance, energy management), Downstream (organised markets and main customers/counterparties) (p.81).

As of 31 December 2025 the Group had 672 employees across nine European countries plus the USA. Group revenue was EUR 752.412 million (2024: EUR 738.1 million), "mainly from sales of electricity produced by wind and solar plants" (p.81). Installed capacity: 3,974 MW across Italy, France, Germany, East Europe, UK & Nordics, Spain and the USA (p.111).

The ESG strategy rests on four pillars integrated into the business model since 2021: Planet, Engagement, People, Governance, with "18 well-defined objectives that are measurable through constantly monitored KPIs" (p.82), contributing to 14 of the 17 UN SDGs.

Interests and views of stakeholders

Reference: pages 158-159.

ERG maps seven stakeholder groups with distinct expectations and engagement channels (p.159 table): Institutions (dedicated meetings, worktables, Wind Europe, ERGLab think tank); Shareholders and the Financial Community (Shareholders' Meeting, quarterly webcasts, roadshows, Italian Sustainability Week); Social partners; Future generations (students/teachers, e.g. "Social Purpose for Solar Revamping" projects, ELIS partnership); Local communities (meetings on development projects in Italy, France, UK); People and trade union organisations (climate survey, Wind & Solar trade union protocol); Suppliers (web platform, Sustainability K factor, HSE audits); Customers (PPA negotiation, ad hoc solutions); Media (press releases, site visits).

"To correctly manage the various requests, ERG has adopted a Policy for dialogue with stakeholders and has set up a dedicated whistleblowing channel for any reports" (p.158).

Material impacts, risks and opportunities

Reference: pages 96-101.

The 2025 DMA confirmed 10 of the 12 ESRS topics as material: E1, E4, E5, S1, S2, S3, S4 and G1 (three sub-topics: Corporate culture, Lobbying activities, Management of relationships with suppliers), alongside ESRS 2. "Topics not applicable: Pollution [E2], Water and marine resources [E3]" (p.97).

Per-topic impacts, risks and opportunities, mitigation strategies and time horizons (short/medium/long) are tabulated across pp.97-101, e.g. E1 negative impact "Delays in the implementation of RES growth targets (potential)" mitigated by "ESG plan with decarbonisation objectives... approved by SBTi"; S1 negative impact "Serious HSE incidents of own employees... (potential)" mitigated by "OHSAS 18001 certified management systems".

For E1 and E4, the report notes climate/biodiversity resilience is assessed "through scenario analysis in compliance with the objectives of the Paris Agreement" (p.106), and confirms "ERG's resilience to climate change thanks to its energy transition towards a green economy" (p.106); no separate ESRS-defined resilience analysis distinct from this scenario work is described.

Description of the process to identify and assess material IROs

Reference: pages 96-101.

Four-phase methodology: (A) Context analysis of business strategy, financial results, regulatory context and geography. (B) Identification of material topics against all 12 ESRS topics; E2 (Pollution) excluded because "the Group produces 100% of its electricity from renewable sources, with no direct pollutant emissions... does not emit nitrogen oxides (NOx), sulphur oxides (SOx) or particulate matter (PM)"; E3 (Water) excluded because water use is "minimal and negligible, limited only to washing solar panels (in 2025 equal to 62 m³)... consumption is zero and no waste water is generated" (p.96). (C) Identification of IROs, scored high/medium/low on severity/likelihood, inherent and residual, short (within 1 year), medium (2-5 years), long (over 5 years) term. (D) Stakeholder engagement: impact materiality via a 2024 stakeholder survey retained, financial materiality updated in 2025 via the ESG Committee and an "expert session" of external specialists. (E) Assessment and prioritisation: topics rated at least "medium" are treated as material (p.97).

Disclosure requirements in ESRS covered

Reference: pages 78-80 (methodological note); 202-206 (ESRS Content Index, Appendix 2); 207-208 (Appendix B, Appendix 3).

The 2025 Statement is "the 19th Sustainability Statement of the ERG Group, as well as the second report drafted in compliance with the requirements of the new CSRD... and with the related ESRS", transposed via Italian Legislative Decree no. 125/2024 (p.78). "Consistent with the regulatory updates published in July 2025, known as Quick fixes, the use of phase-in models was confirmed for some indicators, including impact metrics and expected financial effects" (p.78).

The report includes a full ESRS Content Index (pp.202-206) mapping each disclosure requirement to section and page, marking non-material topics N.A. (E2, E3) and deferred datapoints "phase in" (E4-6, E5-6, S1-12). Appendix B (p.207) lists ESRS 2/topical datapoints deriving from SFDR, Pillar 3, the Benchmark Regulation and the EU Climate Law.

Transition plan for climate change mitigation

Reference: pages 104-107.

ERG's decarbonisation path has three phases: "production and sale of energy entirely from renewable sources"; "exclusive consumption of renewable energy in company plants and infrastructures"; "decarbonisation of the supply chain, involving the main suppliers on an emission reduction pathway, validated by the Science Based Targets initiative (SBTi)" (p.106). The goal is Net Zero by 2040, with at least 75% of strategic suppliers (turnover > EUR 1m) SBTi-validated by 2030, rising to 90% by 2040.

On 7 July 2023 SBTi approved ERG's GHG reduction targets "in line with the threshold necessary to keep the global temperature increase within 1.5°C" (p.107). However, ERG discloses a gap: "although ERG's decarbonisation plan is aligned with international best practices and targets validated by SBTi, it is not yet fully aligned with the ESRS reporting requirements. The company is considering the necessary actions to meet these demands in the future" (p.107). ERG "has not in 2025 allocated significant monetary amounts, in relation to CapEx and OpEx, to implement actions taken or planned" (p.107); the Group is not excluded from EU Paris-aligned benchmarks.

Identification of climate-related risks and scenario analysis

Back-filled from the E1 "Climate change risk management (TCFD framework)" section, disclosed in the FY2025 report under the combined E1-1/E1-2/E1-3/E1-4 heading (pages 104-106) and E1-9 (page 106). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

ERG has run a TCFD-aligned climate risk analysis since 2019, "progressively updated and expanded" to Spain and the USA, covering "internal operations and activities upstream and downstream in the value chain" (p.104). Scenarios: IPCC RCP emissions scenarios (5 pathways: 8.5, 7.0, 4.5, 2.9, 1.9) and two transition scenarios, "Below 2 Degree Scenario (B2DS - IEA) and Sustainable Development Scenario (SDS)" (p.104).

A 2025 "wind drought" study used the "most climate-catastrophic scenarios": RCP 8.5 (approx. +4.3°C vs pre-industrial) and RCP 7.0 (approx. +3.7°C), assessed at plant level in Italy, France, Germany and the UK (p.106). E1-9 separately assessed wind and solar production impacts over medium (2020-2039), medium-long (2040-2059) and long-term (2080-2099) horizons (p.106). Key assumption: P50 production estimates built on historical wind/irradiation series.

Resilience in relation to climate change

Back-filled from the E1 "Metrics and objectives" and "Ongoing and future projects" sections (pages 106-107). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

ERG states that "asset resilience to climate change [is] assessed through scenario analysis in compliance with the objectives of the Paris Agreement" (p.106), and that "the update of the analysis, which was focused on the renewable business, confirmed ERG's resilience to climate change thanks to its energy transition towards a green economy, with its own 'Pure Renewable Player' generation model" (p.106).

Adaptive capacity rests on geographic diversification (nine European countries plus two US states) and technological diversification/modernisation (repowering and revamping), both "already integrated into our Business Plan for several years" (p.106). The 2025 wind-drought study found the potential effects "already incorporated in the estimates underlying ERG's Business Plan" via P50 production methodology, with further work planned in 2026 on the North Atlantic Oscillation's effect on windiness (p.107). No separate ESRS-defined resilience analysis beyond this scenario-based conclusion is described.

Policies related to climate change mitigation and adaptation

Reference: pages 102-103 (Sustainability Policy infographic); 104-107 (Transition Plan, Policies, Actions and Targets); 113-114 (energy efficiency and storage).

Climate policy commitments sit within the Sustainability Policy and HSE Policy (both updated in 2025), under the Code of Ethics framework (p.102). ERG's climate approach is structured through governance (Board, Control Risk and Sustainability Committee, ESG Committee, Enterprise Risk Management), strategy (development of wind/solar/storage, geographic and technological diversification, new-generation turbines and solar trackers, electrochemical storage), risk management (TCFD-aligned analysis since 2019) and metrics/objectives (Net Zero 2040, SBTi-validated targets) (pp.104-106).

Specific policy-linked actions include "update and improvement of wind farms in operation" (repowering) and "storage systems supporting the spread of renewable sources", the latter exemplified by the 12.5 MW Vicari BESS commissioned in Q4 2025, ERG's "official entry into the Italian storage market" (pp.113-114).

Actions and resources in relation to climate change policies

Reference: pages 104-107.

ERG lists concrete decarbonisation actions under the transition plan: "development and production of wind and photovoltaic energy"; "geographic and technological diversification"; "technological evolution of wind turbines... to increase the generation of energy from wind"; "technological developments in photovoltaic systems, such as solar trackers and next-generation panels"; "development and construction of electrochemical storage facilities" (p.105).

Adaptation actions include "continuous monitoring of physical and transitional risk factors", "advanced forecasting models" for production planning, SCADA-based continuous performance monitoring, insurance policies against interruption/damage, and energy audits (pp.105-106). Resources are cross-functional: Enterprise Risk Management supports the ESG area on climate risk, and the Board/Control Risk and Sustainability Committee oversee ESG Plan implementation (p.105). No specific CapEx/OpEx figure is allocated to these actions: ERG states it "has not in 2025 allocated significant monetary amounts... to implement actions taken or planned" (p.107).

Targets related to climate change mitigation and adaptation

Reference: pages 104-107, 110-111, 94-95.

SBTi-validated targets from a 2020 base year (approved 7 July 2023), expressed per MWh of net revenue-generating output: short term by 2027, "reduction of direct (Scope 1) and indirect GHG emissions from energy consumption (Scope 2) by 72% per MWh... compared to 2020"; "increase in renewable energy consumption from 94% in 2020 to 100% in 2030"; Scope 3 (energy sale) down 70.4% per MWh by 2027. Long term by 2040: Scope 2 down 94.8% per MWh, Scope 3 (energy sale) down 95.3% per MWh, other Scope 3 down 97% per MWh (p.107).

The Carbon Index (Scope 1+2+3, gCO2e/kWh) had already fallen to 6% of the 2020 base year by 2025 (-94%), against a 2027 target of -90%, "significantly ahead of the scheduled 2027 deadline" (p.107). Climate targets are embedded in incentive schemes: "100% of the remuneration systems have climate-related objectives for both the CEO and for the entire population" (p.108); the CEO's LTI includes a "Target Net Zero: percentage of Green Energy on Total consumption (Scope 2)" sub-objective at 4% weight (p.95).

Energy consumption and mix

Reference: page 112.

"By 2025, 99% of the Group's electricity needs were covered by green energy sources" (p.112), up from 51% in 2016 and 97% in 2024. "Considering overall energy consumption, including electricity, fuel and methane, the share of energy from renewable sources is 87%" (p.112).

Policy: for internally developed plants renewable supply activates at commissioning; for acquired structures not already on renewable supply, "the internal policy sets out a maximum period of two years for conversion to 100% renewable supply" (p.112). The 2030 target, validated by SBTi, is 100% renewable electricity consumption. Datapoint 37(a), Total energy consumption from fossil sources: 5,393 MWh in 2025 (2024: 4,286 MWh) (p.112).

Gross Scopes 1, 2, 3 and Total GHG emissions

Reference: pages 110-111.

2025 gross emissions: Scope 1 = 8,510 tCO2eq (2024: 8,263; +3%, driven by higher SF6 top-ups from maintenance); Scope 2 market-based = 34 tCO2eq (2024: 242; -86%, 99% renewable electricity coverage); Scope 2 location-based = 8,510 tCO2eq; Scope 3 = 107,735 tCO2eq (2024: 208,313; -48%, mainly lower CapEx-linked Category 1/2 emissions). Total GHG emissions (market-based) = 109,107 tCO2eq (2024: 209,673; -48%) (p.111).

Emissions intensity: total GHG (market-based) per net revenue = 0.15 kgCO2e/EUR (2024: 0.28; -49%) (p.111). "The 'locked-in' or fugitive emissions, equal to 0.3% in 2025 (0.04% in 2024), derive from leaks of fluorinated gases (F-gases including SF6)" (p.111). Scope 3 primary-data coverage was 42% in 2025 (2024: 51%) (p.111). ERG "avoided the emission of 2,513kt of CO2 into the atmosphere" in 2025, equivalent to "5,026 London-New York flights" (p.111).

Anticipated financial effects from material physical and transition risks and climate-related opportunities

Reference: pages 104-106, 108 (Taxonomy financial context), 94-95 (incentive linkage), 96-101.

In 2023 ERG formed an internal group (Performance Control, Energy Studies & EU Affairs, Engineering Innovation, Innovation Projects, ESG) to assess quantitative climate impacts on wind production over medium (2020-2039), medium-long (2040-2059) and long-term (2080-2099) horizons: "risks of a decrease in average wind speed in the medium term... are limited" and "these fluctuations are already integrated in the historical series underlying the production estimates" (p.106). A parallel 2024 solar-irradiation study "foreshadowed a gradual increase in irradiation at all latitudes... a very positive impact is expected for solar resource", with temperature-driven panel efficiency loss "negligible" (p.106).

Financial-materiality risks/opportunities are tabulated by topic in the SBM-3/IRO-1 double materiality section (pp.98-100), e.g. E1 risk "Increase in extreme events caused by climate change that can damage plants and/or infrastructure"; E1 opportunity "Access to green loans and incentives for sustainable projects".

Transition plan and consideration of biodiversity and ecosystems

Reference: pages 115-118.

"Protecting the environment and safeguarding biodiversity are strategic objectives for the ERG Group, which develops renewable energy plants with continuous attention to the ecosystems and lands it interacts with" (p.115). ESG Plan biodiversity objectives: "No Go in UNESCO Areas", "No Net Deforestation", and "No Net Loss of Biodiversity @2030" (p.115). ERG "will implement the guidelines defined by the Taskforce on Nature-Related Financial Disclosures (TNFD) by 2030" (p.115).

All internally developed plants apply a mitigation hierarchy: avoiding negative impacts (e.g. excluding protected areas during scouting), minimising damage (e.g. bird detection systems), implementing remedial actions (e.g. restricting operation during nesting periods), and offsetting residual impacts (e.g. compensatory reforestation) (p.115). Country-specific transition measures include Germany's purchase of "eco-points, an ecological compensation mechanism that finances local projects aimed at balancing environmental effects" (p.117) where impacts cannot otherwise be mitigated.

Policies related to biodiversity and ecosystems

Reference: pages 102-103 (Sustainability Policy), 115-118.

Biodiversity commitments sit under the Sustainability Policy and HSE Policy (updated 2025) (p.102). "ERG carries out specific biodiversity assessments for all plants developed internally to prevent any negative impact on the environment, adopting mitigation measures in line with the requirements contained in the authorisations" (p.115). All internally developed plants require an Environmental Impact Assessment (EIA), "a compulsory step to ensure that the plants' construction and operation are environmentally friendly" (p.116).

Ecological thresholds "are considered... as an integral part of the environmental authorisation processes (Environmental Impact Assessment or EIA). The thresholds may vary depending on the area subject to authorisation" (p.115). Country annexes (Italy, France, UK, Germany, Spain, US) set out how these policy commitments translate into local authorisation requirements, naturalist studies and mitigation design (pp.116-118).

Actions and resources related to biodiversity and ecosystems

Reference: pages 115-118.

Country-level actions (pp.116-118): France restricts turbine operation at night for "almost half of the wind farms" to protect bats, based on year-long ultrasonic monitoring; UK implemented a habitat restoration initiative at Sandy Knowe, Scotland; Germany applies "anti-collision systems, the shut-down of turbines during field sowing periods, nature preservation interventions" and purchases eco-points for unmitigated impacts; Spain allocated compensatory land at the Garnacha plant (224.37 hectares) with crop rotation, nest boxes and ecological corridors; US planted maple trees, created a wildflower area near the Great Pathfinder wind farm, and funded The Nature Conservancy's restoration of "approximately 6 hectares of habitat for the Topeka shiner" and "approximately 14 hectares of grassland habitat" (p.118).

Governance: a six-stage biodiversity risk assessment process runs from risk identification through monitoring and continuous review (p.116).

Targets related to biodiversity and ecosystems

Reference: pages 115-118.

Three ESG Plan biodiversity targets: "No Go in UNESCO Areas" (no plants in UNESCO areas); "No Net Deforestation"; and "No Net Loss of Biodiversity @2030", defined as "no net negative impact on biodiversity by 2030" (p.115). 2025 progress reported in the ESG Plan summary: "100% internally developed plants with Biodiversity Assessment" (p.83).

ERG also commits to implementing TNFD guidelines by 2030 "to further strengthen the management of risks and opportunities related to biodiversity and ecosystems" (p.115). No quantified biodiversity-net-gain or hectare-based numeric target beyond the "no net loss" objective is disclosed.

Biodiversity exposure and assessment

Reference: page 116.

"ERG currently owns 223 sites with a total area of 3,273 hectares. Of these, 67 sites (equal to 30% of the total area) over an area of 433 hectares (13% of the total area) are located within a 2 km radius of areas of critical biodiversity" (p.116). "Specific management plans have been defined for all the sites in sensitive areas; they are based on the monitoring system already in place and supplemented, when necessary, by compensatory initiatives" (p.116).

Exposure was assessed "by considering all of its plants at different stages (development, construction, operation) that fall within (i.e., overlapping) or near (within 2 km of the nearest natural site) areas of critical biodiversity. All projects have obtained an Environmental Impact Assessment (EIA)" (p.116).

Policies related to resource use and circular economy

Reference: pages 102-103, 119-120.

"For ERG, the sustainable management of resources and their end of life - i.e. their circularity - represents a fundamental principle that allows reducing environmental impact, minimising waste and maximising the reuse of production inputs" (p.119). Circularity commitments sit within the Sustainability Policy (updated 2025) and are "mainly related to plant modernisation activities" (p.119), covering wind repowering, solar revamping and end-of-life asset management, with "specific objectives in its Top Management remuneration plans (MBO)" (p.119).

Actions and resources related to resource use and circular economy

Reference: pages 119-120.

Wind repowering: "In the case of material reuse, aerogenerators are demolished and recycled locally. This minimises the transport of materials, promotes the complete recovery of the ferrous fraction and avoids landfilling" (p.119). In 2025, 2 turbines were disassembled, 100% recovered (reused internally or in the secondary market) (p.119).

Solar revamping: modules "no longer functioning or with non-repairable defects were transferred... to dedicated consortia which maximised the recovery of the materials that make up the panels"; old support structures went to recycling (p.120). 3 solar farms were dismantled with 96% overall recovery of photovoltaic modules and structures (p.120). Raw material selection for BESS favours LFP (lithium-iron-phosphate) chemistry, which "eliminates the use of cobalt and nickel as more critical and expensive materials" (p.114).

Targets related to resource use and circular economy

Reference: pages 119-120, 94-95 (incentive linkage).

"It was reaffirmed in 2025 that at least 98% of materials from wind power plant modernisation projects (repowering) should be recovered" (p.119). This is embedded in the CEO's MBO short-term incentive at 4% weight (2% for other beneficiaries): "Circular Wind on Repowering (% of material or energy recovered)", 2025 target 100%, actual result 120% versus target (p.94).

Actual 2025 outcomes against these commitments: 100% recovery on wind repowering (2 turbines) and 96% overall recovery on solar revamping (3 farms) (pp.119-120).

Resource outflows (waste)

Reference: pages 120-122.

"In 2025 the Group recovered approximately 84% of its waste, actively contributing to the transition to a circular economy model" (down from 93% in 2024, "mainly due to lower solar repowering activities (252 t vs 1,673 t) and lower fire-related excavated rock recycling activities (464 t in 2024)") (pp.120-121).

Waste priority hierarchy: "recovery, treatment, waste-to-energy, disposal in landfills only as a last option" (p.120). ERG's waste management applies ISO 14001 where certified, and HSE-team audits elsewhere (p.120). See the E5-5-Waste entry for the full quantitative table (diverted-from-disposal / directed-to-disposal breakdown).

Waste

Reference: pages 120-122 (Resource Outflows table).

Total waste generated, tonnes: 2025 = 712 (2024: 2,515). Diverted from disposal: total 597 (2024: 2,330), of which hazardous 48 (77) and non-hazardous 549 (2,254); within that, "other recovery operations" account for 46 hazardous and 547 non-hazardous tonnes. Directed to disposal: total 115 (2024: 185), of which hazardous 30 (42, mostly "other disposal operations") and non-hazardous 85 (143, all "other disposal operations"). Total amount of hazardous waste: 78 t (2024: 118 t). Radioactive waste: n.a. in both years.

Non-recycled waste: 115 t / 16% (2024: 185 t / 7%) (p.121). ERG "classifies waste according to its nature and origin, paying particular attention to the presence of hazardous substances", using European Waste Catalogue (EWC) codes and "temporary deposits" compliant with regulatory requirements (p.120). Waste flows mainly derive "from plant maintenance operations and the revamping of photovoltaic installations"; decommissioned WTG components sold on the secondary market are excluded from the waste cycle (p.120).

Policies related to own workforce

Reference: pages 102-103, 123-124.

"All the principles guiding the approach to people management are laid out in the Code of Ethics and corporate policies (Sustainability, Human Rights, Diversity and Inclusion, Gender Equality, and Preventing Violence, Harassment and Bullying in the Workplace)" (p.123). Human capital initiatives span skills development, diversity/equity/inclusion, work-life balance, multi-generationality/multiculturality (30 nationalities represented) and the 2025 Leadership Model (p.123).

Policies extend to specific groups: parents and caregivers (compulsory and optional parental leave, nursery contributions, "Solidarity Holiday Reserve"), health (supplementary insurance, preventive check-ups), and remuneration (equity, sustainability, selectivity principles benchmarked against market medians) (pp.130-135).

Processes for engaging with own workforce and workers' representatives about impacts

Reference: pages 158-159, 128-129, 129-130.

People engagement rests on two axes: "Strategic alignment, which is based on the availability of information, constant and timely updates on projects and results"; and "Belonging, which reinforces the sense of belonging" (p.128). Tools include the ERGate intranet, the "InsidERG" newsletter, "Question Time with VPE and CEO" (two 2025 sessions, 409 and 424 connections), and an annual anonymous climate survey ("More than 75% of the workforce participated... in 2025 (70% in 2024)"; job satisfaction averaged 3.7/5) (pp.128-129).

Trade union dialogue: in Italy, France and Spain "100% of employees are covered" by workers' representatives or local collective contracts (p.130). The National Collective Labour Agreement for the electricity sector was renewed in February 2025 for 2025-2027, and a second-level remote-work agreement was signed 22 December 2025 (p.130).

Processes to remediate negative impacts and channels to raise concerns

Reference: pages 96-101, 128-129, 177.

Employees and other stakeholders can report "crimes, offences or irregularities" via the Whistleblowing web platform and voice mailbox, "managed by an independent third party" (p.177). "The Group ensures the confidentiality of the whistleblower's identity and the content of the report... and guarantees the whistleblower from any form of retaliation or discrimination" (p.177). A dedicated Whistleblowing Committee (Executive Deputy Chairman and Head of Legal Affairs) evaluates reports; the stated process is first response within 7 days and closure "within 90 days" (p.177).

In 2025, five reports were received and deemed reliable (four anonymous), "all related to the same behaviour, which allegedly contributed to undermining the working climate within an organisational unit"; four were resolved in 2025 and one in early 2026 (p.177).

Taking action on material impacts on own workforce

Reference: pages 96-101 (SBM-3/IRO-1 mitigation table).

Against the material S1 negative impacts identified ("Serious HSE incidents of own employees...", "Report of workplace harassment", "Failure to enforce D&I and/or Employee Well-being policies"), the mitigation strategies disclosed are: "Development of an ESG Plan with measurable strategies and objectives on Diversity, Equity, Inclusion & Belonging to attract and retain talent"; "OHSAS 18001 certified management systems, with HSE audits in the field and third-party audits"; "HSE incident reporting process"; "Whistleblowing process for reporting harassment" (p.98).

Effectiveness is tracked through both inherent and residual risk ratings by time horizon (short/medium/long) in the same table (p.98), and through the concrete HSE and D&I metrics reported under S1-9, S1-14 and S1-15.

Targets related to managing material impacts, advancing positive impacts, and managing risks/opportunities

Reference: pages 123-124, 126-127, 94-95.

Diversity & Inclusion targets ("The path to cultural and inclusive evolution", p.127), 2025 actuals versus 2029 targets: women in the workforce 31% (target >=30% by 2029, already met); women Key Leaders 18% (target 20-25%); Key Leaders abroad 25% (target >25%).

Safety targets are embedded in incentive plans: the MBO "Safety Always - HSE" indicator targeted IF < 3.40 and IFSev < 1.90 with no fatalities; 2025 actual was IF 3.73, IFSev 0.53, no fatalities, scoring 105% of target (p.94). "Impact of the female gender on workforce growth" was targeted at 35%, actual 50%, 120% of target (p.94). The long-term incentive also carries a 2% weight on "female Key Leaders out of total Key Leaders" (p.95).

Characteristics of the undertaking's employees

Reference: pages 124-126.

Total employees at year-end 2025: 672 (2024: 660), of which 461 male (68.6%) and 211 female (31.4%). By geography: Italy 495 (73.7%), France 94 (14.0%), Germany 43 (6.4%), UK 16 (2.4%), Spain 11 (1.6%), Romania 4 (0.6%), Poland 5 (0.7%), Bulgaria 1 (0.1%), Sweden 0 (p.124).

Permanent employees: 668 (2024: 655); temporary: 4 (2024: 5); full-time: 648 (2024: 632); part-time: 24 (2024: 28) (p.124). Employee turnover rate: 5.4% (2024: 6.9%); employees who left in 2025: 36 (p.126). "Financial statement turnover EUR 752.4 million; Turnover per employee = EUR 1.1 million/u" (p.124).

Characteristics of non-employees in the undertaking's own workforce

Reference: pages 124-126.

Total non-employee workers: 15 in 2025 (2024: 17), of which 2 "workers provided by undertakings primarily engaged in employment activities" (2024: 6) and 13 "grant holders" (2024: 11) (p.125).

Definitions given: "temporary personnel: workers provided by temporary employment agencies to cover work peaks or temporary absences... contract can be renewed up to a maximum of 24 months"; "fellows: personnel undergoing training and with internships at the company with a six-month/one-year contract without defined working hours" (p.125).

Collective bargaining coverage and social dialogue

Reference: pages 130-131.

"Employees covered by collective bargaining agreements: 603 of 672 (90%)" in 2025 (2024: 91%). "Employees covered by workers' representatives: 570 of 672 (85%)" (2024: 86%) (p.130). At EEA level: "Italy: 100% of employees are covered by company union representatives (RSA/RSU)... France: 100% of employees are represented by company committees (Comités d'Entreprise)... Spain: 100% of employees are covered by the local national contract" (p.130).

"All managers who, although covered by National Collective Labour Agreements... do not appoint their own representative and are excluded from the coverage of workers' representatives" (p.130). The reference CCNL for the electricity industry was renewed in February 2025 for 2025-2027.

Diversity metrics

Reference: pages 124-126.

Top management gender split: 7 male (88%), 1 female (13%) of 8 total, unchanged versus 2024 (p.125). Age distribution (workforce): under 30 = 83 (53 male, 30 female); 30-50 = 426 (300 male, 126 female); over 50 = 163 (108 male, 55 female); total 672 (p.125).

Board of Directors: six female and six male Directors (50%/50%) (p.85). Key Leaders (Managers and Senior Managers) who are women: 18% in 2025 (target 20-25% by 2029) (p.127). ERG holds UNI/PdR 125:2022 Gender Equality Certification, confirmed in 2025, for ERG S.p.A. and ERG Power Generation S.p.A. (p.126).

Equity at the heart of the pay system (adequate wages)

Reference: pages 134-135.

"ERG ensures that the principle of living wage is respected, committed to guaranteeing all its employees a fair wage that allows an adequate quality of life" (p.135). "In the countries where ERG operates, the minimum wages provided by the Group are well above what is required by law or by collective agreement" (p.135): entry-level wages relative to statutory/collective minimum are 100-200% in Italy, France, Germany, UK and Spain, and >200% in Poland, Romania and Bulgaria (p.135).

Remuneration is governed by "three key principles: Equity and Competitiveness, Sustainability and Selectivity", benchmarked "for each role, by the median of the sectors to which it belongs" (p.134).

Social protection

Reference: pages 130-131.

"All workers, both in Italy and abroad, benefit from social coverage against loss of income deriving from the following events: Illness... Unemployment... Injuries or acquired disabilities: covered in Italy as envisaged by the National Collective Labour Agreement (NCLA) for Electricity and by INAIL, and abroad through equivalent insurance and contractual systems... Retirement: regulated by the legislation in force in each country" (p.130).

"The ERG Group adapts its policies to comply with the specific regulatory and contractual requirements of each country, guaranteeing high standards of protection and social assistance wherever the workers are located" (p.131). In all Group countries, "supplementary health insurance is available at favourable conditions" and, where regulations allow, "supplementary pension plan coverage through pension funds, also boosted by company contributions" (p.131).

Training and skills development metrics

Reference: pages 137-143.

Regular performance reviews (2025): 522 of 672 employees participated (78%; 2024: 61%), receiving 558 reviews (0.8 per employee, 2024: 0.6) (p.139). Development infrastructure: the Leadership Model (launched 2025) and the Individual Development Plan (developed 2024, extended in 2025 to the Maintenance Operations Area) (pp.137-138).

Recruitment (2025): 48 new hires, 46% via headhunting and 54% via direct applications/networking; 46% employed in Italy, 54% abroad; by age, 48% under 30, 48% aged 30-50, 4% over 50; women accounted for 50% of net workforce growth, with 35% of hires being female (p.138). A dedicated development path for Generation Z talent, launched 2024, continued through 2025, alongside a new Middle Manager development programme for 2025/2026 (p.138).

Health and safety metrics

Reference: pages 143-146.

"100% of people in its own workforce" are covered by the health and safety management system (p.144). 2025 internal indices: Frequency Index (LTIFR) = 3.73 (2024: 2.49); Severity Frequency Index (LTIFR Sev) = 0.53 (2024: 1.50); near misses = 55; 1,956 HSE&Q checks were carried out (p.144). External workforce: 3 injuries (2024: 5), 0 severe injuries (2024: 3), Frequency Index 3.96 (2024: 5.33), 0 fatalities in 2025 (p.153).

"As regards the fatal accident that occurred in 2024 at the Salemi repowering site, investigations by the competent authorities are still ongoing and, consequently, the dynamics of the event have not yet been fully clarified... at present, ERG, companies of the ERG Group and/or their managers are not in any way involved" (p.144). The "Safety Excellence" project (part of "Leadership in Safety", active since 2019) runs until 2027 (p.143).

Work-life balance metrics

Reference: pages 131-133.

"In 2025, 100% of people who took compulsory leave returned to work" (p.131). In Italy (about 74% of the workforce): "21 fully paid compulsory weeks for the primary carer; 2 fully paid compulsory weeks for the secondary carer; 39 weeks shared between the primary and secondary carers" (13 weeks at 80% pay, 26 weeks at 30%) (p.131). Remote work: standard eight days/month, up to ten for caregivers (p.132).

The welfare model covers "five areas of well-being (Purpose & Career, Physical, Financial, Mental and Social)" and includes psychological support and a well-being platform "covering 100% of Group employees" (p.132). The "Solidarity Holiday Reserve" lets employees donate leave to colleagues in need, "doubled" by the company (p.131).

Compensation metrics (pay gap and total compensation)

Reference: pages 136-137, 152.

Gender pay gap (male-female), 2025: fixed remuneration overall (average) 1% (2024: 0%); total remuneration overall (average) 4% (2024: 4%); by category, Senior Managers 1-3%, Middle Management 1-5%, White-collar 3-6% (p.137). Overall (median) gender pay gap: fixed 1% / total (M-F)/M -7% in 2025 (2024: -8%); bonus gap (average) 50% (2024: 33%) (p.152). "Also considering the CEO, the gender pay gap on fixed remuneration is 5%" (p.137). "In Italy, where around 74% of employees are based, there is a substantial overall balance: no gap with reference to fixed remuneration and 5% with reference to total remuneration" (p.137).

CEO pay ratio: total annual remuneration of the highest-paid individual versus median employee remuneration = 23 (fixed, 2025, unchanged from 2024) / 33 (total, 2025; 2024: 35) (p.137).

Incidents, complaints and severe human rights impacts (Whistleblowing)

Reference: page 177.

"Five reports were received in 2025 that were deemed reliable, four of which were anonymous. They all related to the same behaviour, which allegedly contributed to undermining the working climate within an organisational unit. Four were resolved in 2025, and one in the first two months of 2026, in which ERG took action to restore a positive working environment" (p.177).

Process: "first response within 7 days"; "within 90 days, closure of in-depth analyses and feedback" (p.177). The Whistleblowing Committee (Executive Deputy Chairman and Head of Legal Affairs Corporate, Western Europe & US) evaluates reports and "carr[ies] out specific investigations", with confidentiality and anti-retaliation protections applied throughout (p.177). No incidents of discrimination or severe human rights impacts distinct from the above are separately quantified.

Policies related to value chain workers

Reference: pages 102-103, 153.

"Respect for human rights and the protection of occupational safety are fundamental principles for ERG, which it guarantees throughout the value chain" (p.153). "ERG takes a holistic approach to human rights, which involves the entire supplier management process", via the Sustainable Procurement programme's "assessment activities and an audit plan aimed at verifying compliance with the expected requirements" (p.153). Counterparties "are required to comply with the Group Policies" (Code of Ethics, Human Rights Policy, Supplier Code of Conduct), all part of the policy suite mapped on p.102-103.

Processes for engaging with value chain workers about impacts

Reference: pages 158-159, 153.

Value chain worker engagement runs through the supplier engagement channels set out in the SBM-2 stakeholder table (web platform, involvement/monitoring on workplace safety and sustainability with "focus on D&I, governance, carbon footprint, human rights and supply chain") (p.159). "All counterparties can use the Whistleblowing channel on the company website, through which they can report any violations or non-compliant misconduct" (p.153). ERG monitors "injury frequency indices for both internal employees and external workers (i.e., those in the value chain) who work at its plants" (p.153).

Processes to remediate negative impacts and channels to raise concerns

Reference: pages 96-101, 153, 177.

"If non-compliance emerges, ERG may request the definition and implementation of corrective measures, assisting the counterparty in identifying the necessary actions. If the corrective measures are not implemented, or are seriously or systematically breached, the ERG Group reserves the right to terminate the contract early and exclude the supplier from the Vendor List" (p.153). The same Whistleblowing channel (web platform and voice mailbox, independently managed) used for own workforce is available to value chain workers and other counterparties (p.177).

Taking action on material impacts on value chain workers

Reference: pages 96-101, 153.

Against the material S2 negative impact identified ("Failure to verify working conditions along the value chain (including health and safety and human rights)"), the disclosed mitigations are: "Development of an ESG Plan with strategies and objectives along the value chain (decarbonisation; D&I; Human Rights)"; the "Sustainable Procurement" project (supplier ESG selection, "Sustainability K" factor for tenders > EUR 100K); "Selection of industrial customers with a solid economic-financial profile"; "Contracts with safeguard clauses (Code of Ethics, 231 Model)"; "Whistleblowing process for reporting violations" (p.99).

Work-related injuries of employees of external companies fell in 2025: 3 injuries (2024: 5), Frequency Index 3.96 (2024: 5.33), 60 days lost (2024: 283), 0 fatalities in both years (p.153).

Targets related to managing material negative impacts, advancing positive impacts, and managing risks/opportunities

Reference: pages 153, 143-145, 94-95.

Value chain worker safety targets are integrated into the same MBO "Safety Always - HSE" indicator that covers "employees + contractors", combining Frequency [IF] and Severity [IFsev] indices with a "no fatalities" condition; 2025 actual IF 3.73 / IFSev 0.53 versus a target IF < 3.40 / IFSev < 1.90, scoring 105% (p.94).

ERG's supplier decarbonisation target doubles as a value-chain-worker-adjacent goal: at least 75% of strategic suppliers (turnover > EUR 1m) SBTi-validated by 2030, 90% by 2040 (p.107), monitored alongside the biannual supplier ESG assessment target of an average score "above 64%" (p.180).

Policies related to affected communities

Reference: pages 102-103, 154-157.

"Guidelines have been defined for engagement initiatives in the territories where the Group operates, in particular for the management of expenses incurred for environmental, social, promotional and educational purposes" (p.154). "The guidelines explicitly prohibit the use of funds for political and religious purposes, for any purpose contrary to the interests of local communities or contrary to the interests of ERG, or for the benefit of private companies (unless a broader public interest can be demonstrated)" (p.154). "Local Communities" is defined to include "cultural, religious and research associations, healthcare service, NGOs, committees of citizens, residents close to production plants, and students" (p.154).

Processes for engaging with affected communities about impacts

Reference: pages 158-161, 169-170.

Four-phase engagement strategy: "Initial consultation" (public meetings from the feasibility study phase); "Continuous dialogue" (local monitoring committees where needed); "Contribution to local development" (benefit-sharing, monitored by technical asset managers); "Awareness and education" (visits to existing wind farms, workshops) (p.160). "The Board of Directors is informed every six months of the various ongoing consultations and of local engagement, as part of its monitoring of social and reputational risks" (p.160).

Country examples (pp.160-161): in the UK, "value sharing funds... amounted to GBP 1,408,278.88" in 2025, funding local sport clubs, energy-discount programmes and micro-loans; in Germany, statutory distribution of "0.2 cents/kWh (2 EUR/MWh) to the municipalities involved".

Processes to remediate negative impacts and channels to raise concerns

Reference: pages 154-157.

"The 'Policy for the management of dialogue with stakeholders' defines the methods of dialogue with all stakeholders. Counterparties can make any reports through the whistleblowing channel present on the company web page" (p.160). Community feedback loops include, in the UK, "feedback forms and dedicated contact channels (e-mail address and telephone number), as well as reports on project impacts" (p.161), with "observations gathered during the consultations... integrated into the development of the initiatives" and used to "define possible compensatory measures" (p.161).

Taking action on material impacts on affected communities

Reference: pages 96-101, 154-155.

Against the material S3 negative impact ("Risk related to plants (e.g., accidents and/or fires) that may have negative repercussions on the local communities concerned"), disclosed mitigations are: "Analysis and assessment of the main risks during the plant design phase and definition of the main mitigation and monitoring actions"; "Development of an ESG Plan with the aim of sharing value with local communities"; stakeholder mapping and engagement programmes; "Permitting process that includes the direct involvement of local communities throughout the authorisation process"; "Whistleblowing channel for any reports" (p.100).

Community share of revenue in 2025 reached 1.1%, split into Royalties/Community Benefit disbursements (91%), Next Gen (7%) and Social Purpose for Solar Revamping (2%), totalling EUR 8,580k (p.155).

Targets related to managing material negative impacts, advancing positive impacts, and managing risks/opportunities

Reference: pages 96-101, 154-157, 94-95.

ESG Plan objectives for local communities: "the creation of value at Group level, both in the territories in which ERG operates, and in developing areas" and "training future generations (Next Generation), through ERG Academy" (p.155). "1% for the Community: 1.1% of revenue for local communities" was reported as a 2025 ESG Plan result (p.83), against the Group's commitment to "sharing value with local communities by allocating at least 1% of revenue at Group level" (p.155). "Social Purpose for Solar Revamping" delivered 3 completed donation projects in 2025 (p.83, p.155).

Policies related to consumers and end-users

Reference: pages 102-103, 171.

"As a leading independent operator in clean energy from renewable sources, ERG sells green energy and environmental certificates to its customers, contributing to the achievement of their decarbonisation objectives" (p.171). "Before entering into any form of commercial relationship, all the counterparties are verified through the due diligence process", with customers "asked to adopt behaviours, conduct and practices in line with the ethics and transparency principles that inspire ERG", summarised in the Code of Ethics, Human Rights Policy, 231 Organisational Model, Anti-Corruption Policy and D&I Policy (p.171).

Processes for engaging with consumers and end-users about impacts

Reference: pages 158-159, 171.

"The engagement of counterparties can take place through: fairs and events...; one-to-one meetings...; annual surveys" (p.171). Since 2023, "ERG launched an annual survey for customers with whom PPAs have been signed (Corporate and Utilities customers), with the aim of monitoring their satisfaction and identifying any areas for improvement", covering "contract negotiation; promptness in providing feedback; communication management; the quality of the data and information shared; invoicing management; efficiency in solving problem resolutions" (p.171).

Processes to remediate negative impacts and channels to raise concerns

Reference: page 171.

"For any reports, the counterparties have access to the whistleblowing channel present available on the Group website page. For problems concerning contract management, a dedicated email channel is available" (p.171). Customer satisfaction is monitored continuously through the annual survey process described under S4-2, which functions as a structured feedback and improvement channel alongside the whistleblowing route.

Taking action on material impacts on consumers and end-users

Reference: pages 96-101, 171.

Against the material S4 negative impact ("Non-responsible or ethical management of customer relations"), mitigations disclosed are: "Selection of industrial customers with a solid economic-financial profile (Investment Grade rating)"; "Contracts with safeguard clauses (Code of Ethics, 231 Model)"; "Annual customer satisfaction survey"; "Whistleblowing process for reporting violations" (p.100).

Effectiveness evidence: "the survey involved 100% of customers. The satisfaction level of each aspect fell between 'satisfactory' and 'extremely satisfactory', thus making it possible to achieve the pre-established goal of 100% satisfied customers" (p.171). Customer count grew to 121 in 2025 (2024: 87), including 10 PPA counterparties, 93 traders/brokers and 18 customers operating in the electricity system (p.171).

Targets related to managing material negative impacts, advancing positive impacts, and managing risks/opportunities

Reference: pages 96-101, 171.

The stated customer satisfaction target is 100% satisfaction, and ERG reports that in 2025 it "achieve[d] the pre-established goal of 100% satisfied customers" via the annual PPA-counterparty survey, with every rated aspect falling "between 'satisfactory' and 'extremely satisfactory'" (p.171). No separate numeric target beyond this satisfaction goal is disclosed for the S4 topic; the financial-materiality table records the related opportunity "Increased demand for clean electricity from industrial customers to achieve their decarbonisation objectives" (p.100) as the strategic driver behind continued PPA growth.

Business conduct policies and corporate culture

Reference: pages 172-173.

"Lawfulness, honesty, fairness, equality, confidentiality, equity, integrity, transparency, accountability, independence, sustainability, balance and diversity in skills and gender: these are the values that have always guided the ERG Group in conducting business and find their highest expression in the Code of Ethics" (p.172). ERG "endorses the Corporate Governance Code promoted by Borsa Italiana S.p.A., which identifies 'sustainable success' as one of the objectives that should guide the Board of Directors' actions" (p.172).

The corporate governance policy suite (Code of Ethics, 231 Model, Anti-Corruption Policy, Sustainability Policy, Human Rights Policy) is mapped against material topics on pp.102-103; the D&I aim is "to maintain gender parity in the Board of Directors at the Parent level, and to increase the presence of women in the management and control bodies of subsidiaries" (p.173).

Management of relationships with suppliers

Reference: pages 178-180.

"Supplier selection is supervised by the Procurement function, which verifies - before considering any relationship - suppliers' endorsement of the ERG Group's values and rules of conduct by accepting the Code of Ethics, the Supplier Code of Conduct, 231 Model, and the Anti-Corruption Regulations" (p.178). The Supplier Code of Conduct was revised in 2025, adding provisions on information security, privacy, "fair labour practices... to counter modern forms of slavery", and "traceability of the origin of critical mineral resources", with particular attention to "solar panels, batteries and inverters" (p.178).

2025 metrics: 36 strategic suppliers (2024: 29), representing 79% of spend (2024: 56%); 960 qualified suppliers on the vendor list (2024: 1,067); supplier ESG average score 64.4% (target >=70%); 5 supplier audits conducted (4 remote, 1 field, covering human rights) (p.180).

Prevention and detection of corruption and bribery

Reference: pages 173, 174-177.

Verification of compliance runs through the Supervisory Body (Legislative Decree 231/01 matters) and continuous third-party monitoring: "at 31 December 2025, the Group had monitored 1,897 significant third parties through a dedicated IT system" (p.175). "For each of the activities assessed to be at greater risk of corruption... the Group has approved specific procedures, clearly identifying the authorised parties, expenditure limits... and second-level controls" (p.175).

2025 training: 47 new recruits (108 hours) and 187 other corporate-function staff (303 hours) received anti-corruption training; "the e-learning course on anti-corruption covers 100% of organisational units at risk" (p.176). Anti-corruption, whistleblowing, Legislative Decree 231/01 and Code of Ethics training are each delivered on recruitment and/or annually (p.176).

Targets related to business conduct

Back-filled from the business conduct chapter (pages 172, 175-176), where effectiveness tracking is addressed as part of the MDR-T disclosures rather than as a numbered disclosure requirement. G1-3 became a standalone DR only in the 2025/2026 ESRS.

ERG discloses no single stated numeric "zero corruption incidents" target, but effectiveness is tracked systematically: "the Compliance 231 & Privacy department defines additional operational targets annually, which are collected in the Compliance Plan presented to the Control, Risk and Sustainability Committee. The department reports semi-annually to the Committee on the activities carried out during the period" (p.176). "The monitoring of the effective and proper functioning of the System is further ensured by Internal Audit, which carries out six-monthly tests on activities at risk of corruption" (p.176).

Outcome reported for 2025: "No episodes of corruption were reported (through the Whistleblowing System or other dedicated channels) and consequently no actions were taken. There are no legal proceedings regarding active or passive corruption" (p.176).

Incidents of corruption or bribery

Reference: pages 174-177.

"In 2025, the Compliance 231 & Privacy department regularly received the required information flows. No episodes of corruption were reported (through the Whistleblowing System or other dedicated channels) and consequently no actions were taken. There are no legal proceedings regarding active or passive corruption within the scope of the activities carried out for the ERG Group, involving the Group companies or their employees" (p.176).

Where a report is well-founded, "the penalty system will be applied to the person who committed the violation", differentiated for employees (NCLA sanctions), management/control body members (revocation from office) and suppliers/consultants/partners (contractual sanctions up to termination) (p.176).

Political influence and lobbying activities

Reference: pages 85, 87, 158-159, 162-168, 174-176.

"ERG's relations with institutions are geared towards actively participating in and contributing to this transformation process in order to facilitate the concrete fulfilment of projects and the energy transition" (p.162). In 2025 ERG "actively contributed to working groups, consultations and strategic documents in relation to energy and the environment", including advocacy on UK electricity market design ("an advocacy campaign was carried out, highlighting the negative impact" of proposed zonal pricing) and on the EU's Clean Industrial Deal and Affordable Energy Action Plan (pp.162-163).

Governance oversight sits with the Board (through the Strategic Committee) and Chief Regulatory & Public Affairs function; institutional engagement is itemised in the SBM-2 stakeholder table (Wind Europe, ERGLab think tank, national institutions) (p.159).

Payment practices

Reference: page 180.

"The payment policy adopted by the ERG Group envisages standard conditions of 60 days and is effective for all counterparties, including SMEs" (p.180). 2025 metrics: average time to pay an invoice = 60 days (2024: 60); percentage of payments aligned with standard terms = 95% (2024: 95%); legal proceedings outstanding for late payment = 0 (2024: 0) (p.180).

"The figures shown below refer to what is present in the SAP system (adopted in Italy, France, Germany and the United Kingdom, corresponding to over 80% of the Group's EBITDA)" (p.180). The policy is described as "transparent, as the commercial contracts clearly indicate the payment terms and the default interest in the event of late payment" and "sustainable, as the adoption of digital technologies for the management of payments (dematerialised since 2020) reduces the use of paper" (p.180).