The Annual General Meeting

In accordance with the provisions of art. 13.5 of the Articles of Association and taking into account the provisions of art. 106 of Italian Decree Law 17 March 2020 no. 18 (so-called “Cura Italia” Decree), converted with amendments by Italian Decree Law 24 April 2020 No. 27 as subsequently amended and most recently extended by Italian Decree Law 27 December 2024 No. 202 converted, with amendments, by Law No. 15 of 21 February 2025 – participation in the Shareholders’ Meeting and the exercise of voting by those with the right to do so is allowed exclusively by representation, conferring proxy ex art. 135-undecies 1 of the CLF upon the Designated Representative Computershare S.p.A, according to the methods described hereafter and without this implying costs for the shareholders.
It should also be noted that in pursuant to art. 135-undecies of the CLF, the designated Representative may also be granted proxies or sub-proxies pursuant to art. 135-novies of the CLF.

Proxy and sub-proxy pursuant to art. 135-undecies 1 of the CLF

Shareholders who wish to participate in the Shareholders’ Meeting may confer upon the Designated Representative a proxy ex art. 135-undecies of the CLF – with voting instructions – for all or some of the items on the agenda, using the specific proxy form, also in electronic format and sub-proxy prepared by the Designated Representative itself in agreement with the Company and available on the Company website www.gruppoacea.it, “Shareholders’ Meeting 2025” section, which also contains the link to the procedure for forwarding the proxy electronically.
The proxy/sub-proxy form with voting instructions must be sent, following the instructions on the form itself and on the Company website, by the end of the second trading day prior to the Shareholders’ Meeting, that is by Thursday 24 April 2025, for the first call or Friday 25 April 2025, for the second call, and the proxy may be revoked within the same deadline.
Proxies thus conferred are only effective for the proposals in relation to which voting instructions have been conferred.
The Designated Representative can be contacted for clarifications or information by calling +39 0246776814 – 13 or by sending an e-mail to ufficiomi@computershare.it.

Pursuant to art. 83-sexies of Italian Legislative Decree 58/98 (TUF) and art. 13 of the Articles of Association, the right to attend the Annual General Meeting and to cast votes is attested by a communication to the Company made by the intermediary, in compliance with the findings in the accounts, on behalf of the individual with voting rights at the end of the accounting day of the seventh trading day prior to the date of the Annual General Meeting (Tuesday 15 April 2025 (record date). Those who only come into possession of shares after said date will not have the right to attend and vote in the Annual General Meeting and may not therefore issue proxies to the Designated Representative. The intermediary’s communication of which herein must be received by the Company by the end of the third trading day prior to the date of the Annual General Meeting (Wednesday 23 April 2025). The right to attend and vote if communications are received by the Company after this deadline but before the start of the proceedings for each call of the meeting remains valid.

Proxy/sub-proxy form to Computershare ex art. 135 undecies.1 TUF

The proxy must be sent by Thursday 24 April 2025, in case of 1st call, or by Friday 25 April 2025, in case of 2nd call, in the manner indicated in the form itself.

Pursuant to art. 127-ter, paragraph 1-bis of the Italian Legislative Decree 58/98 (CLF), those who have the right to vote can ask questions regarding the items on the agenda also before the Annual General Meeting, ensuring that they are received no later than Tuesday 15 April 2025 by:
- e-mail to the address: AdempimentiSocietariCorporate@aceaspa.it

A communication attesting ownership of the quota of company shares released by the intermediaries keeping the accounts in which the shares of the requesting shareholders are recorded must be attached to the questions.
Ownership of voting rights can be attested subsequently to the questions being sent, as long as it is within the deadline of which in art 127-ter, paragraph 1-bis of the CLF (third day afterwards, or Saturday 6 April 2024).
The replies to questions pertinent to the items on the agenda will be given by the Company no later than Monday 9 April 2024, publishing them on the Company website, with the right for the Company to provide a single reply to questions of the same nature.

Additions to the agenda and submission of new resolution proposals (ex art. 126- bis of the Italian Legislative Decree 58/1998 “CLF”)

pursuant to art. 126-bis of the CLF, Shareholders even jointly representing at least one fortieth of the share capital may request additions to the list of items to be discussed, in writing, stating, in an appropriate written request, the further items being proposed by them and submitting resolution proposals for the items already on the agenda. Requests must be submitted within ten days of the publication of this notice of call, namely by Friday 28 March 2025, to the Corporate Affairs Unit by sending a certified e-mail to adempimentisocietari.corporate@pec.aceaspa.it, together with a copy of the communication issued by the intermediaries keeping the accounts in which the shares of the requesting shareholders are recorded. Any proposing shareholders must submit, by the above deadline and through the same channels, a report on the matters they are proposing for discussion or on the reasons behind the further resolution proposals submitted for items already on the agenda.

Items that the Shareholder’s Meeting resolves on, according to the law, by proposal of the Directors or on the basis of a project or report prepared by them, other than those in Art. 125-ter, paragraph 1 of the CLF, may not be added to the agenda.
Any additions to the list of items to be discussed by the Shareholders’ Meeting as a result of the aforementioned requests and submission of further resolution proposals for items already on the agenda are disclosed by Sunday 13 April 2025 (at least 15 days prior to the date of the Shareholders’ Meeting), in the same forms as those laid down for the publication of the notice of call.

Presentation of resolution proposals by those with voting rights (ex art. 135-undecies.1, paragraph 2, of the CLF)
Because of the methods of participation in the Shareholders’ Meeting described above - with reference to what is established by art. 135-undecies.1, paragraph 2, of the CLF - those with voting rights may submit resolution proposals to the Shareholders’ Meeting on the items on the Agenda individually, according to the following methods:
• the resolution proposals must be sent to the Company, at the certified e-mail address (adempimentisocietari.corporate@pec.aceaspa.it) by Sunday 13 April 2025; the aforesaid proposals must be clear and complete and include the information enabling the identification of the submitting subject, including a telephone number if possible;
• the right to make proposals must be attested by a communication from an intermediary authorised pursuant to the laws in force, issued pursuant to Art. 83-sexies of the CLF, according to the methods specified in the preceding paragraph “Right to attend the Shareholder’s Meeting”.
The resolution proposals received will be published in the section of the Company website dedicated to this Shareholders’ Meeting (www.gruppoacea.it –Section "2025 Shareholders’ Meeting"), as well as on the authorised storage mechanism 1info at www.1info.it without delay and in any event by Tuesday 15 April 2025.
For the purpose of the above, the Company reserves the right to verify the pertinence of the proposals with respect to the items on the agenda, their completeness and their compliance with the applicable laws, and also the legitimacy of the proponent.
In the event of alternative resolution proposals to those of the Board, the Board proposal will be voted on first (unless it is withdrawn) and only if said proposal is rejected shall the proposals by the Shareholders bevoted on. These proposals, also in the event of the absence of a Board proposal, will be submitted to the Shareholder’s Meeting starting with the proposal submitted by the Shareholders representing the highest proportion of the capital. The following proposal in order of capital represented shall only be voted on in the event that the first proposal voted on is rejected.